MDX PUBLIC COMPANY LIMITED AND ITS SUBSIDIARY COMPANIES
NOTES TO FINANCIAL STATEMENTS
March 31, 2004 and 2003 (Unaudited /Limited Review Only)
and December 31, 2003 (Audited)

1.	Going-Concern Issue and Rehabilitation Plan of the Company

 	1.1	The consolidated financial statements of MDX Public Company Limited and its subsidiary companies as at March 31, 2004 and December 31, 2003 showed retained deficits by the amount of Baht 10,893 million and Baht 11,318 million respectively, current liabilities were greater than current assets by the amount of Baht 6,884 million and Baht 8,875 million respectively and total liabilities were greater than total assets by the amount of Baht 5,114 million and Baht 7,153 million respectively at the same date.  The Company financial statements as at March 31, 2004 and December 31, 2003 the Company incurred retained deficits by the amount of Baht 11,187 million and Baht 12,071 million respectively, current liabilities were greater than current assets by the amount of Baht 8,101 million and Baht 10,014 million respectively and total liabilities were greater than total assets by the amount of Baht 5,879 million and Baht 8,906 million respectively.   However, the reviewed financial statements were still prepared in accordance with the principle of continued operation of the entity.  As a result, there are neither adjustment of assets to salable amounts, nor liabilities to payable amounts and nor reclassification of accounts which may be necessary if the Company meets with the continued operating problem.  Following this sale or recollection of assets and debt settlements will occur in the normal course of business.   

1.2	On April 10, 2002, the Central Bankruptcy Court adjudicated to rehabilitate MDX Public Co., Ltd. and appointed Wittayu Planner Co., Ltd. as the rehabilitation planner of the Company and on April 1, 2003, the court consented to the rehabilitation plan of the Company with principles and methods to rehabilitate MDX Public Co., Ltd. consisting of debt restructuring and capital restructuring as follows:  

	Capital Restructuring
			Capital restructuring was specified in the plan the Company had to decrease its registered capital from Baht 5,000,000,000 to Baht 1,656,303,780 and then increase it by Baht 3,100,000,000 in order to meet conversion of creditor liability into capital resulting in the paid-up registered capital amounted to Baht 4,756,303,780 and the creditors will become the Company’s major shareholders at 65.18 of the registered capital after the increase while the original shareholders will hold shares decreasingly at 34.82 of registered capital after the increase of capital.

	Debt Restructuring
			Creditors who have submitted for repayment rights could be divided into 2 categories namely those who are affected by the debt restructuring and those who are not.  Thus, procedures for debt restructuring will concentrate on 2 main amounts namely accrued liability on principal, and accrued interest with various expenses which could be summarized as follows :-

	1.	Accrued liability on principal

		Group 1 Creditors
 		Principal obligation of group 1 creditors which are already due and/or overdue will be repaid by transferring secured assets to offset against liabilities at 70% of market value or at par value when market price of pledged shares is not available.  The remaining balance of debt principal will be treated the same as creditor in Group 4, Group 5, Group 6, Group 7, Group 8 and Group 10.
 		For debts which are not yet defaulted, creditors will be treated the same way as before and will not be affected.

 		Creditors in Group 4, Group 5, Group 6, Group 7, Group 8, Group 10 and the remaining balance of principal obligation after transferring of obligated assets for debt settlement to creditors in Group 1 

 	The debt principal of such creditors groups will be treated for repayment in 3 alternative options as follows :-

	1st Option
		Creditors with debt principal not exceeding Baht 1,000,000 are eligible to select debt repayment by this method.  Creditors who select this method of debt repayment will be repaid in cash at 30 per cent of debt principal.
 	2nd Option
		Each creditor is eligible to select debt repayment by this second method.  Creditors who select the 2nd method of debt repayment will be treated as follows:

 			Extension of Debt Repayment Period
	The principal obligation of Baht 1,600 million will be extended for repayment as specified in No. 7.4.4 of the rehabilitation plan.  The debt repayment period will be for 15 years at interest rate of 0.1% to 5% per annum.
 	The debt repayment will be made every six months and interest will be made by period quarterly.     

				Transfer of Assets for Debt Repayment
		Claimant rights of the principal obligations to creditors of Baht 1,669.26 million will be  transferred to a specific purpose company.  Creditors whose claimant rights on debts bring transferred will receive debt repayment from the sale of secondary assets which the Company transferred to the specific purpose company for debt repayment.  The period of secondary assets disposal is within 15 years commencing from the enforcement date.

 		However, if the period of 15 years commencing from the enforcement date ends and the specific purpose company still holds the principal indebtedness in its claimant right upon debt transferred remaining outstanding with creditors who are eligible to claim debt which were transferred and secondary assets remain undisposed of (if any), the Company will repay such remaining principal pursuant to principle and method so specified in No. 7.4.4 (Chor) of the rehabilitation plan.

	 		Conversion of Debt into Equity
	 	The principal indebtedness of Baht 3,100 million will be converted into ordinary shares of MDX Public Company Limited.

			Debt Forgiveness
		The remaining principal indebtedness approximately 34.59% including accrued interest  (including normal interest, defaulted interest and compounded interest), fees and other related expenses incurred up to the enforcement date will be forgiven.  Creditors will not reinforce repayment from the Company for the debt which received forgiveness.

3rd Option
		Each creditor is eligible to select the 3rd option of debt repayment.  Creditors who select the 3rd option of debt repayment will be repaid by offering respectively highest discount in the debt repayment project with discount.  Discount should not be less than 85% of the principal indebtedness.  However, the amount which the Company will repay with discount in aggregate amount not exceeding Baht 100,000,000.  

	 		Group 2 and Group 11 Creditors
		Claims of Group 2 and Group 11 creditors will be treated pursuant to the term under the former  contract.

			Group 3 Creditors
		Principal indebtedness of Group 3 creditors will be repaid in full amount within 15 years without any interests, penalties and/or surcharge, whilst liabilities arisen from penalties, surcharges, and other charges except penalties, surcharges and other expenses with preferential right under Section 130 of the Bankruptcy Act will be fully forgiven by creditors within this group. 
		Since Group 3 creditors are government units, any part of the claims which are given order by  foreclosure officials under Section 130 and have preferential treatment under Section 130 of the Bankruptcy Act will be repaid prior to other creditors. 

	Group 9 Creditors
	Debt liability of not exceeding Baht 100,000 will be repaid within 60 days after the date the Court consent to it.  Debt liability exceeding Baht 100,000 will be repaid equally within 5 years.

2.	Accrued Interest (including normal interest, defaulted interest and compounded interest) related fees and other expenses  	
 			These liabilities up to the enforcement date will be all forgiven.

