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 Miss Susan Aiumvanicha, Certified Public Auditor #4306,
  representative of Sam Nak-Ngan A.M.C. Company Limited. The opinion of
  auditor to Financial Statement of year 2004, 2003, and 2002
  illustrated as following

  ---------------------- ------------------------------------------------
  Financial Statement    Auditor’s Opinion

  As of year 2004        Clean

  As of year 2003        Clean

  As of year 2002        Qualified for under recording of Allowance for
                         Bad Debt from Financial lease receivable and
                         Personal loan with amount Baht 44.76 million and
                         Allowance for Bad Debt from Financial Lease
                         Receivables, Factoring Contract Receivables and
                         Personal Loan with amount Baht 76.05 million
                         which are not the core business of the Company,
                         compliance with General Accepted Accounting
                         Policy. However the management foresee the
                         potential of collection.
  ---------------------- ------------------------------------------------

2.  Financial Statement’s Table

  Balance Sheets of Group Lease Public Company Limited

  ------------------------------ ------------ -------- ------------ -------- ---------- ------------ -------- --
                                                                             Unit :                           
                                                                             Thousand                         
                                                                             Baht                             

                                 2004                  2003                             2002                  

                                 Amount       %        Amount       %                   Amount       %        

  Assets                                                                                                      

  Current Assets                                                                                              

  Cash and Cash Equivalents      975.56       0.12     804.96       0.13                6,118.22     0.72     

  Hire-Purchase and Installment  725,682.21   89.02    507,353.54   80.57               625,946.96   73.30    
  Sales Receivables-Net                                                                                       

  Financial Lease                0.00         0.00     255.26       0.04                28,081.42    3.29     
  Receivables-Net                                                                                             

  Factoring Contract             0.00         0.00     0            0.00                469.17       0.05     
  Receivables-Net                                                                                             

  Personal Loan -Net             222.82       0.03     4,623.96     0.73                18,613.21    2.18     

  Loan -Net                      0.00         0.00     0            0.00                30,376.32    3.56     

  Other Current Assets           17,462.62    2.14     11,670.70    1.85                15,913.19    1.86     

  Total Current Assets           744,343.21   91.31    524,708.48   83.33               725,518.48   84.96    

  Non Current Assets                                                                                          

  Accounts Receivable and Loans  629.25       0.08     771.12       0.12                883.80       0.10     
  to Employees                                                                                                

  Long-Term Investments-Net      2,000.00     0.24     12,000.00    1.91                10,000.00    1.17     

  Property, Plant and            40,902.81    5.02     42,712.63    6.78                44,747.08    5.24     
  Equipment-Net                                                                                               

  Other Non-Current Assets       27,299.65    3.35     49,494.38    7.86                72,810.55    8.53     

  Total Non Current Assets       70,831.71    8.69     104,978.13   16.67               128,441.42   15.04    

  Total Assets                   815,174.92   100.00   629,686.61   100.00              853,959.91   100.00   

  Liabilities                                                                                                 

  Current Liabilities                                                                                         

  Bank Overdraft and Loans from  418,874.49   51.39    436,098.78   69.26               665,351.49   77.91    
  Financial Institutions                                                                                      

  Trade Accounts Payable         201.93       0.02     90.73        0.01                515.79       0.06     

  Other Current Liabilities      27,058.09    3.32     14,595.79    2.32                19,847.58    2.32     

  Total current liabilities      446,134.51   54.73    450,785.30   71.59               685,714.85   80.30    

  Non Current Liabilities                                                                                     

  Loans from directors           0.00         0.00     0            0.00                11,780.98    1.38     

  Cash Guarantee for Damage on   2,391.39     0.29     6,167.53     0.98                21,172.27    2.48     
  Hire-Purchase Contracts                                                                                     

  Total non current liabilities  2,391.39     0.29     6,167.53     0.98                32,953.24    3.86     

  Total Liabilities              448,525.90   55.02    456,952.83   72.57               718,668.10   84.16    

  Shareholders’ Equity                                                                                        

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

  Registered and paid up                               100,000.00   15.88               100,000.00   11.71    
  10,00,000 ordinary shares of                                                                                
  Baht 10.00 each                                                                                             

  Premiums on Share Capital      78,000.00    9.57                                                            

  Retained earnings                                                                                           

  Appropriated- Legal Reserve    10,239.41    1.26     10,239.41    1.63                10,239.41    1.20     

  Unappropriated                 53,409.61    6.55     62,494.38    9.92                25,052.40    2.93     

  Total Shareholders’ Equity     366,649.02   44.98    172,733.78   27.43               135,291.81   15.84    

  Total Liabilities and          815,174.92   100.00   629,686.61   100.00              853,959.91   100.00   
  Shareholders’ Equity                                                                                        
  ------------------------------ ------------ -------- ------------ -------- ---------- ------------ -------- --

  Statements of Earnings of Group Lease Public Company Limited

  ------------------------- ------------- -------- -------------- -------- ------------- --------
                                                                           Unit :        
                                                                           Thousand Baht 

                            2004                   2003                    2002          

                            Amount        %        Amount         %        Amount        %

  Revenues                                                                                

  Hire-Purchase and         235,322.07    84.37    214,029.57     82.11    204,617.34    87.34
  Installment Sales Income                                                               

  Financial Leases Income   26.40         0.01     247.26         0.09     369.74        0.16

  Factoring Contracts       0.00          0.00     10.00          0.00     110.00        0.05
  Income                                                                                 

  Personal Loan Interest    2,156.49      0.77     6,819.16       2.62     2,426.64      1.04
  Income                                                                                 

  Other Income              41,424.89     14.85    39,547.68      15.17    26,752.95     11.42

  Total Revenue             278,929.85    100.00   260,653.67     100.00   234,276.68    100.00

  Expenses                                                                                

  Service and               126,253.18    45.26    75,825.73      29.09    87,895.33     37.52
  Administrative Expenses                                                                

  Commission Expenses       0.00          0.00     10,284.25      3.95     0.00          0.00

  Bad and Doubtful Debts    12,327.33     4.42     (83,602.14)*   -32.07   59,694.64     25.48

  Loss on Disposal of       31,354.48     11.24    36,892.23      14.15    21,032.37     8.98
  Assets Foreclosed                                                                      

  Loss on Disposal of Other 1,862.50      0.67     87,256.48      33.48    0.00          0.00
  Assets                                                                                 

  Loss on Disposal of       0.00          0.00     25,558.42      9.81     0.00          0.00
  Investment in Securities                                                               

  Directors' Remuneration   2,880.00      1.03     1,430.00       0.55     1,380.00      0.59

  Total Expense             174,677.49    62.62    153,644.98     58.95    170,002.34    72.56

  Earning before Interest   104,252.36    37.38    107,008.69     41.05    64,274.34     27.44
  Expense and Corporate                                                                  
  Income Tax                                                                             

  Interest Expense          (25,895.35)   -9.28    (36,276.10)    -13.92   (44,144.55)   -18.84

  Corporate Income Tax      (25,441.77)   -9.12    (23,290.62)    -8.94    (5,873.20)    -2.51

  Earning before            52,915.24     18.97    47,441.97      18.20    14,256.59     6.09
  extra-ordinary items                                                                   

  Extra-ordinary items      0.00          0.00     0.00           0.00     0.00          0.00

  Net Profit                52,915.24     18.97    47,441.97      18.20    14,256.59     6.09

  Weighted average number   1.53                   2.37                    1.43           
  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 were selling                                                                     
  expenses and 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

