SPC Verlag LimitedLiquidiert

SPC VERLAG LIMITED

Köln

FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2012

SPC VERLAG LIMITED, CAMBRIDGE

SPC VERLAG LIMITED
FINANCIAL STATEMENTS
YEAR ENDED 31 DECEMBER 2012

CONTENTS

Officers and professional advisers

The directors' report

Independent auditor's report to the shareholders

Profit and loss account

Balance sheet

Notes to the financial statements

Detailed profit and loss account

SPC VERLAG LIMITED
OFFICERS AND PROFESSIONAL ADVISERS

The following page does not form part of the financial statements

The directors have pleasure in presenting their report and the financial statements of the company for the year ended 31 December 2012.

PRINCIPAL ACTIVITIES

The principal activity of the company during the year continued to be that of the publishing of educational literature.

DIRECTORS

The directors who served the company during the year were as follows:

Mr A Slutsky

Mr J Delbridge

Mr A C Ferguson was appointed as a director on 15 February 2013.

Mr A Slutsky resigned as a director on 15 February 2013.

DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Directors' Report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that year.

In preparing those financial statements, the directors are required to:

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

In so far as the directors are aware:

SMALL COMPANY PROVISIONS

This report has been prepared in accordance with the special provisions for small companies under Part 15 of the Companies Act 2006.

Signed on behalf of the directors

SPC VERLAG LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE SHAREHOLDERS OF SPC VERLAG LIMITED
YEAR ENDED 31 DECEMBER 2012

We have audited the financial statements of SPC Verlag Limited for the year ended 31 December 2012 on pages 6 to 10. The financial reporting framework that has been applied in their preparation is applicable law and the Financial Reporting Standard for Smaller Entities (effective April 2008) (United Kingdom Generally Accepted Accounting Practice applicable to Smaller Entities).

This report is made solely to the company's shareholders, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's shareholders those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's shareholders as a body, for our audit work, for this report, or for the opinions we have formed.

RESPECTIVE RESPONSIBILITIES OF DIRECTORS AND AUDITOR

As explained more fully in the Directors' Responsibilities Statement set out on page 2, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view. Our responsibility is to audit and express an opinion on the financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices Board's (APB's) Ethical Standards for Auditors.

SCOPE OF THE AUDIT OF THE FINANCIAL STATEMENTS

An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or error. This includes an assessment of: whether the accounting policies are appropriate to the company's circumstances and have been consistently applied and adequately disclosed; the reasonableness of significant accounting estimates made by the directors; and the overall presentation of the financial statements. In addition, we read all the financial and non-financial information in the annual report to identify material inconsistencies with the audited financial statements. If we become aware of any apparent material misstatements or inconsistencies we consider the implications for our report.

OPINION ON FINANCIAL STATEMENTS

In our opinion the financial statements:

OPINION ON OTHER MATTERS PRESCRIBED BY THE COMPANIES ACT 2006

In our opinion the information given in the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements.

MATTERS ON WHICH WE ARE REQUIRED TO REPORT BY EXCEPTION

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

SHAKE THARBY (Senior Statutory Auditor)
For and on behalf of
STREETS AUDIT LLP
Chartered Accountants & Statutory Auditor

Charter House
62-64 Hills Road
Cambridge CB2 1LA

SPC VERLAG LIMITED
PROFIT AND LOSS ACCOUNT
YEAR ENDED 31 DECEMBER 2012

BALANCE SHEET
31 DECEMBER 2012

These financial statements have been prepared in accordance with the special provisions for small companies under Part 15 of the Companies Act 2006 and with the Financial Reporting Standard for Smaller Entities (effective April 2008).

These financial statements were approved by the directors and authorised for issue on.................................................................................... , and are signed on their behalf by:

The notes on pages 8 to 10 form part of these financial statements.

NOTES TO THE FINANCIAL STATEMENTS
YEAR ENDED 31 DECEMBER 2012

1. ACCOUNTING POLICIES

Basis of accounting

The financial statements have been prepared under the historical cost convention, and in accordance with the Financial Reporting Standard for Smaller Entities (effective April 2008).

Turnover

The turnover shown in the profit and loss account represents sales and work done during the year, exclusive of Value Added Tax. Turnover in respect of long-term contracts and contracts for on-going services is recognised by reference to the stage of completion.

Deferred taxation

Deferred tax is recognised in respect of all timing differences that have originated but not yet reversed at the balance sheet date where transactions or events have occurred at that date that will result in an obligation to pay more, or a right to pay less or receive more, tax.

Deferred tax is measured on an undiscounted basis at the tax rates that are expected to apply in the periods in which timing differences reverse, based on tax rates and laws enacted or substantively enacted at the balance sheet date.

Foreign currencies

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of the transaction. Exchange differences are taken into account in arriving at the operating profit.

2. TURNOVER

The turnover was derived from the company's principal activity which was carried out wholly in Europe.

3. OPERATING (LOSS)/PROFIT

Operating (loss)/profit is stated after charging:

4. TAXATION ON ORDINARY ACTIVITIES

Analysis of charge in the year

5. DEBTORS

6. CREDITORS: Amounts falling due within one year

7. CREDITORS: Amounts falling due after more than one year

8. DEFERRED TAXATION

No provision has been made in the financial statements and the amounts unprovided at the end of the year are as follows:

9. RELATED PARTY TRANSACTIONS

In the directors' opinion, the company is controlled by Mimeo.com Inc, the ultimate parent company.

The company is a 100% subsidiary and has taken advantage of the exemption conferred, under the Financial Reporting for Smaller Entities (effective April 2008), on subsidiary undertakings where consolidated financial statements are publicly available and has not therefore disclosed related party transactions with group companies.

10. SHARE CAPITAL

Allotted, called up and fully paid:

11. ULTIMATE PARENT COMPANY

The immediate parent company is The School Planner Company Limited which holds 100% of the company's share capital. The ultimate parent company is Mimeo.com Inc, a company incorporated in the United States of America.

MANAGEMENT INFORMATION
YEAR ENDED 31 DECEMBER 2012

The following page does not form part of the statutory financial statements which are the subject of the independent auditor's report on pages 4 to 5.

DETAILED PROFIT AND LOSS ACCOUNT
YEAR ENDED 31 DECEMBER 2012