The implementation of the rehabilitation plan
 		The Company has implemented its rehabilitation plan which involved mainly on capital restructuring related to the decrease and increase of the registered capital including part conversion of debt into capital, and also on debt restructuring i.e. the transfer of obligated assets for debt settlement, the transfer of secondary assets to the special purpose company.  The Company has been implementing operating steps as specified in the rehabilitation plan.   
2.	Basis of Financial Statement Preparation and Accounting Policies

2.1	The interim consolidated and the Company financial statements were prepared in accordance with the generally accepted accounting principle in Thailand and reflected by the condensed form as per determined in the accounting standard No. 41 on the subject of “The Interim Financial Statements” including additional transactions in the primary financial statements; for instance, balance sheet, statement of income, change in shareholders’ equity and cash flow in compliance with the form as defined in the announcement of the Department of Commercial Registration on the subject of “List of summarized items required to present in the financial statements (B.E. 2544)” so as to comply with the announcement of Securities and Exchange Commission and the  regulation of  the Stock Exchange of Thailand.

			Significant accounting policies used in the preparation of the interim financial statements are in consistent with those used in the annual financial statements for the year ended December 31, 2003, so these interim financial statements should be read in conjunction with the 2003 annual financial statements.

	2.2	The Company has prepared the financial statements in Thai Language in  accordance with the generally accepted accounting principles in Thailand.  For the convenience of the readers of the financial statements, the Company prepares the financial statements in English by translating from the financial statements in Thai for the purpose of domestic report.

	2.3	The interim consolidated financial statements included the accounting transactions of the Company and the subsidiaries after eliminating intercompany transactions. The Company holds direct and indirect shares as at March 31, 2004 and December 31, 2003 at the following proportions :

	Percentage of			
	Shareholding			
	2004	2003	Incorporated in	Business Categories	
					
MDX BVI LIMITED	100.00	100.00	British Virgin Island 	   Financial Consulting Services	
CENTRAL APARTMENT CO.,LTD.	-	99.99	Thailand	   Real-Estate Trading	
PETCHKASAME PLACE CO.,LTD.	-	99.99	Thailand	   Real-Estate Trading	
GATEWAY DEVELOPMENT CO.,LTD.	99.99	99.99	Thailand	   Utilities Service	
MDX WATER CO.,LTD.	99.99	99.99	Thailand	   Lease, Sublease of Real-Estate,	
				   Management Service, Hire-	
				   Purchase of Non-Movable Assets,	
				   Utilities Services, Electric Power	
				   Production and Distribution,	
				   Other Business Related to	
GMS POWER PUBLIC CO.,LTD.	81.15	81.15	Thailand	   Electric Power	
MDX POWER INTERNATIONAL     	81.15	81.15	British Virgin Island 	Financial Consulting Services	
        BVI LIMITED					
GMS POWER INTERNATIONAL      	73.03	73.03	British Virgin Island 	Financial and Investing Services	
        BVI LIMITED					
GMS EPEC (BVI) LIMITED	81.15	81.15	British Virgin Island 	Financial and Investing Services	
GMS CHINA CO., LTD.	81.14	81.14	Thailand	Joint Venture in Produce	
				Electrical Project in China	
MDX LAO CO., LTD.	73.03	73.03	Thailand	Lease, Sublease of Real-Estate,	
				Management Service, Hire-	
				Purchase of Non-Movable Assets,	
				Utilities Services, Electric Power	
				Production and Distribution,	
				Other Business Related to Electric Power	

2.4	For the three-month period ended on March 31, 2004, the Company transferred investments in subsidiaries i.e. Central Apartment Co., Ltd. and Petchkasame Place Co., Ltd. for debt settlement to creditors under the rehabilitation plan.  Thus in presentation of the consolidated financial statements for the three month period ended on March 31, 2004, the financial statements of these two companies had not been consolidated.  
2.5	For the three-month periods ended on March 31, 2004 and 2003, the parent company and its subsidiary companies set up an allowance for loan advances, and accrued interest receivable from a subsidiary company for the amounts of Baht 1.10 million and 0.72 million respectively.  In the consolidated financial statements, the allowance for doubtful debt receivable from the subsidiary company was treated as if it had not been set up, resulting in net loss in the consolidated and the Company’s financial statements for the three-month period ended on March 31, 2004 and 2003 differ by the said amount. 
3.	Inter-Company Transaction

		The Company had accounting transactions with related entities, which have the same group of shareholders or common directors. The important remaining balances and inter-items between the Company and related entities are as follows:

3.1	Inter-Company Assets and Liabilities 
													(Unit : Million Baht)
Type of Items/Name of Company	Relationship	Consolidated	The Company Only	
		                            As at	                            As at	
		March 31, 2004	December 31, 2003	March 31, 2004	December 31, 2003	
-Accounts Receivable  						
     Stanton Co.,Ltd.	Related Company	  51.80	51.80	  51.80	51.80	
     GMS Power Public Co., Ltd.	Subsidiary Company	-	-	    0.03	0.03	
     Gateway Development Co., Ltd.	Subsidiary Company	-	-	    0.84	0.88	
          Total		  51.80	51.80	  52.67	52.71	
-Accounts Receivable-Consulting Fee						
     GMS Power Public Co., Ltd.	Subsidiary Company	-	-	    0.47	0.43	
          Total		-	-	    0.47	0.43	
-Loan due from						
     Central Apartment Co.,Ltd.	Related Company
(2546 : Subsidiary Company)					
          Balance beginning		213.19	-	213.19	213.19	
          Additional loan given during the period		-	-	-	-	
          Repayment during the period		-	-	-	-	
          Balance ending		213.19	-	213.19	213.19	
     Petchkasame Place Co., Ltd.	Related Company
(2546 : Subsidiary Company)					
          Balance beginning		  36.62	-	  36.62	36.62	
          Additional loan given during the period		-	-	-	-	
          Repayment during the period		-	-	-	-	
          Balance ending		  36.62	-	  36.62	36.62	
     Gateway Development Co.,Ltd.	Subsidiary Company					
          Balance beginning		-	-	347.88	361.38	
          Additional loan given during the period		-	-	-	-	
          Repayment during the period		-	-	    (1.50)	(13.50)	
          Balance ending		-	-	346.38	347.88	
     MDX Water Co.,Ltd.	Subsidiary Company					
          Balance beginning		-	-	      5.00	      5.00	
          Additional loan given during the period		-	-	-	-	
          Repayment during the period		-	-	-	-	
          Balance ending		-	-	       5.00	      5.00	
     Gateway Estate Co., Ltd.	Related Company					
          Balance beginning		     598.29	     598.29	     598.29	     598.29	
          Additional loan given during the period		-	-	-	-	
          Repayment during the period		-	-	-	-	
          Balance ending		     598.29	     598.29	     598.29	     598.29	
													(Unit : Million Baht)
Type of Items/Name of Company	Relationship	Consolidated	The Company Only	
		As at	As at	
		March 31, 2004	December 31, 2003	March 31, 2004	December 31, 2003	
     Siam Land Holding (1990) Co.,Ltd.	Related Company					
          Balance beginning		339.44	340.21	339.44	340.21	
          Additional loan given during the period		-	-	-	-	
          Repayment during the period		-	(0.77)	-	(0.77)	
          Balance ending		339.44	339.44	339.44	339.44	
- Loan due to						
     GMS Power Public Co., Ltd.	Subsidiary Company					
          Balance beginning		-	-	1,433.41	1,750.00	
          Additional loan during the period		-	-	-	-	
          Unrealized Loss on Exchange Rates		-	-	-	-	
          Transfer Loan to SPC 		-	-	-	(316.59)	
          Transfer from Debt to Capital		-	-	  (587.95)	-	
          Balance ending		-	-	  845.46	1,433.41	
     Siam Power and Electric Co.,Ltd.	Related Company					
          Balance beginning		343.49	422.63	343.49	422.63	
          Additional loan during the period		-	-	-	-	
          Repayment during the period		-	-	-	-	
          Transfer Loan to SPC 		-	(79.14)	-	(79.14)	
          Transfer from Debt to Capital		(146.97)	-	(146.97)	-	
          Balance ending		196.52	343.49	196.52	343.49	
     MSCC Co.,Ltd.	Related Company					
          Balance beginning		219.86	270.52	219.86	270.52	
          Additional loan during the period		-	-	-	-	
          Repayment during the period		-	(50.66)	-	(50.66)	
          Transfer from Debt to Capital		  (94.08)	-	  (94.08)	-	
          Balance ending		125.78	219.86	125.78	219.86	
     BKCC Co.,Ltd.	Related Company					
          Balance beginning		    19.03	23.42	19.03	23.42	
          Additional loan during the period		-	-	-	-	
          Repayment during the period		-	-	-	-	
          Transfer Loan to SPC 		-	(4.39)	-	(4.39)	
          Transfer from Debt to Capital		    (8.14)	-	(8.14)	-	
          Balance ending		  10.89	19.03	10.89	19.03	
     MDX Lao Co.,Ltd.	Subsidiary Company					
          Balance beginning		-	-	-	15.00	
          Additional loan during the period		-	-	-	-	
          Repayment during the period		-	-	-	(15.00)	
          Balance ending		-	-	-	-	
-Accrued Interest Receivable						
     Central Apartment Co., Ltd.	Related Company
(2546 : Subsidiary Company)	149.36	-	149.36	147.76	
     Petchkasame Place Co., Ltd.	Related Company
(2546 : Subsidiary Company)	  38.70	-	  38.70	  38.70	
     Gateway Development Co., Ltd.	Subsidiary Company	-	-	197.99	195.39	
     MDX Water Co., Ltd.	Subsidiary Company	-	-	    2.21	    2.21	
               Total		188.06	-	388.26	384.06	