+--------------------------------------+---+-----+---+---+-------+---+---------+
|                                      |   |     |   |   |       | U |         |
|                                      |   |     |   |   |       | n |         |
|                                      |   |     |   |   |       | i |         |
|                                      |   |     |   |   |       | t |         |
|                                      |   |     |   |   |       | : |         |
|                                      |   |     |   |   |       | T |         |
|                                      |   |     |   |   |       | h |         |
|                                      |   |     |   |   |       | o |         |
|                                      |   |     |   |   |       | u |         |
|                                      |   |     |   |   |       | s |         |
|                                      |   |     |   |   |       | a |         |
|                                      |   |     |   |   |       | n |         |
|                                      |   |     |   |   |       | d |         |
|                                      |   |     |   |   |       | B |         |
|                                      |   |     |   |   |       | a |         |
|                                      |   |     |   |   |       | h |         |
|                                      |   |     |   |   |       | t |         |
+--------------------------------------+---+-----+---+---+-------+---+---------+
|                                      | 2 |     |   | 2 |       |   | 2002    |
|                                      | 0 |     |   | 0 |       |   |         |
|                                      | 0 |     |   | 0 |       |   |         |
|                                      | 4 |     |   | 3 |       |   |         |
+--------------------------------------+---+-----+---+---+-------+---+---------+
| Cash flows from (used in ) operating |   |     |   |   |       |   |         |
| activities                           |   |     |   |   |       |   |         |
+--------------------------------------+---+-----+---+---+-------+---+---------+
| Net earnings for the year            | 5 |     |   | 4 |       |   | 14      |
|                                      | 2 |     |   | 7 |       |   | ,256.59 |
|                                      | , |     |   | , |       |   |         |
|                                      | 9 |     |   | 4 |       |   |         |
|                                      | 1 |     |   | 4 |       |   |         |
|                                      | 5 |     |   | 1 |       |   |         |
|                                      | . |     |   | . |       |   |         |
|                                      | 2 |     |   | 9 |       |   |         |
|                                      | 4 |     |   | 7 |       |   |         |
+--------------------------------------+---+-----+---+---+-------+---+---------+
| Adjustments to reconcile net         |   |     |   |   |       |   |         |
| earnings for cash received           |   |     |   |   |       |   |         |
| (payments) from operating            |   |     |   |   |       |   |         |
| activities:                          |   |     |   |   |       |   |         |
+--------------------------------------+---+-----+---+---+-------+---+---------+
| Depreciation                         | 3 |     |   | 3 |       |   | 3       |
|                                      | , |     |   | , |       |   | ,210.74 |
|                                      | 1 |     |   | 4 |       |   |         |
|                                      | 9 |     |   | 9 |       |   |         |
|                                      | 5 |     |   | 1 |       |   |         |
|                                      | . |     |   | . |       |   |         |
|                                      | 3 |     |   | 2 |       |   |         |
|                                      | 0 |     |   | 4 |       |   |         |
+--------------------------------------+---+-----+---+---+-------+---+---------+
| Ordinary Shares paid as Special      | 1 |     |   | - |       |   | -       |
| Bonuses                              | , |     |   |   |       |   |         |
|                                      | 5 |     |   |   |       |   |         |
|                                      | 0 |     |   |   |       |   |         |
|                                      | 0 |     |   |   |       |   |         |
|                                      | . |     |   |   |       |   |         |
|                                      | 0 |     |   |   |       |   |         |
|                                      | 0 |     |   |   |       |   |         |
+--------------------------------------+---+-----+---+---+-------+---+---------+
| Bad and Doubtful Debts               | 1 |     |   | ( |       |   | 59      |
|                                      | 2 |     |   | 8 |       |   | ,694.64 |
|                                      | , |     |   | 3 |       |   |         |
|                                      | 3 |     |   | , |       |   |         |
|                                      | 2 |     |   | 6 |       |   |         |
|                                      | 7 |     |   | 0 |       |   |         |
|                                      | . |     |   | 2 |       |   |         |
|                                      | 3 |     |   | . |       |   |         |
|                                      | 3 |     |   | 1 |       |   |         |
|                                      |   |     |   | 4 |       |   |         |
|                                      |   |     |   | ) |       |   |         |
+--------------------------------------+---+-----+---+---+-------+---+---------+
| Loss on investments in securities    | - |     |   | 2 |       |   |  -      |
|                                      |   |     |   | 5 |       |   |         |
|                                      |   |     |   | , |       |   |         |
|                                      |   |     |   | 5 |       |   |         |
|                                      |   |     |   | 5 |       |   |         |
|                                      |   |     |   | 8 |       |   |         |
|                                      |   |     |   | . |       |   |         |
|                                      |   |     |   | 4 |       |   |         |
|                                      |   |     |   | 2 |       |   |         |
+--------------------------------------+---+-----+---+---+-------+---+---------+
| Loss on Disposal of Other Assets     | 1 |     |   | 8 |       |   |  -      |
|                                      | , |     |   | 7 |       |   |         |
|                                      | 8 |     |   | , |       |   |         |
|                                      | 6 |     |   | 2 |       |   |         |
|                                      | 2 |     |   | 5 |       |   |         |
|                                      | . |     |   | 6 |       |   |         |
|                                      | 5 |     |   | . |       |   |         |
|                                      | 0 |     |   | 4 |       |   |         |
|                                      |   |     |   | 8 |       |   |         |
+--------------------------------------+---+-----+---+---+-------+---+---------+
| Loss on Disposal of Assets           | 3 |     |   | 3 |       |   | 21      |
| Foreclosed                           | 1 |     |   | 6 |       |   | ,032.37 |
|                                      | , |     |   | , |       |   |         |
|                                      | 3 |     |   | 8 |       |   |         |
|                                      | 5 |     |   | 9 |       |   |         |
|                                      | 4 |     |   | 2 |       |   |         |
|                                      | . |     |   | . |       |   |         |
|                                      | 4 |     |   | 2 |       |   |         |
|                                      | 8 |     |   | 3 |       |   |         |
+--------------------------------------+---+-----+---+---+-------+---+---------+
| Loss on Decline in Value of Assets   | 4 |     |   | ( |       |   | 1       |
| Foreclosed (Reversal)                | 1 |     |   | 2 |       |   | ,437.55 |
|                                      | 6 |     |   | , |       |   |         |
|                                      | . |     |   | 0 |       |   |         |
|                                      | 0 |     |   | 0 |       |   |         |
|                                      | 6 |     |   | 4 |       |   |         |
|                                      |   |     |   | . |       |   |         |
|                                      |   |     |   | 8 |       |   |         |
|                                      |   |     |   | 9 |       |   |         |
|                                      |   |     |   | ) |       |   |         |
+--------------------------------------+---+-----+---+---+-------+---+---------+
| Earnings (loss) from operating       | 1 |     |   | 1 |       |   | 99      |
| activities before changes in         | 0 |     |   | 0 |       |   | ,631.89 |
| operating assets and liabilities     | 3 |     |   | 8 |       |   |         |
|                                      | , |     |   | , |       |   |         |
|                                      | 4 |     |   | 9 |       |   |         |
|                                      | 9 |     |   | 5 |       |   |         |
|                                      | 7 |     |   | 6 |       |   |         |
|                                      | . |     |   | . |       |   |         |
|                                      | 7 |     |   | 9 |       |   |         |
|                                      | 0 |     |   | 0 |       |   |         |
+--------------------------------------+---+-----+---+---+-------+---+---------+
| Decrease (increase) in operating     |   |     |   |   |       |   |         |
| assets                               |   |     |   |   |       |   |         |
+--------------------------------------+---+-----+---+---+-------+---+---------+
| (Increase) Decrease in Hire-Purchase | ( |     |   | 6 |       |   | (146,   |
| and Installment Sales Receivables    | 2 |     |   | 4 |       |   | 595.25) |
|                                      | 3 |     |   | , |       |   |         |
|                                      | 2 |     |   | 5 |       |   |         |
|                                      | , |     |   | 2 |       |   |         |
|                                      | 1 |     |   | 9 |       |   |         |
|                                      | 3 |     |   | . |       |   |         |
|                                      | 0 |     |   | 9 |       |   |         |
|                                      | . |     |   | 4 |       |   |         |
|                                      | 8 |     |   |   |       |   |         |
|                                      | 2 |     |   |   |       |   |         |
|                                      | ) |     |   |   |       |   |         |
+--------------------------------------+---+-----+---+---+-------+---+---------+
| (Increase) Decrease in Financial     | 3 |     |   | 4 |       |   | 3       |
| Lease Receivables                    | , |     |   | 7 |       |   | ,257.40 |
|                                      | 6 |     |   | , |       |   |         |
|                                      | 3 |     |   | 0 |       |   |         |
|                                      | 2 |     |   | 8 |       |   |         |
|                                      | . |     |   | 0 |       |   |         |
|                                      | 7 |     |   | . |       |   |         |
|                                      | 3 |     |   | 2 |       |   |         |
|                                      |   |     |   | 3 |       |   |         |
+--------------------------------------+---+-----+---+---+-------+---+---------+
| (Increase) Decrease in Factoring     | - |     |   | 2 |       |   | 355.00  |
| Contract Receivables                 |   |     |   | 5 |       |   |         |
|                                      |   |     |   | . |       |   |         |
|                                      |   |     |   | 0 |       |   |         |
|                                      |   |     |   | 0 |       |   |         |
+--------------------------------------+---+-----+---+---+-------+---+---------+
| (Increase) Decrease in Personal Loan | 3 |     |   | 1 |       |   | (18,    |
| Receivables                          | , |     |   | 1 |       |   | 613.20) |
|                                      | 0 |     |   | , |       |   |         |
|                                      | 1 |     |   | 7 |       |   |         |
|                                      | 9 |     |   | 2 |       |   |         |
|                                      | . |     |   | 7 |       |   |         |
|                                      | 1 |     |   | . |       |   |         |
|                                      | 7 |     |   | 2 |       |   |         |
|                                      |   |     |   | 9 |       |   |         |
+--------------------------------------+---+-----+---+---+-------+---+---------+
| (Increase) Decrease in Loan          | 8 |     |   | 6 |       |   | 4       |
|                                      | 6 |     |   | 0 |       |   | ,671.82 |
|                                      | . |     |   | , |       |   |         |
|                                      | 1 |     |   | 2 |       |   |         |
|                                      | 5 |     |   | 0 |       |   |         |
|                                      |   |     |   | 0 |       |   |         |
|                                      |   |     |   | . |       |   |         |
|                                      |   |     |   | 4 |       |   |         |
|                                      |   |     |   | 7 |       |   |         |
+--------------------------------------+---+-----+---+---+-------+---+---------+
| (Increase) Decrease in Assets        | ( |     |   | ( |       |   | (23,    |
| Foreclosed                           | 3 |     |   | 5 |       |   | 295.38) |
|                                      | 3 |     |   | 6 |       |   |         |
|                                      | , |     |   | , |       |   |         |
|                                      | 9 |     |   | 0 |       |   |         |
|                                      | 3 |     |   | 5 |       |   |         |
|                                      | 2 |     |   | 5 |       |   |         |
|                                      | . |     |   | . |       |   |         |
|                                      | 7 |     |   | 6 |       |   |         |
|                                      | 0 |     |   | 3 |       |   |         |
|                                      | ) |     |   | ) |       |   |         |
+--------------------------------------+---+-----+---+---+-------+---+---------+
| (Increase) Decrease in Revenue       | ( |     |   | 3 |       |   | -       |
| Department Receivable                | 1 |     |   | , |       |   |         |
|                                      | , |     |   | 5 |       |   |         |
|                                      | 9 |     |   | 6 |       |   |         |
|                                      | 5 |     |   | 2 |       |   |         |
|                                      | 3 |     |   | . |       |   |         |
|                                      | . |     |   | 4 |       |   |         |
|                                      | 7 |     |   | 0 |       |   |         |
|                                      | 1 |     |   |   |       |   |         |
|                                      | ) |     |   |   |       |   |         |
+--------------------------------------+---+-----+---+---+-------+---+---------+
| (Increase) Decrease in Other Current | ( |     |   | 2 |       |   | -       |
| Assets                               | 3 |     |   | 3 |       |   |         |
|                                      | , |     |   | , |       |   |         |
|                                      | 5 |     |   | 2 |       |   |         |
|                                      | 3 |     |   | 9 |       |   |         |
|                                      | 8 |     |   | 0 |       |   |         |
