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Meigakukan Co., Ltd. ANNUAL REPORT FOR THE YEAR ENDED March 31, 2011 2011 TABLE OF CONTENTS CORPORATE HISTORY ........................................................................................................... 3 PROFILE .................................................................................................................................. 4 FINANCIAL HIGHLIGHTS ......................................................................................................... 7 MAJOR SHAREHOLDERS ........................................................................................................ 8 BOARD OF DIRECTORS .......................................................................................................... 9 FIVEFIVE-YEAR SUMMARY .......................................................................................................... 10 BALANCE SHEETS ................................................................................................................ 11 STATEMENTS OF OPERATIONS ........................................................................................... 13 STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY ................................................. 14 STATEMENTS OF CASH FLOWS ........................................................................................... 15 NOTES TO FINANCIAL STATEMENTS ................................................................................... 17 INDEPENDENT AUDITORS’ AUDITORS’ REPORT CORPORATE HISTORY 1988 1990 1998 1999 2001 2002 2003 2004 ・ ・ ・ ・ ・ ・ ・ ・ ・ ・ ・ ・ ・ 2005 ・ ・ 2006 ・ ・ ・ 2007 ・ ・ 2008 2009 ・ ・ ・ ・ ・ 2010 ・ 2011 ・ ・ Set up a private institute in Tenpaku-ku, Nagoya-city, Japan Founded as Fuji Sogo Gakuen Ltd. Incorporated as Meigakukan Co., Ltd. Started franchise business of private institutes all over the country The first franchisee opened in Gifu Prefecture, Japan Set up Tokyo Head Office in Shibuya-ku, Tokyo, Japan Set up Osaka Head Office in Toyonaka-city, Osaka, Japan Published the first book on education by Takeshi Sato, representative director Relocated Tokyo Head Office to Roppongi Hills in Minato-ku, Tokyo, Japan Opened a teaching center “Max Value Shinoharabashi East” managed by the Company in AEON Mall located in Nakagawa-ku, Nagoya-city, Japan Obtained ISO9001 certification (Irinaka, Atsuta and Toyonaka teaching centers) The number of teaching centers exceeded 100 including franchisees all over the country Introduced a security system “110 (emergency) House for children” simultaneously all over the country as part of CSR Published the second book on education by Takeshi Sato, representative director The number of teaching centers exceeded 130 including franchisees all over the country Listed stocks on Green Sheet of Japan Securities Dealers Association Increased its capital to 52,000 thousands of JPY by public offering The number of teaching centers reached 148 including franchisees all over the country Set up Control Head Office in Minato-ku, Tokyo, Japan The number of teaching centers reached 154 including franchisees all over the country Purchased Meigakukan Excel Co., Ltd., as subsidiary Reduced its teaching centers to 146 Obtained a sub-franchise right “New private institute Gaudia” Joined a franchise of medical preparatory school “Medical Labo” The number of teaching centers reached 160 including franchisees all over the country The number of locations reached 191 including 19 teaching centers managed by the Company, 125 franchisees, 35 Gaudia Meigakukan, 8 Meigakukan Excel, a Medical Labo, and 3 head offices all over the country The number of locations was reduced to 155 including 14 teaching centers managed by the Company, 105 franchisees, 27 Gaudia Meigakukan, 5 Meigakukan Excel, a Medical Labo, and 3 head offices all over the country Opened training schools “Career Academy” to instruct care for old people and cosmetology in Machida-city and Hachioji-city, Tokyo, and in Omiya-city, Saitama, to develop its business in new fields 3 PROFILE Established in 1990, Meigakukan Co., Ltd. (the “Company”) provides educational and tutorial services to young individuals from kindergarten pupils through high school graduates in its own teaching centers and its franchisees under the idea of what Meigakukan’s educational services ought to be based on a method to teach carefully and appropriately any grade or any level of young individuals. Direct management division provides its curriculum guideline services to its own teaching centers, and franchise division provides how to manage a franchisee to its franchisees. The Company provides “Group individual classes (maximum 5 individuals)” and “One-to-one style classes” to realize careful services by making out each young individual’s questions and also sends “a monthly report written by teacher in charge” to parents by mail to inform them of their children’s monthly results. Moreover, in April, 2011, the Company started to operate training schools “Career Academy” to instruct care for old people and cosmetology to develop its business in new fields as well as a medical preparatory school “Medical Labo”, in Saitama-city, Saitama, Japan. The details of the Company’s business are as follows: 1) “Meigakukan” business ⅰ) High-grade teachers The Company establishes the strict requirements to hire teachers having the best qualities of personal magnetism and office work competence concerning instruction and provides them a regular support and communication system. As a result, the Company realizes the higher stability of teachers and gains clients’ confidence, ⅱ) One-to-one class The Company introduces an original instruction style teaching by one-to –one to realize careful services by making out each young individual’s questions. And the Company puts both “Group individual classes (maximum 5 individuals)” and “One-to-one classes (private tutor style)” in a same class to meet clients’ needs changing with the times. ⅲ)Monthly report and Meigakukan news The Company sends “a monthly report written by teacher in charge” to parents by mail to inform them of their children’s monthly results. The monthly report is helpful to get rid of parents’ anxiety and useful to decide how to study hereafter. The Company also sends “Meigakukan 4 news” by mail to inform