FINANCIAL HIGHTLIGHTS

Financial Statement

Summary of Financial Position and Operation Results

Tables showing the balance sheet and profit-loss statement on 31
December 2010 and for the previous two years are shown below:

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Note:

1.  In accordance with the resolutions of the Shareholders’ Meeting
    4/2004, on 26 August 2004, the Company changed its shares’ par value
    from THB 10.00 per share to THB 1.00 per share.

2.  As of 31 December 2006, the Company had 40.93 million common shares,
    par value THB 1.00 fully paid.

3.  As of 31 December 2007, the Company had 409.32 million common shares
    registered, par value THB 1.00, issued and paid up 391.37 million
    common shares.

4.  As of 31 December 2008, the Company had 521.37 million common shares
    registered, par value THB 1.00, issued and paid up 521.37 million
    common shares.

5.  As of 31 December 2009, the Company had 694 million common shares
    registered (increase of registered capital by 172.63 million common
    shares), par value THB 1.00 per share, with issued and paid-up of
    521.37 million common shares.

6.  In accordance with the Shareholder’s Meeting resolution No. 1/2010,
    on 19 November 2010, the Company has approved to issue the rights of
    warrants 347 million units, at the offering price of THB 0.10 per
    warrant totaling THB 34.7million, to purchase the Company’s ordinary
    shares by way of rights issue. The Company then had 1,041 million
    common shares registered (increase of registered capital by 347
    million common shares), par value THB 1.00 per share, with issued
    and paid-up of 694 million common shares as of 31 December 2010.

MANAGEMENT DISCUSSION AND ANALYSIS

Description and Analysis of Financial Position and Operating Results

Operating Performance Overview

2010 was largely a year of set-backs for the Company’s Thailand
initiatives and business lines, in the light of severe political
dysfunction on the local front which curtailed the Company’s Fund
advisory and development platform. However, these setbacks were offset
by the Company’s regional business commencing through the establishment
of Red Planet Hotels Limited, as well as local business conditions
improving in 4Q such that Project Andaman could proceed to the tender
stage and that new Thai initiatives could be commenced.

In 2010 the Company‘s Net Profit was of THB 86.7 million, an increase of
83.4 million, or 2,527% from 2009 as revenues from the Company’s asset
management and development management business lines were reduced due
temporary cessation of a client’s construction projects but were
supported by investment services income performed for Red Planet Hotels
Limited, which is building out budget hotels across South East Asia
under the TuneHotels.com (sister company of Air Asia) brand.

In line with the intention to position itself for a sustainable growth
phase, the Company continues to recruit the best human resources
available in order to continue building a competitive and professional
organisation capable of successfully executing Evolution Capital’s
business plan.

Operating Results Analysis

Revenues

Revenue for 2008 was THB 50.7 million, significant increasing to THB
157.8 million in 2009. An increase of THB 107.1 million or 211.2% was
mainly due to an increase in revenue from property development
consulting services, representing a growing property advisory service
product line, as well as recognized other revenue from withholding tax
refund for the year 2004-2006 from Revenue Department.

Revenue dramatically increased to THB 317.9 million in 2010, an increase
of THB 160.1 million or 101% was mainly due to revenue from a new
business line, investment services. Revenue from property development
consulting services diminished due to a temporary suspension of a
client’s construction project. Revenue on a quarterly basis in 2009 and
2010 are represented below:

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Income from Sales and Services

Sales and Service income is generated from two major sources: Business
Advisory services, Investments and Property Development consulting
services and Digital Media and Creative Media services. Total revenues
from these two services totaled THB 45.9 million in 2008, THB 134.5
million in 2009, and THB 250.8 million in 2010.

Details regarding income from services classified by segment, from 2008
to 2010, are as follows.

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1) Revenues from Business Advisory services, Investment and Property
Development Consulting Services

With the Company’s beginning to provide Property Development Consulting
Services at the end of 2007, revenues in 2008 were improved to THB 34.4
million, or 74.9% of total revenues, and increased to THB 119.3 million,
or 88.7% of total revenues in 2009. However, due to the severe political
obstacles in Thailand, a client’s construction project was temporary
suspended, which consequently decreased revenue in 2010 to THB 34.3
million. The reduction of revenue from Property Development Consulting
Services was offset by the revenue from investment services income in
regard to creating and developing an investment platform for the
roll-out of budget hotels under the TuneHotels.com brand, by which the
Company recognised THB 195.1 million for the year 2010.

However, as Thailand recovers from the tragic civil unrest in April and
May 2010, visitor arrivals are running at all-time highs, and it is an
opportune time to proceed to construction in 2011. Therefore, the
Company expects higher revenue from Property Development Consulting
Services in 2011.

2) Revenues from Wireless Valued Added and Interactive Solution Services

When the Company began providing wireless VAS, revenues from wireless
VAS amounted to only THB 0.3 million, or 4.0% of total revenues from
services in 2001. However, as a result of the Company’s awareness of the
continued increase in the popularity of wireless VAS, such as ring
tones, text and graphics, and mobile phone games, the Company began to
put greater emphasis on wireless VAS, to the extent that they became the
main business of the Company from 2002 onwards, at least for a few
years. Details regarding income from wireless VAS from 2004 to 2010 are
as follows:

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It can be seen that revenues from wireless VAS decreased over the five
years period 2006 – 2010 due to high competition, a change in the
revenue sharing model between the Company and mobile operators, and a
continued reduction of marketing activities. However, the Company is
still developing new strategies for wireless the VAS business in order
to boost revenues.

The Company furthermore began providing digital media marketing services
by the end of 2010, and it is expected that revenue from this business
line will be more than double in 2011.