|                                      | . |     |   | . |       |   |         |
|                                      | 5 |     |   | 6 |       |   |         |
|                                      | 0 |     |   | 2 |       |   |         |
|                                      | ) |     |   |   |       |   |         |
+--------------------------------------+---+-----+---+---+-------+---+---------+
| (Increase) Decrease in Deferred      | 2 |     |   | 2 |       |   | (5,     |
| Income Tax                           | 2 |     |   | 3 |       |   | 891.43) |
|                                      | , |     |   | , |       |   |         |
|                                      | 2 |     |   | 2 |       |   |         |
|                                      | 1 |     |   | 9 |       |   |         |
|                                      | 5 |     |   | 0 |       |   |         |
|                                      | . |     |   | . |       |   |         |
|                                      | 3 |     |   | 6 |       |   |         |
|                                      | 4 |     |   | 2 |       |   |         |
+--------------------------------------+---+-----+---+---+-------+---+---------+
| (Increase) Decrease in Other         | ( |     |   | 5 |       |   | -       |
| Non-Current Assets                   | 6 |     |   | 9 |       |   |         |
|                                      | 2 |     |   | 6 |       |   |         |
|                                      | 7 |     |   | . |       |   |         |
|                                      | . |     |   | 8 |       |   |         |
|                                      | 4 |     |   | 5 |       |   |         |
|                                      | 5 |     |   |   |       |   |         |
|                                      | ) |     |   |   |       |   |         |
+--------------------------------------+---+-----+---+---+-------+---+---------+
| Increase (decrease) in operating     |   |     |   |   |       |   |         |
| liabilities                          |   |     |   |   |       |   |         |
+--------------------------------------+---+-----+---+---+-------+---+---------+
| Increase (Decrease) in Trade         | 1 |     |   | ( |       |   | 198.26  |
| Accounts Payable                     | 1 |     |   | 4 |       |   |         |
|                                      | 1 |     |   | 2 |       |   |         |
|                                      | . |     |   | 5 |       |   |         |
|                                      | 2 |     |   | . |       |   |         |
|                                      | 0 |     |   | 0 |       |   |         |
|                                      |   |     |   | 6 |       |   |         |
|                                      |   |     |   | ) |       |   |         |
+--------------------------------------+---+-----+---+---+-------+---+---------+
| Increase (Decrease) in Other Current | 5 |     |   | ( |       |   | 5       |
| Liabilities                          | , |     |   | 3 |       |   | ,907.58 |
|                                      | 1 |     |   | , |       |   |         |
|                                      | 9 |     |   | 2 |       |   |         |
|                                      | 1 |     |   | 1 |       |   |         |
|                                      | . |     |   | 0 |       |   |         |
|                                      | 9 |     |   | . |       |   |         |
|                                      | 1 |     |   | 9 |       |   |         |
|                                      |   |     |   | 7 |       |   |         |
|                                      |   |     |   | ) |       |   |         |
+--------------------------------------+---+-----+---+---+-------+---+---------+
| Increase (Decrease) in Cash          | ( |     |   | ( |       |   | (3,     |
| Guarantee for Damage on              | 3 |     |   | 7 |       |   | 044.76) |
| Hire-Purchase Contracts              | , |     |   | , |       |   |         |
|                                      | 7 |     |   | 1 |       |   |         |
|                                      | 7 |     |   | 4 |       |   |         |
|                                      | 6 |     |   | 5 |       |   |         |
|                                      | . |     |   | . |       |   |         |
|                                      | 1 |     |   | 2 |       |   |         |
|                                      | 3 |     |   | 5 |       |   |         |
|                                      | ) |     |   | ) |       |   |         |
+--------------------------------------+---+-----+---+---+-------+---+---------+
| Net cash received (used in) from     | ( |     |   | 2 |       |   | (85,    |
| operating activities                 | 1 |     |   | 4 |       |   | 652.92) |
|                                      | 3 |     |   | 8 |       |   |         |
|                                      | 0 |     |   | , |       |   |         |
|                                      | , |     |   | 2 |       |   |         |
|                                      | 9 |     |   | 0 |       |   |         |
|                                      | 3 |     |   | 6 |       |   |         |
|                                      | 4 |     |   | . |       |   |         |
|                                      | . |     |   | 2 |       |   |         |
|                                      | 7 |     |   | 6 |       |   |         |
|                                      | 2 |     |   |   |       |   |         |
|                                      | ) |     |   |   |       |   |         |
+--------------------------------------+---+-----+---+---+-------+---+---------+
|                                      |   |     |   |   |       |   |         |
+--------------------------------------+---+-----+---+---+-------+---+---------+
| Cash flows from (used in) investing  |   |     |   |   |       |   |         |
| activities                           |   |     |   |   |       |   |         |
+--------------------------------------+---+-----+---+---+-------+---+---------+
| (Increase) decrease in Long term     | 1 |     |   | ( |       |   |  -      |
| investment                           | 0 |     |   | 1 |       |   |         |
|                                      | , |     |   | , |       |   |         |
|                                      | 0 |     |   | 9 |       |   |         |
|                                      | 0 |     |   | 9 |       |   |         |
|                                      | 0 |     |   | 9 |       |   |         |
|                                      | . |     |   | . |       |   |         |
|                                      | 0 |     |   | 9 |       |   |         |
|                                      | 0 |     |   | 9 |       |   |         |
|                                      |   |     |   | ) |       |   |         |
+--------------------------------------+---+-----+---+---+-------+---+---------+
| Purchase of Property, Plant and      | ( |     |   | ( |       |   | (       |
| Equipment                            | 1 |     |   | 1 |       |   | 515.86) |
|                                      | , |     |   | , |       |   |         |
|                                      | 4 |     |   | 4 |       |   |         |
|                                      | 9 |     |   | 7 |       |   |         |
|                                      | 6 |     |   | 0 |       |   |         |
|                                      | . |     |   | . |       |   |         |
|                                      | 2 |     |   | 7 |       |   |         |
|                                      | 7 |     |   | 0 |       |   |         |
|                                      | ) |     |   | ) |       |   |         |
+--------------------------------------+---+-----+---+---+-------+---+---------+
| Net cash received (used in) from     | 8 |     |   | ( |       |   | (       |
| investing activities                 | , |     |   | 2 |       |   | 353.38) |
|                                      | 8 |     |   | , |       |   |         |
|                                      | 2 |     |   | 4 |       |   |         |
|                                      | 9 |     |   | 8 |       |   |         |
|                                      | . |     |   | 5 |       |   |         |
|                                      | 6 |     |   | . |       |   |         |
|                                      | 0 |     |   | 8 |       |   |         |
|                                      |   |     |   | 3 |       |   |         |
|                                      |   |     |   | ) |       |   |         |
+--------------------------------------+---+-----+---+---+-------+---+---------+
|                                      |   |     |   |   |       |   |         |
+--------------------------------------+---+-----+---+---+-------+---+---------+
| Cash flows (used in) financing       |   |     |   |   |       |   |         |
| activities                           |   |     |   |   |       |   |         |
+--------------------------------------+---+-----+---+---+-------+---+---------+
| Increase (decrease) in short term    | ( |     |   | ( |       |   | 88      |
| loan from financial institution      | 1 |     |   | 2 |       |   | ,685.15 |
|                                      | 7 |     |   | 2 |       |   |         |
|                                      | , |     |   | 9 |       |   |         |
|                                      | 2 |     |   | , |       |   |         |
|                                      | 2 |     |   | 2 |       |   |         |
|                                      | 4 |     |   | 5 |       |   |         |
|                                      | . |     |   | 2 |       |   |         |
|                                      | 2 |     |   | . |       |   |         |
|                                      | 9 |     |   | 7 |       |   |         |
|                                      | ) |     |   | 1 |       |   |         |
|                                      |   |     |   | ) |       |   |         |
+--------------------------------------+---+-----+---+---+-------+---+---------+
| Increase (decrease) in loans form    | - |     |   | ( |       |   | 11      |
| director                             |   |     |   | 1 |       |   | ,780.98 |
|                                      |   |     |   | 1 |       |   |         |
|                                      |   |     |   | , |       |   |         |
|                                      |   |     |   | 7 |       |   |         |
|                                      |   |     |   | 8 |       |   |         |
|                                      |   |     |   | 0 |       |   |         |
|                                      |   |     |   | . |       |   |         |
|                                      |   |     |   | 9 |       |   |         |
|                                      |   |     |   | 8 |       |   |         |
|                                      |   |     |   | ) |       |   |         |
+--------------------------------------+---+-----+---+---+-------+---+---------+
| Cash received from increasing        | 2 |     |   | - |       |   | -       |
| capital                              | 0 |     |   |   |       |   |         |
|                                      | 1 |     |   |   |       |   |         |
|                                      | , |     |   |   |       |   |         |
|                                      | 5 |     |   |   |       |   |         |
|                                      | 0 |     |   |   |       |   |         |
|                                      | 0 |     |   |   |       |   |         |
|                                      | . |     |   |   |       |   |         |
|                                      | 0 |     |   |   |       |   |         |
|                                      | 0 |     |   |   |       |   |         |
+--------------------------------------+---+-----+---+---+-------+---+---------+
| Dividend paid                        | ( |     |   | ( |       |   | (11,    |
|                                      | 6 |     |   | 1 |       |   | 000.00) |
|                                      | 2 |     |   | 0 |       |   |         |
|                                      | , |     |   | , |       |   |         |
|                                      | 0 |     |   | 0 |       |   |         |
|                                      | 0 |     |   | 0 |       |   |         |
|                                      | 0 |     |   | 0 |       |   |         |
|                                      | . |     |   | . |       |   |         |
|                                      | 0 |     |   | 0 |       |   |         |
|                                      | 0 |     |   | 0 |       |   |         |
|                                      | ) |     |   | ) |       |   |         |
+--------------------------------------+---+-----+---+---+-------+---+---------+
| Net cash received (used in) from     | 1 |     |   | ( |       |   | 89      |
| financing activities                 | 2 |     |   | 2 |       |   | ,466.12 |
|                                      | 2 |     |   | 5 |       |   |         |
|                                      | , |     |   | 1 |       |   |         |
|                                      | 2 |     |   | , |       |   |         |
|                                      | 7 |     |   | 0 |       |   |         |
|                                      | 5 |     |   | 3 |       |   |         |
|                                      | . |     |   | 3 |       |   |         |
|                                      | 7 |     |   | . |       |   |         |
|                                      | 1 |     |   | 6 |       |   |         |
|                                      |   |     |   | 8 |       |   |         |
|                                      |   |     |   | ) |       |   |         |
+--------------------------------------+---+-----+---+---+-------+---+---------+
|                                      |   |     |   |   |       |   |         |
+--------------------------------------+---+-----+---+---+-------+---+---------+
| Net increase and decrease in cash    | 1 |     |   | ( |       |   | 3       |
| and cash equivalents                 | 7 |     |   | 5 |       |   | ,459.82 |
|                                      | 0 |     |   | , |       |   |         |
|                                      | . |     |   | 3 |       |   |         |
|                                      | 5 |     |   | 1 |       |   |         |
|                                      | 9 |     |   | 3 |       |   |         |
|                                      |   |     |   | . |       |   |         |
|                                      |   |     |   | 2 |       |   |         |
|                                      |   |     |   | 6 |       |   |         |
|                                      |   |     |   | ) |       |   |         |
+--------------------------------------+---+-----+---+---+-------+---+---------+
| Cash and cash equivalents at         | 8 |     |   | 6 |       |   | 2       |
| beginning of the year                | 0 |     |   | , |       |   | ,658.40 |
|                                      | 4 |     |   | 1 |       |   |         |
|                                      | . |     |   | 1 |       |   |         |
|                                      | 9 |     |   | 8 |       |   |         |
|                                      | 6 |     |   | . |       |   |         |
|                                      |   |     |   | 2 |       |   |         |
|                                      |   |     |   | 2 |       |   |         |
+--------------------------------------+---+-----+---+---+-------+---+---------+
| Cash and cash equivalents at end of  | 9 |     |   | 8 |       |   | 6       |
| the year                             | 7 |     |   | 0 |       |   | ,118.22 |
|                                      | 5 |     |   | 4 |       |   |         |
|                                      | . |     |   | . |       |   |         |
|                                      | 5 |     |   | 9 |       |   |         |
|                                      | 6 |     |   | 6 |       |   |         |
+--------------------------------------+---+-----+---+---+-------+---+---------+