													(Unit : Million Baht)
Type of Items/Name of Company	Relationship	Consolidated	The Company Only	
		As at	As at	
		March 31, 2004	December 31, 2003	March 31, 2004	December 31, 2003	
-Accrued Interest Payable						
     GMS Power Public  Co., Ltd.	Subsidiary Company	-	-	626.29	590.13	
     Gateway Development Co., Ltd.	Subsidiary Company	-	-	139.77	135.78	
               Total		-	-	766.06	725.91	
-Advance Payments 						
     Petchkasame Place Co., Ltd.	Related Company
(2546 : Subsidiary Company)	    0.76	-	    0.76	0.76	
     Gateway Development Co., Ltd.	Subsidiary Company	-	-	-	0.01	
     MDX Water  Co., Ltd.	Subsidiary Company	-	-	    1.41	1.41	
     MDX BVI  Limited	Subsidiary Company	-	-	    0.84	1.07	
     China-Thailand Yunnan Jinghong Hydro-
        Power Station Consulting Co., Ltd.	
Related Company	
  76.94	
  76.94	
-	
-	
               Total		  77.70	  76.94	    3.01	3.25	
-Payment for Right to use Land						
     GMS Power Public  Co., Ltd.	Subsidiary Company	-	-	500.00	500.00	
     Siam Power and Electric Co., Ltd.	Related Company	  59.00	  59.00	-	-	
               Total		  59.00	  59.00	500.00	500.00	
-Debenture						
     Gateway Development Co., Ltd.	Subsidiary Company	-	-	  77.46	135.40	

	3.2	Inter-Company Revenues and Expenses 
		 (Unit :  Million Baht)
 									                                          Consolidated                                  The Company Only
 										                                      For the three-month period
Type of Items/Name of Company	Relationship	ended on March 31,	ended on March 31,	
		2004		2003		2004		2003	
- Services Income									
  GMS Power Public Co., Ltd.	Subsidiary Company	-		-		  1.39		  0.08	
  Gateway Development Co., Ltd.	Subsidiary Company	-		-		  1.18		  1.18	
  MDX Lao Co., Ltd.	Subsidiary Company	-		-		-		-	
  Eastern Power and Electric Co., Ltd.	Subsidiary Company	4.09		8.05		-		-	
                   Total		4.09		8.05		  2.57		  1.26	
- Cost of Service									
  Gateway Development Co., Ltd.	Subsidiary Company	-		-		  0.49		  0.42	
  Central Apartment Co., Ltd.	Related Company
(2546 : Subsidiary Company)	0.02		-		  0.02		  0.02	
                   Total		0.02		-		  0.51		  0.44	
- Interest Income									
  Central Apartment Co., Ltd.	Related Company
(2546 : Subsidiary Company)	1.59		-		  1.59		  1.58	
  Gateway Development Co., Ltd.	Subsidiary Company	-		-		  2.97		19.30	
                   Total		1.59		-		  4.56		20.88	
- Interest Expenses									
  GMS Power Public Co., Ltd.	Subsidiary Company	-		-		36.15		41.61	
  MDX Lao Co., Ltd.	Subsidiary Company	-		-		-		  0.28	
                   Total		-		-		36.15		41.89	
			Policy of Setting Prices

			-	Interest Income	Calculated  by  using  the  fixed  deposit interest rates of a   
 					commercial bank.
 			-	Interest Expense 	Calculated  by  using  the saving deposit interest rates of  
 					a commercial bank. 
 			-	Service Income	Dependent on cost prices.
			-	Cost of Service	Dependent on cost prices.
 			-	Conversion of Liability	In compliance with the terms in the rehabilitation plan.
 				   to Capital

4.	Accounts Receivable-Net

	Consisted of :
									        (Unit : Million Baht)
				                                  Consolidated                                       The Company Only
	As at March 31, 2004	As at December 31, 2003	As at March 31, 2004	As at December 31, 2003	
Within  Credit Term	-	-	-	-	
Aging of Accounts Receivable :-					
Overdue  	- Not over  3 months	-	-	-	-	
     Credit Term	- Over 3 months but not over 6 months	-	-	-	-	
     Credit Term 	- Over 6 months but not over 12 months	-	-	-	-	
     Credit Term	- Over 12 months	         58.80	         58.80	         58.80	          58.80	
                                Total	         58.80	         58.80	         58.80	         58.80	
Notes Receivable	       238.48	       238.48	       238.48	       238.48	
Other Accounts Receivables	          6.55	          6.17	          3.66	           3.41	
                                Total	      303.83	      303.45	       300.94	      300.69	
Less Allowance for Doubtful Debt	   (297.28)	   (297.28)	      (297.28)	      (297.28)	
                                Net	       6.55	       6.17	         3.66	         3.41	
					
