1

M-LINK ASIA CORPORATION PUBLIC COMPANY LIMITED AND ITS SUBSIDIARY COMPANIES

NOTES TO FINANCIAL STATEMENTS

June 30, 2006 (Unaudited/Limited Review Only)

and December 31, 2005 (Audited)

  1. General Information
  2. Basis of preparation of the interim financial statements.

These interim consolidated financial statements and the interim financial statements of the company only were prepared according to local generally accepted accounting principles and presented in the set abbreviated format as stipulated under accounting standard No.41 concerning Interim Financial Statement with additional items in the basic financial statements such as the Balance Sheet, Income Statement, the Changes in Shareholder’s Equity and the Cash Flow Statement and set out in the manner proscribed under the announcement of the Commercial Registration Department concerning “Compulsory Sub-Entries for Financial Statement(2001)” and in order to comply with the announcement of the Securities and Exchange Commission and the Regulations of the Stock Exchange of Thailand.

In order to prepare the financial statement to comply with generally accepted accounting standards, the company’s management had to make some estimates and suppositions which may have an effect on the amount shown for revenue, expenses, assets and liabilities and also on the disclosures concerning assets and contingent liabilities, therefore the actual result may differ the estimated amount.

These interim financial statements were prepared to provide additional information over the latest previous financial statements therefore they emphasize the latest business information, new events and situations so as not to duplicate information already reported on and so they should be used in conjunction with the latest annual financial statements available.

1.2Summary of Significant Accounting Policy

These interim financial statements were prepared under the same accounting policy and calculation methods as used in the financial statements ending on December 31, 2005.

1.3 In preparation of the interim of consolidated financial the company will only take its subsidiary companies which is under the main control of M-link Asia Corporation Public Company Limited into account. The company holds shares in subsidiary companies with the percentage of shareholding as follow:

Name of Company Shareholding(%) Goodwill Country Business Type

(Negative Goodwill)

As of As of As of purchased

June 30, December 31,

2006 / 2005 / (Million Baht)
Telemax Asia / 99.99 / 99.99 / (26.93) / Thailand / Sales agent for mobile phones
Corporation Co., Ltd. / and accessories and provide
repair service
M shop Mobile Co., Ltd. / 95.00 / 95.00 / - / Thailand / Franchises for repair,
distribution, agencies and
representative services
Portalnet Co., Ltd. / 99.99 / 99.99 / 1.77 / Thailand / Project tender both in the
government and private sectors
M Solution Co., Ltd. / 99.97 / 99.97 / 2.76 / Thailand / develop and service program
computer on mobile producer
and mobile server

1.4 These interim of consolidated financial statements were combined transactions of consortium, which the Portalnet Co., Ltd., aggregating in the such consortium, as of June 30, 2006 and December 31, 2005, the Portalnet Co., Ltd., has signed the contract of consortium as follow:

Name / Objective / Consortium Type / Country
Consortium SPIES / The leasing of an application software for core / Operation control with / Thailand
business operations in accordance with Provincial / cooperated
Electricity Authority
Consortium / Project tender with a stated government unit / Operation control with / Thailand
cooperated

1.5 The subsidiary company is under the main control of Portalnet Company Limited into account, which holds shares in subsidiary company with the percentage of shareholding as follow :

Name of Company Shareholding(%) Goodwill Country Business Type

Negative Goodwill

As of As of As of purchased

June 30, December 31,

2006 / 2005 / (Million Baht)
EDC Square Co., Ltd. / 79.94 / 79.94 / - / Thailand / Development and consultant in
the computer

1.6 The interim consolidated financial statements were prepared withthe same of standard as used in consolidated financial statement ending on December 31, 2005.

