TT&T PUBLIC COMPANY LIMITED AND ITS SUBSIDIARIES

T H A I L A N D

INTERIM FINANCIAL STATEMENTS

FOR THE THREE-MONTH AND SIX-MONTH PERIODS ENDED JUNE 30, 2011

AND

INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS REPORT

EXPRESSED IN THAI BAHT

REVIEW REPORT OF THE INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT To the Shareholders of TT&T Public Company Limited (1) I have reviewed the accompanying consolidated statements of financial position of TT&T Public Company Limited and its subsidiaries as of June 30, 2011, and the related consolidated statements of comprehensive income for the three - month and six - month periods ended June 30, 2011 and 2010, the consolidated statements of changes in shareholders equity and cash flows for the sixmonth periods ended June 30, 2011 and 2010. I have also reviewed the separate financial statements of TT&T Public Company Limited for the same period. These financial statements are the responsibility of management of the Company and its subsidiaries as to their correctness and the completeness of the presentation. My responsibility is to report on these financial statements based on my review. Except as discussed in the paragraphs (5), (6) and (7), I conducted my review in accordance with the standards on auditing applicable to review engagements. These standards require that I plan and perform the review to obtain moderate assurance as to whether the financial statements are free of material misstatement. A review is limited primarily to inquiries of the Companys and its subsidiaries personnel and analytical procedures applied to financial data and thus provides less assurance than an audit in accordance with generally accepted auditing standards, and accordingly, I do not express an opinion. As attached to this report, for the review report of financial statements for the three-month and six-month periods ended June 30, 2010, under my report dated August 9, 2010, I was unable to reach any conclusion as a result of the financial statements referred to above. The consolidated and separate statements of financial position as of December 31, 2010, as presented herein for comparative purposes, have been derived from such financial statements, which I have audited and reported in accordance with generally accepted auditing standards and expressed a qualified opinion on those statements with the alike effects of such adjustments, if any, as described in paragraphs (5), (6) and (7) and drew attention to the matters alike to the matters as described in paragraphs (9.1) to (9.6), under my report dated March 28, 2011. I have not performed any other audit procedures subsequent to such report date.

(2)

(3)

(4)

(5)

As described in Note 10, Note 10.1 and Note 11 to the interim financial statements that on December 28, 2010, the Central Bankruptcy Court has approved the Business Rehabilitation Plan. Therefore, the Company has adjusted the outstanding debts (except for Group 5 Creditors, but excluding debts in relation to normal accounts payable under the concession agreement which the Company has yet recorded in the financial statements) amounting to Baht 18,315 million (the Company only: Baht 19,058 million) to match with the Official Receivers order and/or Creditors petitions. The difference from the said debts adjustment amounting to Baht 761 million was recorded as expenses in the consolidated statement of income for the year ended December 31, 2010 (the Company only: Baht 775 million). Subsequently, the Company has adjusted the debts as of December 28, 2010 decrease to match with the Official Receivers order which obtained during the current period, for the difference amounting to Baht 12 million and Baht 27 million respectively, which the Company has recognized as income in consolidated statement of income for the three-month and six-month periods ended June 30, 2011 (the Company only: Baht 12 million and Baht 27 million respectively). In addition, as of June 30, 2011, the interim interest, which recorded as Liabilities under Business Rehabilitation Plan, has totaling Baht 3,960 million (the Company only: Baht 3,964 million), then the Company has fully made repayment of debts under the plan, the creditors agree to release the Company from the debt amounts in relation to that interim interest. As of June 30, 2011 and December 31, 2010, the Company has Liabilities under Business Rehabilitation Plan and Liabilities under Business Rehabilitation Plan pending for converting to equity totaling Baht 8,714 million and Baht 15,307 million respectively (the Company only: Baht 9,475 million and Baht 16,068 million respectively), which might be changed subject to the final order. The impact of such events cannot be assessed at this time, and this constitutes a limitation of scope imposed by circumstance at this stage.