3.  Relevant financial ratios which reflected the financial position and
    operating results

  ----------------------------------- ------------- ----------- -----------
                                      2004          2003        2002

  Profitability Ratio                                            

  Yield rate (%)                      38.17%        36.89%      34.03%

  Interest rate (%)                   6.06%         6.59%       7.11%

  Net yield rate (%)                  32.11%        30.31%      26.92%

  Net profit rate (%)                 18.97%        18.20%      6.09%

  Return on equity (%)                19.62%        30.80%      10.67%

  Efficiency Ratio                                               

  Return on total assets (%)          7.32%         6.40%       1.78%

  Total assets turnover ratio (times) 0.39          0.35        0.29

  Financial Policy Ratio                                         

  Ratio of Liability to Equity        1.22          2.65        5.31
  (times)                                                       

  Ratio of Total receivable to Loan   1.44          1.05        0.97
  from (times)                                                  

  Dividend rate (%)*                  NA.           130.69%     70.14%

  Asset Quality Ratio                                           

  Ratio of allowance for doubtful     5.11%         9.16%       7.29%
  debt to total receivable (%)                                  

  Ratio of bad debt to total          3.62%         9.83%       5.51%
  receivable (%)                                                

  Ratio of non performing loan to     5.50%         11.17%      12.37%
  total receivable (%)                                          
  ----------------------------------- ------------- ----------- -----------

2.12.2 Explanation and Analysis of Financial position and performance

  The Company’s financial statements between 2002-2004 were audited by
  certified public auditor represent of A.M.C. Company Limited and were
  disclosed as following.

  Operating Performance

  In 2004 Group Lease Public Company Limited operates the service for
  hire purchase motorcycles in Bangkok, boundary, and upcountry. 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 range of hire purchase motorcycle term is
  average 24 months. During the year 2004 the operating performance
  showed as following.

  Revenues

  There is increasing in total revenue from Baht 260.65 million in 2003
  to Baht 278.93 million in 2004 which increases by Baht 18.28 million
  or 7.01percentage as following details.

  Revenue from Hire Purchase and Asset Financing is 84.37% of total
  revenue, it increases from Baht 214.03 million to Baht 235.32 million
  by increasing Baht 21.29 million or 9.95% of prior year. Whereas the
  main income comes from hire purchase motorcycles which increases by
  14.70% due to the business expanding- hire purchase motorcycles and
  ceasing in other services.