2. Inter - Transactions

In the financial statements of the company there were significant inter-transactions with its subsidiaries as follows ;

2.1Inter Income and Expenses

For the Quarter / For the Six months period
Ending on June 30, / Ending on June 30,
2006 / 2005 / 2006 / 2005
’000 Baht / ’000 Baht / ’000 Baht / ’000 Baht
Revenue from Sales, Returned Goods, Trade Discount and Other income
Revenue from Sales
Telemax Asia Corporation Co.,Ltd. / 739,817 / 823,810 / 1,414,168 / 1,353,546
M Shop Mobile Co.,Ltd. / 122,263 / 127,953 / 185,289 / 257,298
Portalnet Co.,Ltd. / 27 / - / 27 / -
Total / 862,107 / 951,763 / 1,599,484 / 1,610,844
Returned Goods
Telemax Asia Corporation Co.,Ltd. / 4,955 / 43,361 / 20,249 / 45,365
M Shop Mobile Co.,Ltd. / 509 / 13,529 / 1,113 / 32,284
Total / 5,464 / 56,890 / 21,362 / 77,649
Trade Discount
Telemax Asia Corporation Co.,Ltd. / 17,769 / 31,172 / 53,053 / 48,948
M Shop Mobile Co.,Ltd. / 6,357 / 9,859 / 15,962 / 15,594
Total / 24,126 / 41,031 / 69,015 / 64,542
Other Income
Telemax Asia Corporation Co.,Ltd. / 1,075 / 1,071 / 2,155 / 2,173
M Shop Mobile Co.,Ltd. / 32 / 236 / 65 / 604
Portalnet Co.,Ltd. / 492 / 511 / 972 / 972
M Solution Co.,Ltd. / 110 / 392 / 200 / 513
Total / 1,709 / 2,210 / 3,392 / 4,262
Purchase and Sales Promotion Expenses
Purchase
Telemax Asia Corporation Co.,Ltd. / 592 / 14 / 1,196 / 31
Total / 592 / 14 / 1,196 / 31
Sales Promotion Expenses
Telemax Asia Corporation Co.,Ltd. / 6 / 73 / 91 / 73
M Shop Mobile Co.,Ltd. / - / 2,510 / 223 / 10,503
Total / 6 / 2,583 / 314 / 10,576
For the Quarter / For the Six months period
Ending on June 30, / Ending on June 30,
2006 / 2005 / 2006 / 2005
’000 Baht / ’000 Baht / ’000 Baht / ’000 Baht
Sales Promotion Expenses
Telemax Asia Corporation Co.,Ltd. / 7 / 139 / 76 / 309
Total / 7 / 139 / 76 / 309
Public Relations Expenses
M Solution Co.,Ltd. / 540 / 551 / 1,088 / 1,263
Total / 540 / 551 / 1,088 / 1,263
Consulting Expenses
M Solution Co.,Ltd. / - / 270 / 45 / 540
M Shop Mobile Co.,Ltd. / - / - / - / 42
Total / - / 270 / 45 / 582
Interest Expenses
M Shop Mobile Co.,Ltd. / 516 / 177 / 813 / 370
Total / 516 / 177 / 813 / 370
Interest Revenue
Portalnet Co.,Ltd. / 1,362 / 8 / 2,058 / 946
Total / 1.362 / 8 / 2,058 / 946
Profit (Loss) in Inventories at end of Period
Telemax Asia Corporation Co.,Ltd. / 2,587 / 4,468 / 2,587 / 4,468
M Shop Mobile Co.,Ltd. / (189) / 58 / (189) / 58
Total / 2,398 / 4,526 / 2,398 / 4,526

2.2 Inter Assets and Liabilities

THE COMPANY ONLY
As of / As of
June 30, 2006 / December 31, 2005
’000 Baht / ’000 Baht
Accounts Receivable
Telemax Asia Corporation Co.,Ltd. / 46,973 / 130,488
M Shop Mobile Co.,Ltd. / 3,341 / -
Portalnet Co.,Ltd. / 36 / 100
Total / 50,350 / 130,588
(Plus) Post Date Cheque
Telemax Asia Corporation Co.,Ltd. / - / 71
M Shop Mobile Co.,Ltd. / - / 96
Total / - / 167
(Less) Credit Note not used
Telemax Asia Corporation Co.,Ltd. / (56) / (23,904)
Portalnet Co.,Ltd. / - / (11)
Net / 50,294 / 106,840
Other Accounts Receivable
Telemax Asia Corporation Co.,Ltd. / 579 / 317
Portalnet Co.,Ltd. / 336 / 183
M Solution Co.,Ltd. / 42 / 73
Total / 957 / 573
Accounts payable
Telemax Asia Corporation Co.,Ltd. / - / 301
Total / - / 301
Other Accounts payable and Note payable
Telemax Asia Corporation Co.,Ltd. / - / 26
M Shop Mobile Co.,Ltd. / 221 / 8,189
M Solution Co.,Ltd. / 774 / 869
Total / 995 / 9,084
THE COMPANY ONLY
June 30, 2006 / December 31, 2005
’000 Baht / ’000 Baht
Accrued Expenses
Telemax Asia Corporation Co.,Ltd. / 21 / 156
M Shop Mobile Co.,Ltd. / - / 118
M Solution Co.,Ltd. / - / 4
Total / 21 / 278
Accrued Sales Promotion Expenses
M Shop Mobile Co.,Ltd. / - / 17,471
Total / - / 17,471