The Sale Amount under Sale and Purchase	3,887.74	3,887.74	  3,887.74	3,887.74	
     Contracts (About 40.22% and 40.22% of					
      the Total Sale Value of the Project).					
Already Due Installments	3,818.27	3,818.27	 3,818.27	3,818.27	
Less  Amount already Paid	(3,759.47)	(3,759.47)	(3,759.47)	(3,759.47)	
Receivable due for Payment	    58.80	    58.80	     58.80	     58.80	

		The whole amount of notes receivable was notes receivables arising from the sale of land to a company who purchased it from a long outstanding debtor and due for payment in the third quarter of 1999.  However, due to the depressing economy, the operating result of that purchasing company which did not meet the target and liquidity problem, such company has requested a further year grace period for notes receivable.  In the second quarter of 2000, such company informed its asking to postpone repayment for another one year.  Due to this kind of event, the Company believed that there was a possibility that no repayment would be made and therefore fully recorded an allowance for doubtful debt for uncollectible notes receivable.  Apart from this, account receivable in amount of Baht 58.80 million with part of it amounting to Baht 51.80 million was due from a related company and another part of Baht 7.00 millions was due from other company.  The management of the Company believed that this amount from both debtors would not be repaid and thus; hence, fully recorded an allowance for doubtful debt in 2001.

5.	Real Estate Development Cost-Net

	Consisted of :
(Unit : Thousand Baht)
				                 Consolidated	                                      The Company Only
	As at March 31, 2004	As at December 31, 2003	As at March 31, 2004	As at December 31, 2003	
Land	131,086	266,306	131,086	131,086	
Project Fees	30,078	30,078	30,078	30,078	
Land Development Expenses	146,027	146,027	146,027	146,027	
Interest Expenses	10,303	10,303	10,303	10,303	
Bank Loan Charges	1,597	1,597	1,597	1,597	
Confiscated Inventories	400,970	401,017	400,970	401,017	
Returned Inventories	16,987	16,987	16,987	16,987	
                   Total	737,048	872,315	737,048	737,095	
Less Allowance for Impairment	(500)	(42,295)	(500)	(500)	
                   Net   	736,548	830,020	736,548	736,595	

	-	The Company Only

		Under the joint operating agreement for Gateway City Industrial Estate Project in  Chacheungsao Province, the Company had to transfer free of charge all immovable properties, except land for sale to buyers together with addition and equipments, to the Industrial Estate Authority of Thailand(IEAT).

 			For the three-month period ended on March 31, 2004, the Company transferred additional price of vacant land of 0-0-35 rais without any construction on it which was treated as secondary asset for debt settlement under the rehabilitation plan of the Company as noted in notes to financial statements      No. 17 to the special propose company, resulting in a profit from evaluation of land value for debt settlement under the rehabilitation plan for the amount of Baht 0.07 million.
6.	Accounts Receivable-Consulting Fee

	Consisted of :
(Unit : Thousand Baht)
				                          Consolidated	                                    The Company Only
	As at March 31, 2004	As at December 31, 2003	As at March 31, 2004	As at December 31, 2003	
Accounts Receivable-Consulting Fee	236,096	236,730	236,096	234,253	
Less  Allowance for Doubtful Debt	(235,625)	(233,825)	(235,625)	(233,825)	
            Net	471	2,905	471	428	

		As at March 31, 2004 and December 31, 2003, partly in amount of Baht 235.62 million and 233.82 million respectively were revenue of engineering project consulting fee which the management anticipated the possibility of uncollectibility, since such project faced with financial problem. However, the management still followed for repayment so as to minimize the loss to be incurred. 

7.	Receivable from Special Purpose Company

			As at December 31, 2003, the Company transferred pieces of land without building thereon for debt settlement under the Company’s rehabilitation plan dated January 21, 2003 and approved by the court on April 1, 2003.  In accordance to the rehabilitation plan, the Company had to transfer secondary assets to MDX Asset Co., Ltd. which is a special purpose company established under the Company’s rehabilitation plan.  The Company consequently adjusted the price of transferred land to fair value of Baht 1,558.06 million in order to repay part of principal to creditors under the rehabilitation plan of Baht 1,417.68 million prorate in proportion to their liabilities being transferred to the special purpose company.  The difference of value of land transferred is recorded by the Company as an amount due from the special purpose company of Baht 140.38 million in order to remain for settling with the remaining liability right to be transferred to the special purpose company.  However for the three-month period ended on March 31, 2004, the Company transferred the remaining liability right of Baht 112.20 million, thus the resulting balance of receivable due from the special purpose company as at March 31, 2004 remains at Baht 28.18 million availing for liability right to be transferred to that special purpose company.       

8.	Investments in Subsidiary Companies by Equity Method

 	-	The Company Only

		Consisted of : 
												(Unit : Thousand Baht)
		As at March 31, 2004	
Company Name	Business	Paid-up	Percentage	Investments by	
	Categories	Share 
Capital	of Share
Holdings	Cost  Method	Equity
Method	Equity
Method	Dividend	
MDX BVI Limited	Financial	620,000	100.00%	620,000	619,189	-	-	
	Consulting Services							
Gateway Development Co., Ltd.	Utilities Service	20,000	99.99%	19,999	3,334	-	-	
MDX Water Co., Ltd.	Lease, Sublease of	5,000	99.99%	4,999	-	(8,759)**	-	
	Real-Estate,							
	Management Service,							
 	Hire-Purchase of							
GMS Power Public Co., Ltd.	Immovable Assets, 	2,865,000	81.15%	1,489,986	3,063,268	-	-	
	Utilities Services							
	                     Total			2,134,984	3,685,791	(8,759)**	-	

											                 (Unit : Thousand Baht)
		As at December 31, 2003	
Company Name	Business	Paid-up	Percentage	Investments by	
	Categories	Share 
Capital	of Share
Holdings	Cost  Method	Equity  Method	Equity  Method	Dividend	
MDX BVI Limited	Financial	620,000	100.00%	620,000	618,988	-	-	
	Consulting Services							
Central Apartment Co., Ltd.	Real-Estate Trading	50,000	99.99%	49,999	-	(205,315)**	-	
Petchkasame Place Co.,Ltd.	Real-Estate Trading	100,000	99.99%	158,729	-	(215,490)**	-	
Gateway Development Co.,Ltd.	Utilities Service	20,000	99.99%	19,999	-	(972)**	-	
MDX Water Co.,Ltd.	Lease, Sublease of	5,000	99.99%	4,999	-	(8,744)**	-	
	Real-Estate,							
	Management Service,							
	Hire-Purchase of							
GMS Power Public Co., Ltd.	Immovable Assets, 	2,865,000	81.15%	1,489,986	3,073,790	-	-	
	Utilities Services							
	                     Total			2,343,712	3,692,778	(430,521)**	-	

	** Liabilities occurred from investments in subsidiary companies with accumulated loss exceeding capital 

	As at March 31, 2004 and December 31, 2003, part of investments in GMS Power Public Co., Ltd. amounting 37.20 million shares were pledged against loans due to financial institutions as detailed in notes to financial statements No.17.2 and 90 million shares were pledged against loans due to two subsidiary companies as detailed in notes to financial statements No.20.1.