  Other revenues is 14.85 % of total revenue, it increases from Baht
  39.55 million to Baht 41.42 million by increasing Baht 1.88 million or
  4.75% of prior year.

  However revenues from financial lease, factoring contracts, and
  personal loan decrease from Baht 7.07 million to Baht 2.18 million by
  decreasing Baht 4.89 million or 69.17% of prior, result from the
  ceasing service in that field. Revenues from above mention come from
  the contracts which made before ceasing.

  Expenses

  Total expenses is 62.62% of total revenue in 2004, it increases from
  Baht 153.64 million in 2003 to Baht 174.68 million in 2004 which
  increases by Baht 21.03 million or 13.69% of prior year expense.

  Service and Administrative expenses increase from Baht 75.83 million
  to Baht 126.25 million by increasing Baht 50.43 million or 66.50% of
  prior year. Because of high competition in business, more new
  entrepreneurs, the Company have to invest more for sale promotion ,
  the cost jumps up from Baht 19.20 million (average Baht 1,500 per unit
  in 2003) to Baht 50.42 million (average Baht 2,300 in 2004) which
  increase by Baht 31.22 million or 162.60% of prior year. However that
  cost is variable to sale volume of the Company’s dealer which is
  induced customers to use the Company’s service and that will create
  revenue from future hire purchase contract.

 Bad debts and Doubtful debts

  In 2003 The Company sold non performing loans which were Loan
  receivable, Investments in market security, Financial leases
  receivable-, and Factoring Contract Receivables which are not the core
  business of the Company with amount Baht 62.44 million, net accounting
  amount equaled 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.

  In 2004 bad debts and doubtful debts amounted Baht 12.33 million
  decrease by 40.19 million Baht from prior year. Because the company
  provides only hire purchase motorcycles service and in last year the
  provision for doubtful debt of other services were completely
  recorded.

  Sale of bad debts from hire purchase motorcycles decrease from Baht
  35.18 million in 2003 to Baht 19.24 million in 2004 by decreasing Baht
  15.94 million or 45.31%. The Company pay more strict attention to the
  policy to credit approval process which result in better quality of
  debtor-on hire purchase motorcycle contracts in 2004 than 2003. (see
  Analysis of account receivable and allowance for doubtful debts)

 Loss on sale of repossessed assets

  Motorcycle in the hire purchase contract is the collateral for this
  industry because the Company can repossess motorcycle if customer
  doesn’t pay 2 continuous terms of installment. Furthermore the Company
  will terminate the contract and sell motorcycle via auction.

  In 2003 the Company sold the repossessed motorcycle via auction with
  volume 2,927 units, and 3,292 units in 2004 which increase by 365
  units or 12.47%. In contrast the loss from sale of repossessed
  motorcycle decrease from Baht 36.89 million to 31.35 million Baht by
  Baht 5.54 million or 15.01% from prior year. The result of that
  incident comes from the brand of motorcycle which the Company give the
  service, is well known and welcomed to the market. However if
  motorcycle in hire purchase contract is not good welcomed, the Company
  will set the higher down payment to reduce the risk. So when there is
  repossession, the loss from that case will be minimized automatically.
  The loss on sale of repossessed motorcycle decrease in average from
  Baht 11,800 per unit in 2003 to Baht 8,800 per unit in 2004.

 Interest expense

  Interest expense in 2003 decreased from Baht 36.28 million to Baht
  25.90 million in 2004 by Baht 10.38 million or 28.62% from prior year.
  Due to increasing in registered capital to Baht 225.00 million in 2004
  from Baht 100.00 million by Baht 125.00 million, with premium on share
  Baht 78.00 million, the cost of financing would decrease.

  Net profit

  Earning before interest expense and income tax (EBIT) decreases from
  Baht 107.01 million in 2003 to Baht 104.25 million in 2004 by Baht
  2.76 million or 2.58%. Because high competition and more incoming new
  entrepreneurs in 2004 cause the Company have to invest more in sale
  promotion expense which increases by 162.60% or Baht 31.22 million.
  However Earning after income tax (EAT) increases from Baht 47.44
  million to Baht 52.92 million by Baht 5.47 million or 11.54%. That
  will be the sign of profitability of the Company, maintained in good
  position. (see Profitability Ratio in 2004 Group Lease Public Company
  Limited operate the service for hire purchase motorcycles in Bangkok,
  boundary, and up country. 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 range of
  hire purchase motorcycle term is average 24 months. During the year
  2004 the operating performance showed as following.

 Profitability Ratio

  ---------------------------- -------------- --------- ------------- -------------
                                                        Unit          
                                                        :Percentage   

  Effective Interest Rate      2004           2003                    2002

  Yield rate                   38.17          36.89                   34.03

  Interest rate                6.06           6.59                    7.11

  Net yield rate               32.11          30.31                   26.92
  ---------------------------- -------------- --------- ------------- -------------

  Adjustment of yield rate in 2004 increases to 38.17% (Effective
  Interest Rate) from 36.89% in 2003 due to the higher in interest rate
  of hire purchase motorcycle industry.

  Interest rate in 2004 decreases to 6.06% (Effective Interest Rate)
  from 6.59% in 2003 but there is potential of increasing in loan
  interest rate of Commercial banks in 2005. And that increasing will be
  slightly changed, which is not being the big change like the incident
  of floating Baht currency at July 2, 1997 which caused big damage over
  all industries.

  However there is no rules or any regulation to control the ceiling
  interest rate of hire purchase motorcycles. The Company can applies
  the new interest rate for new customers upon the competition situation
  but not for the old contracts which have average term of installments
  at 24 months. Whereas in 2004 yield rate increases but interest rate
  decreases, result in higher in net yield rate from 30.31% in 2003 to
  32.11% in 2004 by 1.80%. And that increasing affects to the increasing
  in ratio of earning after tax to total revenue from 18.20% in 2003 to
  18.97% in 2004 by 0.77%

  ----------------------------------------------- -----------------------
  Interest rate (MOR) averaged by Bank of         Percentage
  Ayuthaya                                        

  2004                                            6.00

  2003                                            6.59

  2002                                            7.74
  ----------------------------------------------- -----------------------

  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 does not depend on
  any rule or regulation so the Company can set the appropriate yield
  rate for continuously operation.

  Financial position

  Total assets

  ----------------------------- ------------ -------- ------------ -------- ---------- ------------ --------
                                                                            Unit:                   
                                                                            Thousand                
                                                                            Baht                    

  Asset                         2004                  2003                             2002         

                                Amount       %        Amount       %                   Amount       %

  Cash and Cash Equivalents     975.56       0.12     804.96       0.13                6,118.22     0.72

  Hire-Purchase and Installment 725,682.21   89.02    507,353.54   80.57               625,946.96   73.30
  Sales Receivables-Net                                                                             

  Financial Lease               0.00         0.00     255.26       0.04                28,081.42    3.29
  Receivables-Net                                                                                   

  Factoring Contract            0.00         0.00     0            0.00                469.17       0.05
  Receivables-Net                                                                                   

  Personal Loan Receivables-Net 222.82       0.03     4,623.96     0.73                18,613.21    2.18

  Loan-Net                      0.00         0.00     0            0.00                30,376.32    3.56

  Other Current Assets          17,462.62    2.14     11,670.76    1.85                15,913.19    1.86

  Accounts Receivable and Loans 629.25       0.08     771.12       0.12                883.80       0.10
  to Employees                                                                                      

  Long-Term Investments-Net     2,000.00     0.24     12,000.00    1.91                10,000.00    1.17

  Property, Plant and           40,902.81    5.02     42,712.63    6.78                44,747.08    5.24
  Equipment-Net                                                                                     

  Other Non-Current Assets      27,299.65    3.35     49,494.38    7.86                72,810.55    8.53

  Total Assets                  815,174.92   100.00   629,686.61   100.00              853,959.91   100.00
  ----------------------------- ------------ -------- ------------ -------- ---------- ------------ --------

  Total assets as of December 31, 2004 amount Baht 815.17 million which
  increases from Baht 629.69 million of prior year by Baht 185.49
  million or 29.46%. In the same direction, Hire Purchase and
  Installment Sales Receivables-Net also increases from Baht 507.35
  million of prior year to Baht 725.68 million by Baht 218.33 million or
  43.03% due to the operating expansion. In 2004 the Company expands
  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 2004 there is credit approval for hire purchase motorcycle for Baht
  724.17 million which increases from Baht 401.77 million of year 2003
  by Baht 322.39 million or 80.24%.

  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 2004, 2003, and
  2002.

