FINANCIAL HIGHTLIGHTS

Financial Statement

Summary of Financial Position and Operation Results

Tables showing the balance sheet and profit-loss statement on 31^(st)
December 2009, 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.

MANAGEMENT DISCUSSION AND ANALYSIS

Description and Analysis of Financial Position and Operating Results

Operating Performance Overview

2009 was a year where the Company completed its restructuring and
started to focus on building the Company’s advisory and development
platform. The background to these activities was challenging in the
light of a slowly recovering global economic environment and lingering
political dysfunction on the local front.

The recorded net income of THB 3.3 million for 2009 increased by THB
145.2 million from 2008. This was due to a redeployment of resources and
shift in focus towards advisory and consultancy in the property sector.
The Company successfully redeployed its operational platform resulting
in operational efficiencies and cost reductions.

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 2007 was THB 52.1 million, slightly declining to THB 50.7
million in 2008, a decrease of THB 1.4 million, or 2.7% of revenue as a
result of the Company’s media business continued rationalization off-set
by the successful launch of property advisory services. Revenue
dramatically increased to THB 157.8 million in 2009, an increase of THB
107.1 million, or 211.2% representing a growing property advisory
services product line. Revenue on a quarterly basis in 2009 is
represented below:

  (Unit: ‘000 THB)

  ---------------- --------- --------- ---------- ----------- ------------
  Consolidated     Q1        Q2        Q3         Q4          FY2009

  Revenues         67,403    44,746        22,143 23,513           
                                                              157,805
  ---------------- --------- --------- ---------- ----------- ------------

Income from Services

Service income is generated from three major sources: Wireless Value
Added and Audiotex Services, Interactive Solutions Services, and
Property Services. Total revenues from these three services totaled THB
43.6 million in 2007, THB 45.9 million in 2008, and THB 134.6 million in
2009.

Details regarding income from services classified by segment, from 2007
to 2009, are as follows.

(Unit: ‘000 THB)

+----------------------+--------+-----+--------+-----+--------+-----+
| Type of Service      | 2007   |     | 2008   |     | 2009   |     |
+----------------------+--------+-----+--------+-----+--------+-----+
|                      | Income | %   | Income | %   | Income | %   |
+----------------------+--------+-----+--------+-----+--------+-----+
|   Wireless Value     | 20,988 | 4   | 11,515 | 2   | 15,225 | 1   |
|   Added and Audiotex |        | 8.2 |        | 5.1 |        | 1.3 |
|   Services           |        |     |        |     |        |     |
+----------------------+--------+-----+--------+-----+--------+-----+
|   Interactive        | 13,536 | 3   | -      | -   | -      | -   |
|   Solutions Services |        | 1.0 |        |     |        |     |
+----------------------+--------+-----+--------+-----+--------+-----+
|   Property Advisory  | 9,053  | 2   | 34,371 | 7   | 1      | 8   |
|   Services           |        | 0.8 |        | 4.9 | 19,327 | 8.7 |
+----------------------+--------+-----+--------+-----+--------+-----+
| Total income from    | 43,577 | 10  | 45,886 | 10  | 1      | 10  |
| services             |        | 0.0 |        | 0.0 | 34,552 | 0.0 |
+----------------------+--------+-----+--------+-----+--------+-----+

1) Revenues from Wireless Value Added and Audiotex 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. Details regarding income
from wireless VAS from 2004 to 2009 are as follows:-

+----------------------+-----------------------+-----------------------+
| Year                 | Wireless Value Added  | Proportion of total   |
|                      | and Audiotex Services | revenue               |
|                      |                       |                       |
|                      | (Million THB)         | (%)                   |
+----------------------+-----------------------+-----------------------+
| 2004                 | 104.1                 | 87.8                  |
+----------------------+-----------------------+-----------------------+
| 2005                 | 126.8                 | 86.8                  |
+----------------------+-----------------------+-----------------------+
| 2006                 | 69.9                  | 86.8                  |
+----------------------+-----------------------+-----------------------+
| 2007                 | 21.0                  | 48.2                  |
+----------------------+-----------------------+-----------------------+
| 2008                 | 11.5                  | 25.1                  |
+----------------------+-----------------------+-----------------------+
| 2009                 | 15.2                  | 11.3                  |
+----------------------+-----------------------+-----------------------+

It can be seen that revenues from wireless VAS decreased over the five
year period by 85.4% due to high competition, a change in the revenue
sharing model between the Company and mobile operators, and a continued
reduction of marketing activities.