	As at March 31, 2004 and December 31, 2003, the Company recognised participating gain or loss in capital surplus from change of shareholding in subsidiary company, which was shown as part of shareholders’ equity by the amount of Baht 503.54 million.

			For the three-month period ended on March 31, 2004, the Company, transferred 499,994 obligated shares of Central Apartment Co., Ltd. at transfer price of Baht 1 and  999,994  obligated shares of Petchkasame Palace Co., Ltd. at transfer price of Baht 1 to the special purpose company for debt settlement to principal in proportion to the remaining claimant rights and the Company consequently made an adjusted transfer of previously recognized liability incurred from investments in both subsidiaries with accumulated loss exceeding capital by the decreased amount of Baht 420.80 million.  This amount is shown in the income statement for the three-month period ended on March 31, 2004.   

9.	Investments in Associated Companies by Equity Method

	-	Consolidated
														            (Unit : Thousand Baht) 
										                  As at March 31, 2004
Company Name	Business Categories	Paid-up	Percentage	                 Investments by	
		Share Capital	of Shareholding	Cost  Method	Equity  Method	Dividend	
Eastern Power and Electric	Lease, Sublease of	2,541,516	32.00%	853,605	1,020,408	-	
    Co., Ltd.	Real-Estate, Management						
	Services, Hire-Purchase of 						
	Immovable Assets, Utilities						
	Services, Electric Power						
	Production and						
	Distribution, Other						
	Business Related to						
	Electric Power						
MDX Assets Management Co., Ltd.	Purchase and Provide Assets	1,000	9.99%	  99	          73	-	
Wittayu Planner Co., Ltd.	Consultant and Advice						
	about Management	1,000	9.99%	  99	        259	-	
Theun Hinboun Power Co., Ltd. 	Electric Power Production						
	and Distribution	USD 55,000	20.00%	280,555	  510,325	134,608	
	                     Total			1,134,358	1,531,065	134,608	

														            (Unit : Thousand Baht) 
									 	                  As at December 31, 2003
Company Name	Business Categories	Paid-up	Percentage	                 Investments by	
		Share Capital	of Shareholding	Cost  Method	Equity  Method	Dividend	
Osotspa Insurance Co., Ltd.	Non Life Insurance and	300,000	25.00%	75,000	91,417	-	
	Reinsurance Business						
Eastern Power and Electric Co., Ltd.	Lease, Sublease of	2,541,516	32.00%	853,605	1,036,510	-	
	Real-Estate, Management						
	Services, Hire-Purchase of 						
	Immovable Assets, Utilities						
	Services, Electric Power						
	Production and						
	Distribution, Other						
	Business Related to						
	Electric Power						
MDX Asset Management Co., Ltd.	Purchase and Provide Assets	1,000	9.99%	99	75	-	
Wittayu Planner Co., Ltd.	Consultant and Advice						
	about Management	1,000	9.99%	99	256	-	
Theun Hinboun Power Co., Ltd. 	Electric Power Production						
	and Distribution	USD 55,000	20.00%	280,555	613,838	211,507	
	                     Total			1,209,358	1,742,096	211,507	

	GMS Power Public Co., Ltd., a Subsidiary Company

		As at March 31, 2004 and December 31, 2003, under the loan contract of Eastern Power and  Electric  Co., Ltd. which is an associated company of GMS Power Public Co., Ltd., the subsidiary company has pledged the whole common shares that it held in the associated company i.e. 8,536,047 shares together with additional common shares which may be issued in the future by such associated company in accordance with the condition specified in the pledged contract dated March 3, 2000 to assure the responsibility under the term of loan contract.  The pledged common shares will be released when the associated company has completely repaid the loan.

		The financial statements as at March 31, 2004 and December 31, 2003 of Eastern Power and Electric Co., Ltd. which is an associated company, were used to account for the investment in this associated company by equity method and reviewed by other authorized auditor who expressed unqualified opinion in the reports dated April 23, 2004 and April 25, 2003 respectively.  The said investment account equals to 30.06% and 26.67% of the total assets in the consolidated and 21.45% and 20.42% of the total assets in the Company’s balance sheet.  The Company recorded participating profit or loss in the associated company for the three-month period ended on March 31, 2004 and 2003 at 47.60% and 369.61% of net consolidated loss respectively and at 46.10% and 447.30% of the Company’s net loss respectively.
			As at March 31, 2004 and December 31, 2003, the whole investment in Theun Hinboun Power Co.,  Ltd. was an indirect investment in this associated company via MDX Lao Co., Ltd., a subsidiary, representing shareholding in Theun Hinboun Power Co., Ltd. at the rate of 20 % of registered share capital already issued and paid-up. 

		Under the loan contract of joint venture, the said subsidiary company has entirely pledged  220,000 shares held in the joint venture as collateral against responsibility under the term and covenant of the loan contract.  The whole shares so pledged will be released when such joint venture has completely repaid the loan in 2012.

			The financial statements as at March 31, 2004 and December 31, 2003 of THEUN HINBOUN  POWER CO., LTD. of which shares were held through a subsidiary company have not been reviewed by other auditor.  The investment in this company represents 15.48% and 16.18% of the total assets in the consolidated balance sheets respectively and 11.05% and 12.13% of the total assets in the Company’s balance sheets respectively.  The Company recorded participating profit or loss from investment in this associated company for the three-month period ended on March 31, 2004 and 2003 at 89% and 444.82%, and 89.19% and 538.29% of net consolidated loss and the Company’s net loss respectively.    

	The Company Only
												        														            (Unit : Thousand Baht) 
				As at March 31, 2004	As at December 31, 2003	
			Percentage	                   Investment	                   Investment	
Company Name	Business
Categories	Paid-up
Share Capital	of Share
Holdings	Cost 
Method	Equity 
Method	Dividend	Cost 
Method	Equity 
Method	Dividend	
Osotspa Insurance Co., Ltd.	Non Life Insurance and	300,000	25.00%	-	-	-	75,000	91,417	-	
	Reinsurance Business									
MDX Asset Management Co., Ltd.	Purchase and Provide Assets	    1,000	9.99%	  99	  73	-	99	75	-	
Wittayu Planner Co., Ltd.	Consultant and Advice	    1,000	9.99%	  99	259	-	99	256	-	
	about Management									
	                     Total			198	332	-	75,198	91,748	-	

					For the three-month period ended on March 31, 2004, the Company transferred all obligated shares of Osotspa Insurance Co., Ltd. to the special propose company established under the term of the Company’s rehabilitation plan for debt settlement of the principal in proportion of claimant rights of remaining debt obligation and the Company had incurred a loss resulting from this transfer of Baht 4.61 million.