+----------------+------+-----------------------+-----+---+----+-------+
| Accounts       |      |                       |     |   | Un |       |
| Receivable-    |      |                       |     |   | it |       |
| Hire Purchase  |      |                       |     |   | :  |       |
| and Asset      |      |                       |     |   | Th |       |
| Finance as of  |      |                       |     |   | ou |       |
| December31,    |      |                       |     |   | sa |       |
| 2004           |      |                       |     |   | nd |       |
|                |      |                       |     |   | Ba |       |
|                |      |                       |     |   | ht |       |
+----------------+------+-----------------------+-----+---+----+-------+
| Aging of       | Nu   | Accounts Receivable   | %   | A |    | %     |
| Accounts       | mber | and Accrued Income    |     | l |    |       |
| Receivable-    | of   | after deducting       |     | l |    | Allo  |
| Hire Purchase  | Cont | Interest income and   |     | o |    | wance |
|                | ract | installment, VAT,     |     | w |    | for   |
| and Asset      |      | Deposit for loss from |     | a |    | dou   |
| Finance        |      | customer              |     | n |    | btful |
|                |      |                       |     | c |    | debt  |
|                |      |                       |     | e |    |       |
|                |      |                       |     | f |    |       |
|                |      |                       |     | o |    |       |
|                |      |                       |     | r |    |       |
|                |      |                       |     | d |    |       |
|                |      |                       |     | o |    |       |
|                |      |                       |     | u |    |       |
|                |      |                       |     | b |    |       |
|                |      |                       |     | t |    |       |
|                |      |                       |     | f |    |       |
|                |      |                       |     | u |    |       |
|                |      |                       |     | l |    |       |
|                |      |                       |     | d |    |       |
|                |      |                       |     | e |    |       |
|                |      |                       |     | b |    |       |
|                |      |                       |     | t |    |       |
+----------------+------+-----------------------+-----+---+----+-------+
| Not exceed one | 28   | 675,685.85            | 88  | 6 |    | 1.00  |
| installment    | ,978 |                       | .45 | , |    |       |
|                |      |                       |     | 7 |    |       |
|                |      |                       |     | 6 |    |       |
|                |      |                       |     | 0 |    |       |
|                |      |                       |     | . |    |       |
|                |      |                       |     | 0 |    |       |
|                |      |                       |     | 6 |    |       |
+----------------+------+-----------------------+-----+---+----+-------+
| Past due 2-3   | 2    | 42,717.00             | 5   | 8 |    | 2.00  |
| installments   | ,170 |                       | .59 | 5 |    |       |
|                |      |                       |     | 4 |    |       |
|                |      |                       |     | . |    |       |
|                |      |                       |     | 3 |    |       |
|                |      |                       |     | 5 |    |       |
+----------------+------+-----------------------+-----+---+----+-------+
| Past due 4-6   | 818  | 14,350.94             | 1   | 2 |    | 20.00 |
| installments   |      |                       | .88 | , |    |       |
|                |      |                       |     | 8 |    |       |
|                |      |                       |     | 7 |    |       |
|                |      |                       |     | 0 |    |       |
|                |      |                       |     | . |    |       |
|                |      |                       |     | 2 |    |       |
|                |      |                       |     | 1 |    |       |
+----------------+------+-----------------------+-----+---+----+-------+
| Past due 7-12  | 364  | 5,601.20              | 0   | 2 |    | 50.00 |
| installments   |      |                       | .73 | , |    |       |
|                |      |                       |     | 8 |    |       |
|                |      |                       |     | 0 |    |       |
|                |      |                       |     | 1 |    |       |
|                |      |                       |     | . |    |       |
|                |      |                       |     | 6 |    |       |
|                |      |                       |     | 6 |    |       |
+----------------+------+-----------------------+-----+---+----+-------+
| Past due over  | 498  | 25,594.78             | 3   | 2 |    | 1     |
| 12             |      |                       | .35 | 5 |    | 00.00 |
| installments   |      |                       |     | , |    |       |
|                |      |                       |     | 5 |    |       |
|                |      |                       |     | 9 |    |       |
|                |      |                       |     | 4 |    |       |
|                |      |                       |     | . |    |       |
|                |      |                       |     | 7 |    |       |
|                |      |                       |     | 8 |    |       |
+----------------+------+-----------------------+-----+---+----+-------+
| Total          | 32   | 763,949.77            | 100 | 3 |    | 7.59  |
|                | ,828 |                       | .00 | 8 |    |       |
|                |      |                       |     | , |    |       |
|                |      |                       |     | 8 |    |       |
|                |      |                       |     | 8 |    |       |
|                |      |                       |     | 1 |    |       |
|                |      |                       |     | . |    |       |
|                |      |                       |     | 0 |    |       |
|                |      |                       |     | 7 |    |       |
+----------------+------+-----------------------+-----+---+----+-------+

+----------------+------+-----------------------+-----+---+---+-------+
| Accounts       |      |                       |     |   | U |       |
| Receivable-    |      |                       |     |   | n |       |
| Hire Purchase  |      |                       |     |   | i |       |
| and Asset      |      |                       |     |   | t |       |
| Finance as of  |      |                       |     |   | : |       |
| December31,    |      |                       |     |   | T |       |
| 2003           |      |                       |     |   | h |       |
|                |      |                       |     |   | o |       |
|                |      |                       |     |   | u |       |
|                |      |                       |     |   | s |       |
|                |      |                       |     |   | a |       |
|                |      |                       |     |   | n |       |
|                |      |                       |     |   | d |       |
|                |      |                       |     |   | B |       |
|                |      |                       |     |   | a |       |
|                |      |                       |     |   | h |       |
|                |      |                       |     |   | t |       |
+----------------+------+-----------------------+-----+---+---+-------+
| Aging of       | Nu   | Accounts Receivable   | %   | A |   | %     |
| Accounts       | mber | and Accrued Income    |     | l |   |       |
| Receivable-    | of   | after deducting       |     | l |   | Allo  |
| Hire Purchase  | Cont | Interest income and   |     | o |   | wance |
|                | ract | installment, VAT,     |     | w |   | for   |
| and Asset      |      | Deposit for loss from |     | a |   | dou   |
| Finance        |      | customer              |     | n |   | btful |
|                |      |                       |     | c |   | debt  |
|                |      |                       |     | e |   |       |
|                |      |                       |     |   |   |       |
|                |      |                       |     | f |   |       |
|                |      |                       |     | o |   |       |
|                |      |                       |     | r |   |       |
|                |      |                       |     | d |   |       |
|                |      |                       |     | o |   |       |
|                |      |                       |     | u |   |       |
|                |      |                       |     | b |   |       |
|                |      |                       |     | t |   |       |
|                |      |                       |     | f |   |       |
|                |      |                       |     | u |   |       |
|                |      |                       |     | l |   |       |
|                |      |                       |     | d |   |       |
|                |      |                       |     | e |   |       |
|                |      |                       |     | b |   |       |
|                |      |                       |     | t |   |       |
+----------------+------+-----------------------+-----+---+---+-------+
| Not exceed one | 21   | 452,379.77            | 81  | 4 |   | 1.00  |
| installment    | ,758 |                       | .67 | , |   |       |
|                |      |                       |     | 5 |   |       |
|                |      |                       |     | 3 |   |       |
|                |      |                       |     | 6 |   |       |
|                |      |                       |     | . |   |       |
|                |      |                       |     | 9 |   |       |
|                |      |                       |     | 4 |   |       |
+----------------+------+-----------------------+-----+---+---+-------+
| Past due 2-3   | 1    | 34,131.10             | 6   | 6 |   | 2.00  |
| installments   | ,705 |                       | .16 | 8 |   |       |
|                |      |                       |     | 2 |   |       |
|                |      |                       |     | . |   |       |
|                |      |                       |     | 6 |   |       |
|                |      |                       |     | 6 |   |       |
+----------------+------+-----------------------+-----+---+---+-------+
| Past due 4-6   | 904  | 17,259.48             | 3   | 3 |   | 20.00 |
| installments   |      |                       | .12 | , |   |       |
|                |      |                       |     | 4 |   |       |
|                |      |                       |     | 5 |   |       |
|                |      |                       |     | 2 |   |       |
|                |      |                       |     | . |   |       |
|                |      |                       |     | 4 |   |       |
|                |      |                       |     | 7 |   |       |
+----------------+------+-----------------------+-----+---+---+-------+
| Past due 7-12  | 735  | 15,758.02             | 2   | 7 |   | 50.00 |
| installments   |      |                       | .84 | , |   |       |
|                |      |                       |     | 8 |   |       |
|                |      |                       |     | 7 |   |       |
|                |      |                       |     | 9 |   |       |
|                |      |                       |     | . |   |       |
|                |      |                       |     | 3 |   |       |
|                |      |                       |     | 4 |   |       |
+----------------+------+-----------------------+-----+---+---+-------+
| Past due over  | 789  | 34,359.24             | 6   | 3 |   | 1     |
| 12             |      |                       | .20 | 4 |   | 00.00 |
| installments   |      |                       |     | , |   |       |
|                |      |                       |     | 3 |   |       |
|                |      |                       |     | 5 |   |       |
|                |      |                       |     | 9 |   |       |
|                |      |                       |     | . |   |       |
|                |      |                       |     | 2 |   |       |
|                |      |                       |     | 4 |   |       |
+----------------+------+-----------------------+-----+---+---+-------+
| Total          | 25   | 553,887.61            | 100 | 5 |   | 9.19  |
|                | ,891 |                       | .00 | 0 |   |       |
|                |      |                       |     | , |   |       |
|                |      |                       |     | 9 |   |       |
|                |      |                       |     | 1 |   |       |
|                |      |                       |     | 0 |   |       |
|                |      |                       |     | . |   |       |
|                |      |                       |     | 6 |   |       |
|                |      |                       |     | 5 |   |       |
+----------------+------+-----------------------+-----+---+---+-------+