In the company only, for the six months period ended on June 30, 2006, it has movement in long term loans receivable for subsidiary company and short-term loans from subsidiary company as follow:

As of / DuringPeriod / As of
December 31, 2005 / Increased / (Decreased) / June 30, 2006
’000 Baht / ’000 Baht / ’000 Baht / ’000 Baht
Loans Receivable for Subsidiary Company
Portalnet Co.,Ltd. / 472,012 / 119,000 / - / 591,012
Loans from Subsidiary Company
M Shop Mobile Co.,Ltd. / 18,000 / 40,000 / (58,000) / -

In the company only, for the years ended on December 31, 2005, it has movement in long term loans receivable for subsidiary company and short-term loans from subsidiary company as follow:

As of / DuringPeriod / As of
December 31, 2004 / Increased / (Decreased) / December 31, 2005
’000 Baht / ’000 Baht / ’000 Baht / ’000 Baht
Loans Receivable for Subsidiary Company
Portalnet Co.,Ltd. / 788,203 / 249,149 / (565,340) / 472,012
Loans from Subsidiary Company
M Shop Mobile Co.,Ltd. / - / 138,000 / (120,000) / 18,000

In the company only, as of June 30, 2006 and December 31, 2005, the whole amount of long term loans receivable for subsidiary company, it’s borrows in promissory notes at call type and with calculated at 4.10%-7.75% per years and 3.00% - 4.8625% per years respectively.

In the company only, as of December 31, 2005, the whole amount of short-term loans from subsidiary company, it’s borrows in promissory notes at call type and with calculated at 4.05% -5.43% per years.

Inter-sales to subsidiary companies are charged with comparative to transactions with outsider.

Inter- returned goods from subsidiary companies for distribute to new dealers.

Inter- purchase goods model not distribute from subsidiary companies which subsidiary companies purchase from agency. The company purchase are based on mutual agreement which over cost

Trade Discount, other income, sale promotion, public relation expenses and consulting expenses to subsidiary companies are based on mutual agreement.

2.3 Type of Relationship with the Company

Name of Company Nature of Relationship

Telemax Asia Corporation Co., Ltd. / - Subsidiary Company by Shareholding
M Shop Mobile Co., Ltd. / - Subsidiary Company by Shareholding
Portalnet Co., Ltd. / - Subsidiary Company by Shareholding
M Solution Co., Ltd. / - Subsidiary Company by Shareholding
EDC Square Co., Ltd. / - Subsidiary Company of Portalnet Co., Ltd. by
Shareholding

3.Accounts and Notes Receivable-Net

Consist of :

CONSOLIDATED THE COMPANY ONLY

As of / As of / As of / As of
June 30, 2006 / December 31, 2005 / June 30, 2006 / December 31, 2005
’000 Baht / ’000 Baht / ’000 Baht / ’000 Baht
Notes Receivable / 5,879 / 17,580 / 5,650 / 17,717
Accounts Receivable
In Credit Term / 347,348 / 397,695 / 388,257 / 436,467
Over Credit Term 1-60 Days / 95,962 / 53,395 / 89,108 / 24,550
Over Credit Term 61-121 Days / 3,586 / 4,410 / 3,586 / 3,483
Over 120 Days / 2,267 / 2,746 / 407 / 432
Accounts Receivable-Cheque Return / 9 / 9 / - / -
Total / 455,051 / 475,835 / 487,008 / 482,649
Less Allowance for Doubtful Debts / (8,386) / (1,076) / - / -
Estimated Allowance-for Returned
Goods / (54,145) / (35,147) / (52,878) / (35,147)
Credit Note Not Used
Credit Note over 1-60 Days / (1,077) / (16,248) / (696) / (39,935)
Credit Note over 61-120 Days / (25) / (357) / - / (286)
Credit Note over 121 days / (85) / (57) / (26) / (35)
Net / 391,333 / 422,950 / 433,408 / 407,246

In the consolidated and the company only, as of June 30, 2006 and December 31, 2005, the estimate of returned goods was computed from sale to department stores and dealers can be returned if they are still in original condition.