(6)

As described in Note 1.5 and Note 7 to the interim financial statements, as of June 30, 2011 and December 31, 2010, the accumulated impairment losses of property, plant and equipment amounting to Baht 1,772 million and Baht 1,907 million respectively in the consolidated financial statements, the majority was impairment loss in year 2010 amounting to Baht 1,677 million and Baht 1,812 million respectively which included impairment loss of the subsidiaries amounting to Baht 305 million. In addition, the Company did not obtain financial statements for the three-month and six-month periods ended June 30, 2011 of TT&T Subscriber Services Co., Ltd. (TT&T SS), the subsidiary. Due to the plan administrator has not yet able to manage and control over the said subsidiaries. Therefore, the Company has prepared consolidated financial statements for the three-month and six-month periods ended June 30, 2011, using the statement of financial position of TT&T SS ended December 31, 2010 which excluded the results of TT&T SS operations for the three-month and six-month periods ended June 30, 2011. And I was unable to perform review procedures to satisfy myself as to the supporting evidence of recording the impairment loss and the effect of the consolidated financial statement which excluded the results of TT&T SS operations of the 1 st and the 2nd quarter of year 2011 and this constitutes a limitation of scope imposed by circumstance at this stage.

(7)

As described in Note 20.2 to the interim financial statements, the Company earns income from other value added services, for which some of the sharing rates are still under negotiation and/or being arranged with the concession provider. As described in Note 4 to the interim financial statements, as of June 30, 2011 and December 31, 2010, the outstanding balances of such transactions were Baht 495 million and Baht 494 million respectively. The recording of the related revenues depend on the outcome of negotiation of the sharing rates with the concession provider. Then the Company has not yet recorded allowance for doubtful accounts of such transaction since the concession provider will deposit the money in the specific account in accordance with the agreed contracts, and repay to the Company once the sharing rates of revenues are agreed.

(8) Except for the effects of such adjustments, if any, as described in paragraphs (5), (6) and (7) could have a material adverse effect on the financial statements for the three-month and six-month periods ended June 30, 2011. Based on my reviews, nothing has come to my attention that causes me to believe that the accompanying financial statements are not presented fairly, in all material respects, in accordance with generally accepted accounting principles. (9) Without qualifying the review conclusion on the financial statements for the three-month and six-month periods ended June 30, 2011, I drew attention to the following matters: (9.1) As described in Note 1.2 to the interim financial statements, in the consolidated financial statements as of June 30, 2011 and December 31, 2010, the Company and its subsidiaries have capital deficiency of Baht 6,853 million and Baht 5,849 million respectively (the Company only: Baht 6,621 million and Baht 5,613 million respectively). The significant of the said factor has raised some doubts on the Company and its subsidiaries ability to continue their business operations. However, as of June 30, 2011 and December 31, 2010 the Company and its subsidiaries had deposits with banks amounting to Baht 1,803 million and Baht 2,303 million respectively (the Company only: Baht 1,620 million and Baht 2,121 million respectively), and also the management believes that their plan will be success as described in Note 12 to the interim financial statements. So, the Company believes that the business will generate enough income to settle the debt and has the ability to continuously operate the business in the future. Furthermore, the Company is concentrating on operating cost reduction including financial restructuring, and has a plan for debt to equity conversion under the Business Rehabilitation Plan. Therefore, the plan administrator believed that the financial statements prepared under the going concern basis assumption is appropriate, because on December 28, 2010 the Central Bankruptcy Court has approved the Business Rehabilitation Plan and the management believes that the Company will successfully complete the business rehabilitation process and able to successfully manage as setting in business plan. However, these financial statements have been prepared on the basis that the Company and its subsidiaries is a going concern and that the conversion of the assets and the payment of liabilities are under the normal operations.

(9.2)

As described in Note 1.3 to the interim financial statements that as the Company submitted to the Stock Exchange of Thailand (SET) its annual financial statements ended December 31, 2010 presented negative valuation on shareholders equity. The Companys securities were therefore announced, according to the SETs rules as facing possible delisting. However on May 23, 2011, the Company has informed the SET that the Company is currently in the rehabilitation process under the Bankruptcy Act according to the order of the Central Bankruptcy Court dated December 28, 2010 approving the rehabilitation plan of the Company. If the aforementioned procedures and processes are implemented, the shareholders equity is expected to become positive, and finally comply with the criteria for the listed company. On May 24, 2011, the SET has considered and allowed to extend the Companys security trading from May 24, 2011 to June 22, 2011 and the SET will maintain the SP (Suspension) sign on the Companys security to prohibit the trading from June 23, 2011 until the Company has succeeded in solving a trouble of financial conditions and operations in respect with the SETs rules. As described in Note 11 to the interim financial statements that as of June 30, 2011 and December 31, 2010 the Company has Liabilities under Business Rehabilitation Plan pending for converting to equity totaling Baht 5,299 million and Baht 5,315 million respectively (the Company only: Baht 5,872 million and Baht 5,888 million respectively). According to the Business Rehabilitation Plan dated December 28, 2010 has not stated that the Company has to pay the interest for such liabilities pending for converting to equity commencing from December 28, 2010. However, as described in Note 14.3 to the interim financial statements that on July 4, 2011 the Company has registered the capital increase and fully paid-up by converting the debts amounting of Baht 3,414 million to equity.