+----------------+------+-----------------------+-----+---+---+-------+
| Accounts       |      |                       |     |   | U |       |
| Receivable-    |      |                       |     |   | n |       |
| Hire Purchase  |      |                       |     |   | i |       |
| and Asset      |      |                       |     |   | t |       |
| Finance as of  |      |                       |     |   | : |       |
| December31,    |      |                       |     |   | T |       |
| 2002           |      |                       |     |   | h |       |
|                |      |                       |     |   | o |       |
|                |      |                       |     |   | u |       |
|                |      |                       |     |   | s |       |
|                |      |                       |     |   | a |       |
|                |      |                       |     |   | n |       |
|                |      |                       |     |   | d |       |
|                |      |                       |     |   | B |       |
|                |      |                       |     |   | a |       |
|                |      |                       |     |   | h |       |
|                |      |                       |     |   | t |       |
+----------------+------+-----------------------+-----+---+---+-------+
| Aging of       | Nu   | Accounts Receivable   | %   | A |   | %     |
| Accounts       | mber | and Accrued Income    |     | l |   |       |
| Receivable-    | of   | after deducting       |     | l |   | Allo  |
| Hire Purchase  | Cont | Interest income and   |     | o |   | wance |
|                | ract | installment, VAT,     |     | w |   | for   |
| and Asset      |      | Deposit for loss from |     | a |   | dou   |
| Finance        |      | customer              |     | n |   | btful |
|                |      |                       |     | c |   | debt  |
|                |      |                       |     | e |   |       |
|                |      |                       |     | f |   |       |
|                |      |                       |     | o |   |       |
|                |      |                       |     | r |   |       |
|                |      |                       |     | d |   |       |
|                |      |                       |     | o |   |       |
|                |      |                       |     | u |   |       |
|                |      |                       |     | b |   |       |
|                |      |                       |     | t |   |       |
|                |      |                       |     | f |   |       |
|                |      |                       |     | u |   |       |
|                |      |                       |     | l |   |       |
|                |      |                       |     | d |   |       |
|                |      |                       |     | e |   |       |
|                |      |                       |     | b |   |       |
|                |      |                       |     | t |   |       |
+----------------+------+-----------------------+-----+---+---+-------+
| Not exceed one | 16   | 401,546.78            | 59  | 0 |   | 0     |
| installment    | ,447 |                       | .34 |   |   |       |
+----------------+------+-----------------------+-----+---+---+-------+
| Past due 2-3   | 8    | 184,124.56            | 27  | 0 |   | 0     |
| installments   | ,429 |                       | .21 |   |   |       |
+----------------+------+-----------------------+-----+---+---+-------+
| Past due 4-6   | 1    | 33,270.93             | 4   | 7 |   | 23.08 |
| installments   | ,423 |                       | .92 | , |   |       |
|                |      |                       |     | 6 |   |       |
|                |      |                       |     | 7 |   |       |
|                |      |                       |     | 8 |   |       |
|                |      |                       |     | . |   |       |
|                |      |                       |     | 1 |   |       |
|                |      |                       |     | 1 |   |       |
+----------------+------+-----------------------+-----+---+---+-------+
| Past due 7-12  | 561  | 16,813.78             | 2   | 9 |   | 56.14 |
| installments   |      |                       | .48 | , |   |       |
|                |      |                       |     | 4 |   |       |
|                |      |                       |     | 3 |   |       |
|                |      |                       |     | 8 |   |       |
|                |      |                       |     | . |   |       |
|                |      |                       |     | 6 |   |       |
|                |      |                       |     | 1 |   |       |
+----------------+------+-----------------------+-----+---+---+-------+
| Past due over  | 496  | 40,886.41             | 6   | 3 |   | 82.13 |
| 12             |      |                       | .04 | 3 |   |       |
| installments   |      |                       |     | , |   |       |
|                |      |                       |     | 5 |   |       |
|                |      |                       |     | 7 |   |       |
|                |      |                       |     | 8 |   |       |
|                |      |                       |     | . |   |       |
|                |      |                       |     | 7 |   |       |
|                |      |                       |     | 7 |   |       |
+----------------+------+-----------------------+-----+---+---+-------+
| Total          | 27   | 676,642.45            | 100 | 5 |   | 7.49  |
|                | ,356 |                       | .00 | 0 |   |       |
|                |      |                       |     | , |   |       |
|                |      |                       |     | 6 |   |       |
|                |      |                       |     | 9 |   |       |
|                |      |                       |     | 5 |   |       |
|                |      |                       |     | . |   |       |
|                |      |                       |     | 4 |   |       |
|                |      |                       |     | 9 |   |       |
+----------------+------+-----------------------+-----+---+---+-------+

  Appropriation -Provision of allowance for doubtful debt

  In 2003 The Company changed the policy for Provision of allowance for
  doubtful debt compliance with Bank of Thailand’s regulation. That
  state is more strict than the old regulation which results in higher
  allowance for doubtful debts account from 7.49% in 2002 to 9.19% of
  year 2003.

  In 2004 the Provision of allowance for doubtful debt is 7.59% which
  decreases from 9.19% of year 2003. The cause of that decreasing comes
  from the more strict policy in credit approval to administrative only
  the good quality of debts. (see Asset Quality ratio)

  Since 2002, Allowance for doubtful debts for Hire Purchase
  Receivables, Assets Financial Receivables and Personal Loan
  Receivables were followed to the announcement of Bank Of Thailand
  number Thor.Por.Tor. Sor.Nor.Sor. (21) Vor.32/2546 which regulated
  about the non value or non recallable asset and doubtful non-value
  assets or non recallable asset as referred by commercial bank. By
  calculating from amount in contract plus accrued interest income minus
  unearned interest income, value added tax and retention for damage (if
  any). and considered by aging of installment overdue.

  On April 23, 2004 the Institute of Certified Accountants and Auditors
  of Thailand has issued an announcement no. Sor.Nor. 111/2547 in
  regarding to set for the allowance for doubtful debt of consumer
  finance industry should set the allowance for doubtful debt in full
  receivable amounts of the overdue receivables which are more than 3
  installments overdue without deducting the amount of guarantees from
  the remaining debt amount. The Company has used accounting policy
  which is inconsistency to the guidelines announcement.

  However, The Company chooses to follow the regulation issued by Bank
  of Thailand number Thor.Por.Tor. Sor.Nor.Sor. (21) Vor.32/2546 which
  is appropriate for the Company’s business operation. By the
  experiences, The Company could persuade most customers with more these
  3 installments overdue to make payment satisfactorily on the other
  hand The Company was able to foreclose assets secured by debtors and
  then sell via auction. In addition, The Company have already made
  provision for bad and doubtful debts based on that chosen method.

Asset Quality ratio

  As of December 31, 2004 Hire Purchase and Installment Sales
  Receivables- past due not exceed 1 installment is Baht 675.69 million
  which increases from Baht 452.38 million of prior year by Baht 223.31
  million or 49.36%. On the other hand Hire Purchase and Installment
  Sales Receivables- past due over 2 installments is Baht 8.26 million
  which decreases from Baht 101.51 million of prior year by 13.24
  million Baht or 13.05 %. That incident implies that administration of
  accounts receivable in 2004 is more efficiency than in 2003.