4. Inventories-Net

Consist of :

CONSOLIDATED THE COMPANY ONLY

As of / As of / As of / As of
June 30, 2006 / December 31, 2005 / June 30, 2006 / December 31, 2005
’000 Baht / ’000 Baht / ’000 Baht / ’000 Baht
Mobile Phones and Accessories / 1,267,281 / 964,943 / 1,170,757 / 918,768
Spare Parts / 18,774 / 16,089 / 17,056 / 14,313
Furniture for Sale. / 345 / 345 / - / -
Total / 1,286,400 / 981,377 / 1,187,813 / 933,081
Plus Estimate cost of Allowance
for Returned Goods / 52,637 / 34,512 / 51,400 / 34,512
(Less) Allowance for Declining value
of Inventories / (116,690) / (26,577) / (109,210) / (18,016)
Total / 1,222,347 / 989,312 / 1,130,003 / 949,577

5. Work in Progress for Installation and Equipment Acquisition

In the consolidated and the company only, as of June 30, 2006 and December 31, 2005, the whole amount were work in progress of the communication system for installation at Suvarnabhumi Airport, Nong Ngu Hao, Bangphli Samutprakan Province, at presently the airport had not been constructed and during for installation and test such system.

6. Account Receivable-Revenue Department

In the consolidated, as of June 30, 2006 and December 31, 2005, partly in amount of Baht 74.07 million and Baht 64.59 million is the refund of input vat whereby presently it is being the refund and filing document to the Department of Revenue to verify and a remaining the company used credit tax.

7. Investment in Subsidiary Companies

Consist of :

The Company Only

Issued and Paid Up Shares Holding Investments by

Cost Method Equity Method Dividend

Name of Company / As of / As of / As of / As of / As of / As of / As of / As of / As of / As of
June 30, / June 30, / December 31, / June 30, / December 31, / June 30, / December 31, / June 30, / December 31, / June 30, / December 31,
2006 / 2005 / 2006 / 2005 / 2006 / 2005 / 2006 / 2005 / 2006 / 2005
’000 Baht / ’000 Baht / % / % / ’000 Baht / ’000 Baht / ’000 Baht / ’000 Baht / ’000 Baht / ’000 Baht
Telemax Asia Corporation / 30,000 / 30,000 / 100.00 / 100.00 / 29,999 / 29,999 / 84,343 / 66,091 / - / -
Co., Ltd.
M Solution Co.,LTD. / 2,000 / 2,000 / 100.00 / 100.00 / 5,327 / 5,327 / 4,044 / 7,648 / - / -
Portulnet Co.,LTD. / 100,000 / 100,000 / 100.00 / 100.00 / 99,994 / 99,994 / 82,603 / 100,273 / - / -
M Shop Mobile Co., Ltd. / 10,000 / 10,000 / 95.00 / 95.00 / 9,500 / 9,500 / 11,719 / 11,711 / - / -
144,820 / 144,820 / 182,709 / 185,723 / - / -

The company is pledged the whole amount of ordinary shares which are held under the Portalnet Co., Ltd., so as for collateral against the credit facility at one commercial bank as stated in note 14.

8. Long-term Investment

In the consolidated and the company only, as of June 30, 2006 and December 31, 2005, the whole amount was securities available for sales which the company is invested in open fund from Financial Institution as follow :

CONSOLIDATED THE COMPANY ONLY

As of / As of / As of / As of
June 30, 2006 / December 31, 2005 / June 30, 2006 / December 31, 2005
’000 Baht / ’000 Baht / ’000 Baht / ’000 Baht
Securities Available for Sales / 9,446 / 10,204 / 9,446 / 10,204
LessSales / (206) / (784) / (206) / (784)
Plus Unrealized Gainon Securities Avaliable
for Sales on the Period / 283 / 26 / 283 / 26
Net / 9,523 / 9,446 / 9,523 / 9,446

9. Property, Building and Equipment – Net

For the six months period ending on June 30, 2006, as follow:

CONSOLIDATED / THE COMPANY ONLY
’000 Baht / ’000 Baht
Beginning Book Value-Net / 252,920 / 233,281
Purchases/Transfer in / 8,677 / 8,175
Sales/Transfer out / (7,163) / (5,175)
Depreciation for Portion Shown on Statements of Income / (19,209) / (13,218)
Accumulated Depreciation on Sold Assets / 5,410 / 4,029
Ending Book Value-Net / 240,635 / 227,092

In the consolidated and the company only, as of June 30, 2006 and December 31, 2005, Land and improvements with a book value of Baht 196.41 million and Baht 199.97 million respectively, was used by the company as security for short-term loans from financial institutions as stated in Note 13.

In the consolidated, as of June 30, 2006 and December 31, 2005, the company had assets with the depreciation fully calculated but still in use which had a cost value of Baht 94.82 million and Baht 60.51 million respectively, which have book value in amount of Baht 1,706 and Baht 5,387 respectively.

In the company only, as of June 30, 2006 and December 31, 2005, the company had assets with the depreciation fully calculated but still in use which had a cost value of Baht 64.19 million and Baht 51.23 million respectively, which have book value in amount of Baht 1,268 and Baht 4,782 respectively.

10. Assets in Construction for Rent

For the six months period ending on June 30, 2006, as follow:

CONSOLIDATED
’000 Baht
Beginning Book Value-Net / 1,427,711
Purchases/Transfer in / 258,138
Sales/Transfer out / -
Ending Book Value-Net / 1,685,849

The whole amount of work in progress is the installation of an application software of subsidiary company at a stated government unit in note 21.3. that during the period a such subsidiary company has transferred advance payment to work in progress in amount of Baht 198.22 million due to such subsidiary has been handover the work in progress.

As of June 30, 2006 and December 31, 2005, the subsidiary company recognized interest expenses in cost of construction for rent in amount of Baht 100.14 million and Baht 52.32 million respectively.

11. Building Leasehold Rights-Net

Consist of :

CONSOLIDATED THE COMPANY ONLY

As of / As of / As of / As of
June 30, 2006 / December 31, 2005 / June 30, 2006 / December 31, 2005
’000 Baht / ’000 Baht / ’000 Baht / ’000 Baht
Beginning of Building Leasehold Rights-Net / 20,871 / 18,182 / 11,382 / 12,271
Plus Increased in the period / - / 4,000 / - / -
(Less) Amortizationfor Leasehold Rights / (763) / (1,311) / (441) / (889)
Ending of Building Leasehold Rights-Net / 20,108 / 20,871 / 10,941 / 11,382

12. Trademark Development -Net

For the six months period ending on June 30, 2006, as follow:

CONSOLIDATED
’000 Baht
Beginning Book Value-Net / 46,326
Amortization for Intangible Assets Shown on Statements of Income / (9,265)
Ending Book Value-Net / 37,061

13. Bank Overdrafts and Short-term Loans from Financial Institution

Consist of :

CONSOLIDATED THE COMPANY ONLY

As of / As of / As of / As of
June 30, 2006 / December 31, 2005 / June 30, 2006 / December 31, 2005
’000 Baht / ’000 Baht / ’000 Baht / ’000 Baht
Bank Overdrafts / 63 / - / 63 / -
Short-term Loans from Financial Institution / 1,190,000 / 1,200,000 / 1,090,000 / 1,100,000
Total / 1,190,063 / 1,200,000 / 1,090,063 / 1,100,000

In the consolidated as of June 30, 2006 and December 31, 2005, the whole amount of short-term loans from financial institutions was borrowed from several commercial banks in the form of 1 to 3 months promissory notes with an interest rate of per year 4.80%-7.75% and 3.25%-5.97% per year respectively, land and building as state in Note 9 and the personal guarantees of the company’s directors were used as full collateral for the whole amount and the company guarantee for a credit limit of loans of subsidiary company.

In the company only as of June 30, 2006 and December 31, 2005, the whole amount of short-term loans from financial institutions was borrowed from several commercial banks in the form of 1 to 3 months promissory notes with an interest rate of per year 4.80%-7.75% and 3.25%-5.97% per year respectively, land and improvements as stated in Note 9 and the personal guarantees of the company’s directors were used as full collateral for the whole amount.