10.	Other Long-Term Investments

	-	Consolidated

		Consisted of :

		10.1	As at March 31, 2004 and December 31, 2003 investments in other companies were composed of the following details.
											(Unit : Thousand Baht)
	As at March 31, 2004	As at December 31, 2003	
Investments in Joint Venture	15,500		15,500		
Less  Allowance for Impairment -Investments in
         Joint Venture	
(15,500)	
-	
(15,500)	
-	
Investments in Other Companies	160,349		42,100		
Less  Allowance for  Impairment-Investments in					
         Other Companies	(40,128)	120,221	(41,879)	221	
Securities Available for Sale-Debentures	27,000		27,000		
Less  Allowance for Impairment-Debentures
         available for sale	
(27,000)	
-	
(27,000)	
-	
Securities available for Sale-Unit Trusts	15,861		15,861		
Add  Allowance for Investment Value Adjustment of Unit Trusts available for sale	
4,508	
20,369	
10,477	
26,338	
Securities available for Sale-Equity Securities	42,767		156,401		
Less  Allowance for Investment Value Adjustment 					
          - Equity Securities available for sale	(15,950)		(70,751)		
Less  Allowance for Impairment - Equity Securities
        Available for sale	
(14,612)	
12,205	
(14,612)	
71,038	
Total		152,795		97,597	

-	The Company Only

		Consisted of :

		10.2	As at March 31, 2004 and December 31, 2003, investments in other companies were composed of the following details.
											(Unit : Thousand Baht)
	As at March 31, 2004	As at December 31, 2003	
Investments in Other Companies	40,129		40,129		
Less  Allowance for  Impairment-Investments in					
         Other Companies	(40,129)	-	(40,129)	-	
Securities available for Sale-Debentures	27,000		27,000		
Less  Allowance for Impairment – Debentures
          available for sale	
(27,000)	
-	
(27,000)	
-	
Securities Available for Sale-Unit Trusts	15,861		15,861		
Add  Allowance for Investment Value Adjustment – 
         Unit Trusts available for sale 	
  4,508	
20,369	
10,477	
26,338	
Securities available for Sale-Equity Securities	42,767		156,401		
Less  Allowance for Investment Value Adjustment –					
             Equity Securities available for sale	(15,950)		(70,751)		
Less  Allowance for Impairment - Equity Securities
        Available for sale	
(14,612)	
12,205	
(14,612)	
71,038	
Total		32,574		97,376	

			The Company transferred the remaining of 1,570,200 obligated shares of White Group Public Co., Ltd. for debt settlement under the Company’s rehabilitation plan to MDX Asset Co., Ltd. which is a special purpose company established under the Company’s rehabilitation plan, resulting in a loss to the Company for such transfer of Baht 60.37 million. 

11.	Loans and Advances to Subsidiary Companies
			(Unit : Thousand Baht)	
	The Company Only	Policy for Charging	
	As at March 31, 2004	As at December 31, 2003	Financial Cost	
Loans to				
MDX Water Co.,Ltd.	5,000	5,000	Interest was charged at	
Gateway Development Co.,Ltd.	346,384	347,884	 rate approximate to	
Petchkasame Place Co.,Ltd.	-	36,619	 fixed deposit rate.	
Central Apartment Co.,Ltd.	-	213,189	 In the first Quarter 2002	
Advance Payment	2,249	3,246	 interest was still charged to	
               Total	353,633	605,938	 Central Apartment	
Less Allowance for Doubtful Debt	(353,633)	(605,706)	        Co., Ltd. and Gateway	
               Net	-	232	        Development  Co., Ltd. only	
12.	Loans and Advances to Associated, Related and Other Companies
												(Unit : Thousand Baht) 
 						            Consolidated	                  The Company Only
	As at March 31, 2004	As at December 31, 2003	As at March 31, 2004	As at December 31, 2003	Policy for Charging	
					Financial Cost	
Loans to						
-  Related Companies						
Siam Land Holding (1990) Co., Ltd.	339,443	339,443	339,443	339,443		
Gateway Estate Co., Ltd.	598,286	598,286	598,286	598,286	Interest was charged at the	
Central Apartment Co., Ltd.	213,189	-	213,189	-	approximate fixed deposit	
Petehkasame Place Co., Ltd.	36,619	-	36,619	-	account rate.  In Quarter 	
-  Other Companies					2nd/2000 interest was no	
Great Point Land Co., Ltd.	14,282	 14,282	 14,282	 14,282	longer charged.	
Orchid Plaza Co., Ltd.	333,906	      333,906	      333,906	      333,906		
Unity Reality Co., Ltd.	9,833	   9,833	   9,833	   9,833		
Advance Payment	15,687	 15,021	15,687	        15,021		
                    Total	1,561,245	   1,310,771	1,561,245	   1,310,771		
Less  Allowance for Doubtful Debt	(1,561,244)	 (1,310,770)	(1,561,244)	 (1,310,770)		
                     Net	1	                    1	1	              1		

13.	Land for Future Development

	As at March 31, 2004 and December 31, 2003, there were pieces of land with area of 97-1-12 Rais which had not been appraised due to duplicate issuance of title deeds and the management is proving for the facts so that correct adjustment would be made.

	As at March 31, 2004 and December 31, 2003 pieces of land with areas of 416-3-44.0 rais and 416-3-44.0 rais respectively were pledged as collaterals to financial institutions as detailed in notes          No. 17.2.

	In accordance with the Company’s board of directors meeting No.6/1998 held on September 17, 1998, it was unanimously resolved to change the policy on land for future development from formerly being used for Gateway City Project Phase 2 to become land for development of the public utilities projects in the future and for collection of further income.

			For the three-month period ended on March 31, 2004 transferred appraised vacant land for future development without any construction which was secondary asset for debt settlement under the rehabilitation plan as detailed in note No. 17.2 to the special purpose company increasingly for the area of 7-3-19 rais, resulting in profit from appraising land value to settle debt to the Company by the amount of Baht 0.65 million.  
14.	Property, Plant and Equipments-Net

				For the three-month period ended on March 31, 2004.

											(Unit : Thousand Baht)
									       Consolidated           The Company Only
Beginning Net Book Value	418,139	211,630	
Purchase	    4,978	    2,503	
Sale	-	-	
Assets Writen Off	   (58,601)	-	
Depreciation	    (5,703)	    (3,657)	
Ending Net Book Value	358,813	210,476	

	Consolidated

 	Gateway Development Co., Ltd. - a subsidiary company

			As at March 31, 2004 and December 31, 2003, the subsidiary company allowed The Electricity Generating Authority of Thailand (EGAT) to install transmitted line across part of its land.  As a result, the subsidiary company was limited in use of such land, i.e. prohibiting to build building or all types of other constructions.  Moreover, it is prohibited to plant trees in the area of transmission line or perform any activity which may cause the danger to the electricity transmitting system in the area of transmission line.  