Cost of Service, Sales, and Administrative Expenses

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Cost of sales, service, selling and administrative expenses during the
period 2008 to 2010, divided into fixed/variable cost of service
provision, and fixed/variable sales and administrative expenses, are
summarised as follows:

Cost of sales and service amounted to THB 15.2 million, or 30.0% of
total revenues, in 2008, THB 12.8 million, or 8.1% of total revenues, in
2009, and THB 17.6 million, or 5.5%, of total revenues in 2010.

Cost of investment and property advisory services amounted to THB 34.4
million, or 67.9% of total revenues, in 2008, THB 40.6 million, or 25.7%
of total revenues, in 2009 and THB 18.6 million, or 5.9% of total
revenues, in 2010.

Selling and administrative expenses amounted to THB 135.1 million, or
266.7% of total revenues, in 2008, THB 94.7 million, or 60.0% of total
revenues, in 2009, and THB 142.8 million, or 44.9% of total revenue, in
2010. The increased cost base was due primarily to increases in staffing
resources as new business lines were added and increased costs
pertaining to third parties’ management services, professional fees and
a loss from the devaluation of a derivative call option.

Finance costs

In 2010, the Company had a short-term loan facility from a local
financial institution through a line of credit of THB 60 million in the
form of a three-month promissory note which bore interest at the rate of
MLR minus 1% per annum. The loan is due for repayment on a quarterly
basis based on 60% of the amount of each loan drawdown within 18 months
and the balance 40% to be repaid within 31 December 2011. Therefore, the
Company had interest payments of THB 1.3 million in 2010, whilst
interest payment for 2009 and 2008 of THB 0.01 million and THB 0.10
million, respectively, are interest payment arising from hire purchase
arrangements for the Company’s vehicles.

Net Profits/Losses

In 2008, the Company posted a net loss of THB 144.4 million mainly due
to continuing efforts to develop internal infrastructure to support the
new property advisory business, as well as expenses related to
rationalisation of non-core resources.

In 2009, the Company posted a net income of THB 3.3 million, mainly due
to a revenue increase from property development consulting services,
other income from withholding tax refunds, and a decrease of selling and
administrative expenses in particular, professional fees, advertising,
and travel expenses.

In 2010, the company posted a net income of THB 86.7 million, mainly due
to revenue from investment services income.

  -----------------------------------------------------------------------
  Year                   Losses from operations Year of expiration
                         eligible for tax       
                         benefits (THB m)       
  ---------------------- ---------------------- -------------------------
  2006                   (19.7)                 2011

  2007                   (56.0)                 2012

  2008                   (88.5)                 2013

  2009                   (1.3)                  2014

  2010                   (50.7)                 2015

  Total                  (216.2)                
  -----------------------------------------------------------------------

The Company is permitted to use, as tax shield benefits, losses of THB
216.2 million from past business operations, until 2015. The period
during which tax shield benefits may be utilised will diminish each year
until they expire, as per the table above. Should the tax shield
benefits arising from past losses expire, the Company is then obliged to
pay corporate income taxes, calculated as a percentage of profits before
tax.

Analysis of Financial Status

Assets

As of 31 December 2010, the Company had total assets of THB 898.2
million, an increase of THB 380.9 million from the end of 2009, due
mainly to an increase of investment in associates, investments in
trading and available-for-sales securities, and cash receipts from
warrant subscriptions.

Liabilities and Shareholders’ Equity

As of 31 December 2010, the Company had total liabilities of THB 121.8
million, an increase of THB 95 million from the end of 2009, due mainly
to an increase of loans from financial institutions and warrant
subscriptions payable.  Total shareholders’ equity is THB 776.4 million,
an increase of THB 285.9 million from the end of 2009, due mainly to an
increase of issued and paid-up capital and warrants to purchase ordinary
shares.  The 2010 un-appropriated retained earnings are negative THB
162.4 million, a decrease of THB 86.7 million from 2009.

REMUNERATION OF AUDITORS

Section 120 of the Public Companies Act requires that, every year, the
Annual General Meeting of Shareholders appoints the Company’s auditors
and determines their remuneration. The existing auditors may be
reappointed.

In addition, the notification of the Securities and Exchange Commission
no. Kor Jor. 39/2548 regarding rules, criteria and procedures for
disclosure of financial status and operating results of securities
issuing companies (item no. 20) requires that such companies ensure the
rotation of their auditors if such auditors have performed their duties
for 5 consecutive accounting years. However the Company is not required
to engage a new audit firm, which means the Company may appoint any
other auditor in the existing audit firm to replace the existing
auditors.

The 2010 Annual General Meeting of Shareholders approved the appointment
of Mrs. Anothai Leekitwattana, Certified Public Accountant (Thailand)
No. 3442, and/or Mrs. Unakorn Phruithithada, Certified Public Accountant
(Thailand) No. 3257, and/or Mr. Boonlert Kamolchanokkul, Certified
Public Accountant (Thailand) No. 5339, and/or Mr. Sudwin Panyawongkhanti
Certified Public Accountant (Thailand) No. 3534 of
PricewaterhouseCoopers ABAS Limited as the auditors of the Company. Any
one of them is authorised to conduct the audit and render an opinion on
the financial statements of the Company

No relationships or interests exist between the nominated auditors and
the Company and its subsidiaries or any of its executives, major
shareholders, or their affiliates.

Table showing the auditor’s remuneration for the year ended 31 December
2010 is shown below:

  ------------------------ ----------- ------------------- ---------- -----------
  Company                  Audit Fee   Increase/Decrease   Out of     Total
                                       Fee during the year Pocket     

  Evolution Capital Public 1,900,000   -                   31,890     1,931,890
  Company Limited                                                     

  Subsidiaries             770,000     65,000              14,000     849,000

  Total                    2,670,000   65,000              45,890     2,780,890
  ------------------------ ----------- ------------------- ---------- -----------