  Liabilities

+--------------------------------+------------+-----------+------------+
|                                |            |           | Unit:      |
|                                |            |           | Thousand   |
|                                |            |           | Baht       |
+--------------------------------+------------+-----------+------------+
| Liabilities                    | 2004       | 2003      | 2002       |
+--------------------------------+------------+-----------+------------+
| Liabilities                    |            |           |            |
+--------------------------------+------------+-----------+------------+
| Current Liabilities            |            |           |            |
+--------------------------------+------------+-----------+------------+
| Bank overdraft and Short term  | 418,874.49 | 4         | 665,351.49 |
| loan                           |            | 36,098.78 |            |
+--------------------------------+------------+-----------+------------+
| Trades accounts payable        | 201.93     | 90.73     | 515.79     |
+--------------------------------+------------+-----------+------------+
| Other current liabilities      | 27,058.09  | 14,595.79 | 19,847.58  |
+--------------------------------+------------+-----------+------------+
| Non current Liabilities        |            |           |            |
+--------------------------------+------------+-----------+------------+
| Loan from director             | 0.00       | 0.00      | 11,780.98  |
+--------------------------------+------------+-----------+------------+
| Deposit for loss from hire     | 2,391.39   | 6,167.53  | 21,172.27  |
| purchase contract              |            |           |            |
+--------------------------------+------------+-----------+------------+
| Total Liabilities              | 448,525.90 | 4         | 718,668.10 |
|                                |            | 56,952.83 |            |
+--------------------------------+------------+-----------+------------+

  In operating of past few years the main source of fund of the Company
  has come from Bank overdraft and Short term loan from financial
  institution. As of December31, 2004 Bank overdraft and Short term loan
  is Baht 418.87 million which decreases from Baht 436.10 million of
  prior year by Baht 17.22 million or 3.95%. That compose of Note
  payable-on call amount Baht 405.00 million and Baht 420.00 million in
  2004 and 2003 respectively.

Shareholders’ Equity

  ------------------------------------- ------------ ------------ ---------- ------------
                                                                  Unit:      
                                                                  Thousand   
                                                                  Baht       

                                        2004         2003                    2002

  Shareholders’ Equity                                                        

  Registered 45,000,000 ordinary shares 225,000.00                           
  of Baht 5.00 each                                                          

  Registered 10,000,000 ordinary shares              100,000.00              100,000.00
  of Baht 10.00 each                                                         

  Issued and paid up 45,000,000         225,000.00                           
  ordinary shares of Baht 5.00 each                                          

  Issued and paid up 10,000,000                      100,000.00              100,000.00
  ordinary shares of Baht 10.00 each                                         

  Premium on ordinary shares            78,000.00                            

  Retained Earnings                                                           

  Appropriated-Statutory reserves       10,239.41    10,239.41               10,239.41

  Unappropriated                        53,409.61    62,494.38               25,052.40

  Total Shareholders’ Equity            366,649.02   172,733.78              135,291.81
  ------------------------------------- ------------ ------------ ---------- ------------

  In 2004 there is Unappropriated retained earning at Baht 53.41 million
  which decreases from Baht 62.49 million of prior year by Baht 9.09
  million. Because the dividend paid amounts Baht 62.00 million for the
  Company performance of the past years and Earning after income tax of
  2004 is Baht 52.92 million.

  In 2004 shareholders’ equity is Baht 366.65 million which increases
  from Baht 172.73 million due to rising in capital by Baht 125.00
  million in 2004 from Baht 100.00 million in 2003 to Baht 225.00
  million in 2004. Rising in the capital result in Baht 78.00 million of
  Premium on ordinary shares and Baht 53.41 million of unappropriated
  retained earning . Information in rising capital is following.

  In March 2004 the Company issued ordinary shares to the old
  shareholders with amount Baht 50.00 million (5.00 million shares at
  Baht 10.00 each) and proposed to directors, personnel and the
  Company’s consultant with amount 5.00 million Baht (0.50 million
  shares at Baht 10.00 each) then proposed to related company in Bank
  Ayudhya group with amount Baht 20.00 million (2.00 million shares at
  Baht 10.00 each). There is premium of that issuing amount Baht 8.00
  million (2.00 million shares at Baht 4.00 each).

  In the meeting of Shareholders No.1/2004 which held at March 22, 2004,
  there was resolution in dividing par value from Baht 10.00 each to
  Baht 5.00 each.

  During October 4 - 5, 2004. The Company proposed to issue the ordinary
  shares to public with amount 10.00 million shares ( par stated at Baht
  5.00 each). Initial public offering was Baht 12.00 each, total of
  increasing capital is Baht 50.00 million with Baht 70.00 million of
  premium on ordinary shares. All ordinary shares are fully paid up to
  Baht 120.00 million at October 6, 2004.

  As of December 31, 2004 the Company’s registered capital and fully
  paid is 45.00 million shares at Baht 5.00 each, total amount Baht
  225.00 million with Baht 78.00 million of premium on ordinary shares,
  Baht 10.24 million of Appropriated-Statutory reserves retained
  earning, and Baht 53.41 million of Unappropriated-Statutory reserves
  retained earning. Total of shareholders’ equity is Baht 366.65 million
  which increases from Baht 172.73 million of year 2003 by rating
  112.26%.

  Liquidity

  As of December 31,2004 Total current assets is 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 is Baht 446.13 million including Baht 418.87 million of
  Bank overdraft and Short term loans.

  As of December 31,2003 Total current assets was Baht 524.71 million or
  83.33 of total assets. In which include accounts receivable amount
  Baht 512.23 million or 81.34% of total assets. Total current
  liabilities Baht 450.79 million including Baht 436.10 million of Bank
  overdraft and Short term loans.

  Liquidity ratio are 1.6 times and 1.1 times in 2004 and 2003
  respectively. Liquidity ratio of year 2004 is 0.5 time higher than
  prior year due to increasing the capital and the operating expansion
  covering extension term of installment to 24 months in 2004.

  Cash flow from financing activities in 2004 illustrates the net cash
  used in financing activities is Baht 130.93 million. Most of the cash
  is used in expanding hire purchase motorcycles with amount Baht 232.13
  million by the way repossessed assets increase to Baht 33.93 million
  and paying back deposit for loss of hire purchase is Baht 3.78 million
  . Net cash provided by operating activities before changes in
  operating assets and liabilities is Baht 103.50 million . Deferred
  income tax decrease to Baht 22.22 million. Accrued expenses decrease
  Baht 7.27 million and other current liabilities decrease Baht 5.19
  million.

  Cash flow from investing activities in 2004 illustrates the net cash
  provided by investing activities is Baht 8.83 million by withdrawal of
  loan term investment from a commercial bank with amount Baht 10.00
  million , receiving cash from loan to employee with amount Baht 0.14
  million , sale fixed assets with amount Baht 0.18 million , and net
  cash used in investing activities is acquisition of fixed assets with
  amount Baht 1.50 million.

  Cash flow from financing activities in 2004 illustrates the net cash
  provided by financing activities is Baht 122.28 million by issuing
  ordinary shares (increase capital) with amount Baht 201.50 million .
  Net cash used in financing activities is dividend paid with amount
  Baht 62.00 million and pay back Bank overdraft and short term loans
  with amount Baht 17.22 million.

  In 2004 most of the cash is used in expanding credit line for hire
  purchase motorcycles by sourcing fund from increasing capital.

  Capital Structure

  The Company’s Capital structure illustrates ration of liabilities to
  equity is 1.22 times in 2004 which decreases from 2.65 times of 2003.
  That ration decreases dramatically because of the following reasons.

1.  Decreasing in outsource funding 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 decrease
    from Baht 436.10 million in 2003 to Baht 418.87 million in 2004 by
    Baht 17.22 million or 3.95%.

2.  Increasing in capital in 2004, the issued ordinary shares were fully
    paid. The Capital increases from Baht 100.00 million to Baht 225.00
    million by Baht 125.00 million plus Baht 78.00 million of premium on
    issued ordinary shares, earning after income tax increase Baht 52.92
    million. That resulted in total shareholders’ equity increase from
    Baht 172.73 million in 2003 to Baht 366.65 million in 2004 by Baht
    193.92 million or 112.27%.

  Relation between source and spending of fund. Source of fund comes
  from Bank overdraft and On call-note payable from Bank of Ayudhya
  while fund is spent for approving credit to hire purchase motorcycles
  which have average term of installment about 24 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 18 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 rule or regulation from the Bank of Thailand to
  control hire purchase motorcycle. 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 issues 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, 2004 earning after income tax is Baht 52.92 million
  with issued and paid up 45.00 million ordinary shares at par value
  Baht 5.00 each, earning per share is 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.

Confirmation for accuracy and completeness of audit fee

Year ended December 31, 2004

Audit fee

Item No. Company Auditor’s name Audit fee

1 Group Lease Public Co., Ltd Miss Susan Eiamvanicha 235,000.00

Total Audit Fee 235,000.00

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 Susan Eiamvanicha)

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

  Auditor of Group Lease Public Co., Ltd