15.	Accrued Interest Receivable from Subsidiary, Associated, Related and Other Companies-Net

 				Consisted of :
												          (Unit : Thousand Baht)
         						                    Consolidated         		         The Company Only
	As at March 31, 2004	As at December 31, 2003	As at March 31, 2004	As at December 31, 2003	
Accrued Interest Receivable from 
     Subsidiary Companies	
-	
-	
200,199	
384,057	
Accrued Interest Receivable from Associated, 					
   Related and Other Companies	912,286	724,232	912,286	724,232	
                           Total	912,286	724,232	1,112,485	1,108,289	
Less  Allowance for Doubtful Debt	(912,286)	(724,232)	(1,112,485)	(1,108,289)	
                           Net	-	-	-	-	
16.	Other Non-Current Assets

	16.1	Advances Payment
 		Consisted of:
										(Unit : Thousand Baht)
	Consolidated and The Company Only	
	As at March 31, 2004	As at December 31, 2003	
Klong Daan Marine and Fishery Co., Ltd	1,524,580	1,524,580	
Outsiders	40,765	40,765	
           Total	1,565,345	1,565,345	
Less Allowance for Doubtful Debt	  (1,565,345) 	  (1,565,345) 	
            Net	-	-	

	16.2	Advances Payment for Project

GMS Power Public Co., Ltd.-a subsidiary company.
		As at March 2004 and December 31, 2003, the whole amount was advance payment made by a subsidiary company to prepare for establishing a joint venture company with counterpart in China in building a hydro power electricity project Jinhong Dam in China.  In the future, the subsidiary holds the policy to transfer such advance payment to be investment in a newly established company in China.  Presently, the said project is awaiting for investment information to be supplied by the Chinese investor for the Company’s consideration.	

17.	Defaulted Liabilities and Liability to Revenue Department

	Consisted of:
										(Unit : Thousand Baht)
         						                     Consolidated           		              The Company Only
	As at March 31, 2004	As at December 31, 2003	As at March 31, 2004	As at December 31, 2003	
Loans due to Banks	218,918	270,886	218,918	270,886	
Loans due to Financial Institutions	28,451	54,821	28,451	54,821	
Accrued Interest Payable	3,235,372	3,026,062	3,235,372	3,161,846	
Local Debentures	334,572	691,227	551,805	826,630	
Convertible Bond	1,952,318	3,585,909	1,952,318	3,585,909	
Liability under Foreign Exchange Contract	837,017	1,136,604	837,017	1,136,604	
Liability to Revenue Department	353,706	129,645	353,706	129,645	
                   Total	6,960,354	8,895,154	7,177,587	9,166,341	
17.1	As at March 31, 2004 and December 31, 2003, all loans due to several banks were in the form of promissory notes bearing interest rates under the court’s order. 

 				For the three-month period ended on March 31, 2004, the Company converted bank loan of Baht 51.97 million into the Company’s capital under its rehabilitation plan.

 	17.2	As at March 31, 2004 and December 31, 2003, the whole amount of loans due to financial institutions were wholly loans due to several financial institutions in the form of promissory notes bearing interest rates under the court’s order.  Some part of investments in its subsidiary companies as detailed in the notes to the financial statements No. 8 and some land plus property of the Gateway City Industrial Estate Project as detailed in the notes to financial statements No. 13 were pledged as collaterals against such loans.

				For the three-months period ended on March 31, 2004, the Company transferred land, investments in two subsidiary companies and investment in an associated company, which were secondary assets to the special purpose company, resulting in a decrease of loan liability to financial institution by Baht 5.62 million.  In addition, the Company converted loan from financial institution of Baht 20.75 million into the Company’s capital under the rehabilitation plan. 

	17.3	The whole amount of local debentures are debentures without any guarantee or security, in limiting amount of Baht 1,000 million dividing into 1 million units with par value of Baht 1,000 per unit interest rate of 11.80% per annum throughout.  The Company defaulted in redemption of debentures on July 30, 1998.  Apart from this, the Company defaulted in payment of debentures interest which had been due since July 30, 1997 until July 31, 1998.

					For the three-month period ended on March 31, 2004, the Company converted local debentures of Baht 267.11 million into the Company’s capital under its rehabilitation plan.              In addition, the Company arranged for local debentures of Baht 7.71 million for debt repayment under 1st option in April 2004.

	17.4	The whole amount of convertible debentures are convertible debentures which were offered for sales in oversea market and listed in the London Stock Exchange, England, comprising aggregate value of US Dollars 100 million equivalent to approximately Baht 2,517 million with interest rate of 5.59% per annum throughout the debentures term.  The Company defaulted in redemption of convertible debentures on January 12, 2001.  Apart from this, the Company defaulted in interest payment of convertible debentures which was due for payment from September 17, 1998 until December 31, 2003 for the amount of US Dollars 26.44 million (Baht 1,232.23 million).  The Company converted convertible debentures liability into Thai Baht when the Court approved the rehabilitated plan on April 1, 2003.
					For the three-month period ended on March 31, 2004, the Company converted debentures of Baht 1,631.72 million into the Company’s capital under its rehabilitation plan.  In addition, the Company arranged for local debentures of Baht 1.86 million for debt repayment under 1st option in April 2004.

17.5 	As at March 2004 and December 31, 2003, the Company recorded liability pursuant to the contract of foreign  currency exchange in the same amount of US Dollar 20.98 millions and defaulted account interest in amount of US Dollars 8.64 million which were derived from the Company’s breach of the foreign currency exchange contract in 1997and the creditor had filed claim for repayment under the rehabilitation order of the Central Bankruptcy Court who allowed the full payment as requested.  The Company converted liability in accordance with the contract of foreign exchange into Thai Baht when the Court had approved the rehabilitated plan on April 1, 2003 and interest is being charged in accordance to the courts order.
		For the three-month period ended on March 31, 2004 the Company converted liability under the foreign currency exchange contract of Baht 313.29 million into the Company’s capital under its rehabilitation plan.  
				 
	17.6	The Company incurred accrued taxes to the Revenue Department in the amount of Baht 129.65 million (composed of specific business tax in amount of Baht 62.16 million and withholding tax of convertible debentures in amount of Baht 67.49 million).  Such accrued taxes already included obligation relating to fine and surcharge derived from the Company’s departure from specific business tax and withholding tax’s filing to the Revenue Department.	

Nevertheless, for the three-month period ended on March 31, 2004, the Company recognized and recorded liability for accrued special business tax increasingly by the amount of Baht 224.06 million, since the Company expected that the occurrence of special business tax would not exceed the amount that the Revenue Department had filed a claim for payment. Thus the Company recognized the special business tax liability increase by the full amount. 