(9.3)

(9.4)

As described in Note 10.1 and Note 25 to the interim financial statements, the Company has ongoing disputes with the concession provider. Claims totaling Baht 38,372 million (excluded normal account payable according to the concession agreement which the Company has already recorded in the financial statements) have been lodged by the concession provider against the Company through filed claims for settlement of debts under the business rehabilitation. Such claims comprise of debt arising from claims, loss of benefits, damages, debts under disputes, etc. including the debt arising from transfer of system equipment in relation to the concession agreement. At present, the case has been under the process of judgment and inquiring debtors by the Official Receiver. The final result of the above transaction is still uncertainty and cannot expect at this time. Therefore, the Company has not set aside the loss reserve which may occur from these transactions in the financial statement. Nonetheless, the Business Rehabilitation Plan dated December 28, 2010 has set measures to ease the tighten of cash flows caused for debt repayment to the concession provider, in case the Company has the obligations to repay the above debts. On the same time, claims amounting to Baht 26,332 million have been lodged by the Company against the concession provider which the Company received a ruling from the Thai Arbitration Institute that the Company should receive such amount; and the dispute is currently in the process of being considered by the Central Administrative Court. So, the Company has not recorded such incomes in the financial statement.

(9.5)

As described in Note 3.4, Note 3.5 and Note 4 to the interim financial statements, during year 2009 the Company issued the promissory notes amounting to approximately Baht 707 million to repay the advance payment to a subsidiary, and that subsidiary has transferred such promissory notes to a related company at that time for settlement of the debt of data communication network service fees. And the former related company has transferred its right in Companys promissory notes to the Company. In addition, the subsidiary has transferred its right in the trade account receivable owed by the Company amounting to approximately Baht 170 million to that former related company for settlement of debt of data communication network service fees, and then the former related company has transferred that right to the Company. Both actions totaling Baht 877 million were made for repayment to the Company on behalf of the concession service provider to repay the circuit rental service fee which the related company owed the concession service provider. The Company notified the concession provider of such settlements for data communication network service fees on behalf of the concession service provider. To date, the Company has not made payment to the concession provider. However, the plan preparer cancelled the promissory notes and refused the transfer of rights in the outstanding payable between the Company and the subsidiary to the related company, including perform the adjustment for reversing the above transactions. Moreover, the Company and the subsidiary entered into agreements with the former related company to change the circuit rental rate, telecommunication network service rate and service conditions in certain agreements. However, the plan preparer believes that the changes of rates in these agreements are not fair to the Company. The aforementioned actions were performed when the Company was being under the business rehabilitation process, and prior to the Central Bankruptcy Court ordering the appointment of a plan preparer. Thus the plan preparer has included these matters in the business rehabilitation plan in order to submit the petition to the Central Bankruptcy Court for revoking such actions that put other creditors and the Company at a disadvantage. Later, on December 28, 2010 the Central Bankruptcy Court issued an order approving Business Rehabilitation Plan. The plan administrator then refuse the rights stated in the agreements which provide any obligation more than the benefits the Company could earn as described in Note 13.2 to the interim financial statements.

(9.6)

As described in Note 1.5 to the interim financial statements that the Company currently could not temporarily control all three of its subsidiaries, as described in the Note 3.4 to the interim financial statements. However, the plan administrator is in the process of taking control over the said subsidiaries. Therefore, the consolidated financial statements still include the financial statements of the said subsidiaries. As described in Note 16 to the interim financial statements that in the current period, the Company has registered to reduce paid - up share capital from Baht 32,424 million to Baht 3,242 million with Ministry of Commerce on May 20, 2011, resulting occurred the premium on capital decrease amounting to Baht 29,182 million. The Company is in the process of considering to set up the purpose of the said capital decrease.

(9.7)

(9.8)

As described in Note 1.6 (a) to the interim financial statements that in the current period, the Company and its subsidiaries have applied certain newly issued and revised financial reporting standards which are relevant to the Company and its subsidiaries. Accordingly, the comparative interim financial statements for the threemonth and six-month periods ended June 30, 2010 and the statement of financial position as of December 31, 2010 have been presented in accordance with the interim financial statements for the six-month periods ended June 30, 2011.

(NATSARAK SAROCHANUNJEEN) Certified Public Accountant Registration No. 4563

A.M.T. & ASSOCIATES Bangkok, Thailand August 9, 2011