14. Long Term Loans

Consist of :

CONSOLIDATED

As of / As of
June 30, 2006 / December 31, 2005
’000 Baht / ’000 Baht
Long Term Loans / 965,936 / 965,936
Plus Increased in the Period / 230,049 / -
(Less) Current Portion of Long Term Loans / - / -
Net / 1,195,985 / 965,936

In the consolidated, as of June 30, 2006 and December 31, 2005, the whole amount is loan due to one commercial bank on January 7, 2005, the company conducted the contract of credit facility to request the financial support from one commercial bank so as to use to develop and proceed with the project in accordance with the note no. 21.3 in amount of Baht 1,350 million including the repayment of loan to the parent company in accordance with the evidence of debt upon the Portalnet Co., Ltd. It is determined to monthly repay the principle by minimum amount of Baht 33 million per installment and minimum amount of Baht 400 million per annum. The first loan installment is repayable on the final business day of the month when the subsidiary receives the first installment of rental fee from project or on July 31, 2007, whichever is sooner. In addition the interest is determined to month-end repay while interest rate is determined as follows:

- From the contract date until 36th month / The interest rate of fixed deposit of personal
category of 12 months cycle plus 3.5% per year
- Since 37th month until 78th month / The interest rate of fixed deposit of personal
category of 12 months cycle plus 4.0% per year

The company jointly guarantees as joint debtor status and 999,940 shares of Portalnet Co., Ltd., are pledged, and also the additional shares are pledged as collateral in the entire debt repayment by unlimited amount of consortium which incurred upon commercial bank in accordance with the contract of credit facility, no matter of debt incurred or contingent.

15. Other Non Current Liabilities

Consist of :

CONSOLIDATED THE COMPANY ONLY

As of / As of / As of / As of
June 30, 2006 / December 31, 2005 / June 30, 2006 / December 31, 2005
’000 Baht / ’000 Baht / ’000 Baht / ’000 Baht
Employee Guarantee / 2,027 / 2,028 / - / -
Account Payable Under Financial Lease Agreement / 3,069 / 6,831 / 2,892 / 6,541
Deferred Interest Expense / (156) / (248) / (139) / (219)
Total / 4,940 / 8,611 / 2,753 / 6,322
Less Current Portion of Liabilities Under
Financial Lease Agreement
Account Payable UnderFinancial Lease
Agreement / (1,387) / (4,455) / (1,298) / (4,298)
Deferred Interest Expense / 119 / 160 / 106 / 142
Net / 3,672 / 4,316 / 1,561 / 2,166

16. Payment of Dividends and Legal Reserve

In accordance with the unanimous of the Board of Directors Meeting No.3/2006 held on March 20, 2006, and the unanimous of the Shareholder’s Meeting held on April 27, 2006, it was resolved to approve dividend payment for the year operating since July 1, 2005 to December 31, 2005, result at the rate of Baht 0.05 per share to all shareholders totaling 540 million shares for a total amount of Baht 27.0 million which the company determine that the closed date of the registered book pending for shares transfer in order to determine the subscription rights of received is set on April 7, 2006, and set dividend payment to be made on May 4, 2006, so the company has recorded accrued dividend and reserve net profit to legal reserve totaling Baht 8.99 million.

17. Loss from Declining Value of Inventories

In the consolidate financial statements and the company only, For the six months period in 2006amount of Baht 92.65 million and 91.19million respectively that for loss from devaluate of mobile phone by business competition which prices are also the change, rapidly. Some part in amount of Baht 47.87 million from allowance for declining of mobile phone value which company purchase from agency bybusiness agreementwhich split distribute mobile phone resultant inventory increasing.

18. Director’s Remuneration

Director’s remuneration is contributed of the company as per section 90 of the Public Company Act (B.E. 2535), excluding salaries and related fringe benefit paid to management directors.

19. Corporate Income Tax

In the consolidated financial statements and the company only, for the six months period ended on June 30, 2006 and 2005, the company calculated the income tax at the rate of 25% in accordance with the Decree no. 387, which amended the rate of the corporate income tax expense from 30% to 25% for the five consecutive accounting periods from the initial accounting period or after the date a public company is listed on the Stock Exchange of Thailand (as of April 3, 2002) in accordance with the law on Securities and Stock Market.