18.	Guarantee Liabilities

			In the Company only financial statements as at March 31, 2004 and December 31, 2003, the amounts of Baht 509.19 million and 652.64 million respectively were loss incurred from the event that the Company entered into a joint-guarantee against loan liability of two related companies due to financial institution by the order of the Central Bankruptay Court and interest is charged at rate ordered by the Court.  

 			For the three-month period ended on March 31, 2004, the Company converted liability from guarantee of Baht 143.45 million into the Company’s capital under the rehabilitation plan.   

19.	Payment for Right to Use Land

		As at March 31, 2004 and December 31, 2003, the amount of Baht 500.00 million was  received from GMS Power Public Co., Ltd. for guarantee against right to use land in future.

20.	Loans due to Subsidiary and Related Companies

 	The Company Only
	20.1	As at March 2004 and December 31, 2003, the partial amounts of Baht 845.46 million and Baht 1,433.41 million respectively were loans due to a subsidiary company in the form of promissory notes bearing interest rate under the court’s order.  In 1997, investment in a subsidiary company as specified in notes to financial statements No. 8 was pledged as collateral against another subsidiary company overseas, in which the Company holds shares indirectly through the subsidiary company that gave this loan in 2001 and another part as at March 31, 2004 and December 31, 2003 in amounts of Baht 196.51 million and Baht 343.48 million respectively was a loan due to a related company in the form of promissory notes bearing interest rate under the court’s order.  

 	20.2	As at March 31, 2004 and December 31, 2003 part of loans for the amounts of Baht 136.67 million and Baht 238.89 million respectively were loans due to two related companies which transferred the ownership of land for debt repayment to the bank instead of the Company according to the debt restructuring agreement with interest rates under the court’s order.

 				For the three-month period ended on March 31, 2004, the Company converted loans due to subsidiary and related companies of Baht 837.14 million into the Company’s capital under the rehabilitation plan.

21.	Other Accounts Payable

		On December 28, 2001, the Company made agreement to amend the joint operating agreement for  Gateway City Industrial Estate Project with the Industrial Estate Authority of Thailand (IEAT), which original agreement was dated on February 14, 1990, with the following conditions :-
 		1.	The Company asked to decrease the project area from the original 6,900 Rais to 5,183 Rais whereby the Company has to under take in according to the previous agreement what the Company has not yet completed or worked out to complete throughout, all project area within December 31, 2012.
		2. 	The Company has to pay overdue amount plus fine payable to IEAT in amount of Baht 253.28 million in cash for the amount of Baht 69.39 million and by settlement of land with area of 133 Rais totalling Baht 183.89 million.  The first cash installment of Baht 17.72 million was payable within November 22, 2001 and the remaining balance of Baht 51.67 million was divided into 3 installments with equal amount per installment plus interest at rate of MLR+1% of the Krung Thai Bank.
 		3.	If the Company breaches the agreement with the IEAT, the IEAT is eligible to cancel the agreement and confiscate related collateral (Letter of guarantee as noted in No.26) or otherwise the Company has to pay fine to IEAT at Baht 24,840.00 daily.

			For the three-month period ended on March 31, 2004, the Company paid Baht 19.28 million toward project management fee to the IEAT and the balance of Baht 89.67 million remains outstanding (the Company still has to pay the installment amount of Baht 17.22 million in 2005).

22.	Share Capital

			For the three-month period ended on March 31, 2004, the Company caused changes in share capital, premiums on shares and legal reserve as follows :- 

22.1	The Company had registered for the decrease of the Company’s registered capital from 500,000,000 shares at par value of Baht 10 each to 165,630,378 shares at par value of Baht 10 each. 
22.2	The Company increased its registered share capital by 310,000,000 shares of at par value of Baht 10 each, resulting in the Company’s registered share capital increased to Baht 4,756.30 million consisting of 475,630,378 shares at par value of Baht 10 each.  The Company utilized the increased amount of Baht 3,047.66 million for repayment of the Company’s liabilities that were converted into capital.

22.3	The Company transferred premiums on shares of Baht 918.18 million and legal reserve of Baht 152.84 million to compensate the accumulated loss. 

23.	Doubtful Debts

 			For the three-month period ended March 31, 2004 and 2003, in the Company’s financial statements, the whole amount was allowance for doubtful debt of in relation to consulting fee and accrued income in the subsidiary company, which was anticipated for uncollectibility.

24.	Primary Earnings or Loss per Share and Fully-Diluted Earnings or Loss per Share

		Earnings or loss per share for the three-month ended on March 2004 and 2003, as shown on the related notes to financial statements, primary earnings or loss per share is equal to fully-diluted earnings or loss per share, because convertible debentures have already become defaulted debentures and debenture holders are eligible to fully redeem such debentures which resulted in no ordinary shares equivalents.

25.	Disclosure of Sectoral Business Operations

 		For the three-month ended on March 31, 2004 and 2003, informations about sectoral business operations are as  follows :  				
 								        Consolidated
	                                                                                            		(Unit : Thousand Baht)	
	Land Sale	Rent Income and	Consulting	Accounts	Total	
		Utilities Service	Service	Elimination		
	2004	2003	2004	2003	2004	2003	2004	2003	2004	2003	
Sales	720	596	18,020	18,411	9,672	74,545	(3,957)	(2,880)	24,455	90,672	
Cost of Sales	-	(193)	(4,811)	(5,744)	(3,818)	(8,574)	1,179	1,511	(7,450)	(13,000)	
Gross Profit (Loss)	720	403	13,209	12,667	5,854	65,971	(2,778)	(1,369)	17,005	77,672	
Profit (Loss) from Operation									106,068	37,336	
Interest Expenses									(109,566)	(4,464)	
Corporate Income Tax									(34,700)	(36,294)	
Loss (Profit) Add Loss of Minority 											
   Shareholders’ Interest									4,371	(730)	
Net Profit (Loss)									(33,827)	(4,152)	
Assets used in Sectoral Operations											
   As at March 31,									364,602	425,941	
Central Assets									3,029,952	4,297,882	
Total Assets as at March 31,									3,394,554	4,723,823	

26.	Obligations and Contingent Liabilities

			The Company holds obligations to banks in relation to letters of  guarantee for Baht 238.40  million, which was guaranteed against payment of project management expenses to IEAT as noted in notes to financial statements No.21.

27.	Additional Disclosure

	In accordance with the minute of the extraordinary meeting of shareholders (No.1/1997)  held on October 28, 1997, it was unanimously resolved to authorize the Company to issue and offer for sale non-subordinated, secured and with representative debentures by the aggregate facility not exceeding Baht 1,500 million.  These debentures are offered by private placement and the managing director was entrusted to fix conditions and details of debentures such as size, securities, interest rate, redemption period, offering price including other details related to offering and appointment of manager for debentures distribution.