2) Revenues from Interactive Solutions Services

Revenues from Interactive Solutions Services amounted to THB 19.3
million or 13.2% of total revenues from services in 2005, THB 10.6
million or 13.2% of total revenues from services in 2006, and THB 13.5
million or 31.0% of total revenues from services in 2007. This business
line has been discontinued after the change in Management occurred in
2007.

3) Revenues from Property Advisory Services

The Company began providing Property Advisory Services at the end of
2007 and managed to post revenues of THB 9.1 million, or 20.8% of total
revenues from services in 2007. Revenues in 2008 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. It can be seen that revenues from
property advisory services increased over the three year period becoming
the primary source of revenue for the Company.

Cost of Service, Sales, and Administrative Expenses

(Unit: ‘000 THB)

  ------------------ ----------- ------- ----------- ------- ----------- -------
  Costs and Expenses 2007                2008                2009        

                     Thousand    %       Thousand    %       Thousand    %
                     THB                 THB                 THB         

  Cost of service    35,754      32.8    15,160      8.2     12,806      8.6

  Cost of property   11,257      10.3    34,399      18.6    40,575      27.4
  advisory services                                                      

  Selling and        62,014      56.9    135,116     73.2    94,699      64.0
  administrative                                                         
  expenses                                                               

  Total cost of      109,025     100.0   184,675     100.0   148,080     100.0
  service, sales,                                                        
  and administrative                                                     
  expenses                                                               
  ------------------ ----------- ------- ----------- ------- ----------- -------

Cost of service, sales, and administrative expenses during the period
2007 to 2009, divided into fixed/variable cost of service provision, and
fixed/variable sales and administrative expenses, are summarised as
follows:

Cost of service amounted to THB 35.8 million or 68.7% of total revenues
in 2007, THB 15.2 million or 30.0% of total revenues in 2008 and THB
12.8 million or 8.1% of total revenues in 2009.

Cost of property advisory services amounted to THB 11.3 million or 21.7%
of total revenues in 2007, THB 34.4 million or 67.9% of total revenues
in 2008 and THB 27.4 million or 17.4% of total revenues in 2009.

Selling and administrative expenses amounted to THB 62.0 million or
119.1% of total revenues in 2007, THB 135.1 million or 266.7% of total
revenues in 2008 and THB 94.7 million or 60.0% of total revenue in 2009.
The decreased cost based was due primarily to reductions in professional
fees, advertising expenditures, and travel expenses

Interest expenses

The Company has not borrowed money from any financial institution to
finance its business operations. It therefore was not required to pay
any interest on loans. Interest payments arising from the hire purchase
of vehicles for Company executives made it necessary for the Company to
have interest payments of THB 0.04 million in 2007, 0.10 million in
2008, and THB 0.01 million in 2009.

Net Profits/Losses

In 2007, the Company posted a net loss of THB 91.1 million mainly due to
a continued reduction of marketing activities, increased competition in
the existing digital media business, write-offs and losses on disposals
of non-core and underperforming businesses, and restructuring costs.

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 advisory services, other income from
withholding tax refunds, and a decrease of selling and administrative
expenses in particular, professional fees, advertising, and travel
expenses.

  -----------------------------------------------------------------------
  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                   -                      -

  Total                  (164.2)                
  -----------------------------------------------------------------------

The Company is permitted to use its tax benefit privileges arising from
losses from past business operations, a total of THB 164.2 million,
until 2013. The period during which tax benefit privileges may be
utilised will diminish each year until they expire, as per the table
above. Should the tax benefit privileges 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 2009, the Company had total assets of THB 517.3
million, a decrease of THB 23.6 million from the end of 2008, due mainly
to a decrease of cash to return advance receipts to customers,
increasing loans to associated companies, investments and project
development costs.

Liabilities and Shareholders’ Equity

As of 31 December 2009, the Company had total liabilities and total
shareholders’ equity of THB 26.8 million and THB 490.5 million,
respectively. The un-appropriated retained earnings are negative THB
249.1 million, a decrease of THB 3.3 million in 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 2009 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 remuneration for the year ended 31^(st)
December 2009 is shown below:

  ------------------------ ----------- ------------ ------------ -----------
  Company                  Audit Fee   Additional   Out of       Total
                                       Review Fee   Pocket       

  Evolution Capital Public 1,840,000   50,000       46,427       1,936,427
  Company Limited                                                

  Subsidiaries             1,324,937   -            42,768       1,367,705

  Total                    3,164,937   50,000       89,195       3,304,132
  ------------------------ ----------- ------------ ------------ -----------