parents of its various activities. ⅳ) Location The Company develops and changes the image of private institutes to meet clients’ life style and opens its teaching centers including franchisees in shopping centers or redeveloped buildings by stations based on its marketing strategy as well as in lease property of residence area. ⅴ) IT support system The Company introduces an original IT network system indispensable to rationalize intricate operations of private institute: lighten complicated daily work, reduce wasteful time and costs, and concentrate on teaching work. The system links head offices and teaching centers all over the country and supports tightly its own teaching centers and franchisees. ⅵ) Clients’ feeling of satisfaction The Company obtained ISO9001 certification (Irinaka, Atsuta and Toyonaka teaching centers) in February 2004 and introduced a security system “110 (emergency) House for children” simultaneously all over the country to ensure safety of children with a bright future on and after July 2004. ⅶ) Branding strategy The Company has created a corporate value by original branding strategy to protect its benefit received from its brand and obtained already a lot of trademark rights such as “Meigakukan (name of franchise)” etc. 2) “Medical Labo” business The Japanese Government adopted a policy to increase the number of medical professionals. As medical preparatory schools play an important role in study for the exams, its market is expected to expand in future. Under these circumstances, the Company joined a franchise of medical preparatory school “Medical Labo” in January, 2009 and started operating a new teaching center in Saitama-city, Saitama, Japan in the last term. In Medical Labo, a teacher guides individually a student in his/her studies with the method of Mr. Wada, a charisma in the world of Japanese medical preparatory schools and the guidance style provides educational services with the highest quality. 3) “New business” (Educational business for next generation) On February 14, 2011, the extraordinary stockholders’ meeting approved changes in the articles 5 of incorporation and additions of new business purposes in the articles. Based on its new articles, the Company started to operate training schools to instruct care for old people and cosmetology to develop its business. The Company continuously strives for making a profit by planning, developing and examining its new business with a potential demand. 4) CSR The Company plays a major role in “Terakoyado: temple school (NPO)” as part of CSR. The NPO takes on the job of teaching children who are not satisfactorily educated at a school for some reason or other. The Company contributes its greatest efforts to support such children with a bright future. 6 FINANCIAL HIGHLIGHTS Meigakukan Co., Ltd. For the years ended March 31, 2011 and 2010 Thousands of Japanese Yen U.S. dollars (Note) 2011 2011 2010 \484, 484,191 \419,571 $5,823,108 Operating income (loss) 19, 19,277 (45,790) 231,839 Income (loss) before provision for income taxes 19, 19,114 (101,744) 229,880 Net income (loss) 24, 24,868 (103,743) 299,077 Total assets 385, 385,643 403,656 4,637,923 Total equity 240, 240,040 215,210 2,886,841 Net sales 2011 U.S. dollars (Note) Yen Per Share Data: Net income(loss) Basic Diluted Cash dividends applicable to the period \9,947.30 \(41,497.25) $119.63 - - - - - - Note: The figures are presented in accordance with accounting standards generally accepted in Japan. The U.S. dollar amounts represent translations of Japanese yen amounts at the rate of \83.15 to the U.S. $1.00, which was the rate prevailing on March 31, 2011. 7 MAJOR SHAREHOLDERS Set forth below are major shareholders as of March 31, 2011. Outstanding Shares (Common stock) Name Shares owned Takeshi Sato Percentage of shares owned 1,825 shares Akane Sato (Note) 73.00% 194 7.76 30 1.20 Other 451 18.04 Total 2,500 100.00 Chajin Partners Note: Spouse of Takeshi Sato, representative director and president 8 BOARD OF DIRECTORS Set forth below are the current members of the Board of Directors and Corporate Auditor of the Company, their date of birth, the year in which they were first elected, their current position at the Company, prior positions, and other principal business activities outside the Company as of June 30, 2011. Title Name Date of Birth Representative Director President Takeshi Sato April 26, 1963 1990 1998 Fuji Sogo Gakuen Ltd. Director The Company Representative Director (Current) Director Akane Sato October 17, 1963 1990 1998 2005 2006 2010 1987 1993 Fuji Sogo Gakuen Ltd. The Company Corporate Auditor The Company Director (Current) The Company The Company Director (Current) Registered JICPA D.Brain Consulting Co., Ltd. Representative Director Denawa CPA Office Representative (Current) D.Brain Securities Co., Ltd. Director D.Brain Securities Co., Ltd. Representative Director (Current) The Company Corporate Auditor (Current) 194 Total 2,020 (Note) Director Akiko Onoda May 3, 1984 Corporate Auditor Yoshito Denawa January 31, 1961 Business Experience 1997 1999 2010 Note: Spouse of Takeshi Sato, representative director and president 9 Shares Owned 1,825 shares 1 - FIVEFIVE-YEAR SUMMARY Meigakukan Co., Ltd. For the years ended March 31 U.S. dollars (Note) Thousands of Japanese Yen 2011 2011 Net sales 2010 2009 2008 2007 2011 \484, 484,191 \419,571 \339,221 \342,669 \395,257 $5,823,108 24, 24,868 (103,743) 4,068 11,919 12,597 299,077 Total assets \385, 385,643 \403,656 \461,622 \440,648 \439,364 $4,637,923 Total equity 240, 240,040 215,210 318,987 315,584 304,341 2,886,841 2,500 2,500 2,500 2,500 2,500 2,500 - Net income (loss) Outstanding shares (common stock) U.S. dollars (Note) Yen Per Share Data: Net income (loss) Basic Diluted \9,947.30 \(41,497.25) \1,627.45 \4,767.98 \5,038.88 $119,63 - - - - - - - - - - - - Cash dividends applicable to the period Note: The figures are presented in accordance with accounting standards generally accepted in Japan. The U.S. dollar amounts represent translations of Japanese yen amounts at the rate of \83.15 to the U.S. $1.00, which was the rate prevailing on March 31, 2011. 10 BALANCE SHEETS Meigakukan Co., Ltd. For the years ended March 31, 2011 and 2010 Thousands of Japanese Yen ASSETS U.S. dollars (Note) 2011 2011 2010 2011 \209, 09,469 \233,251 $2,519,172 7,601 7,476 91,422 13, 13,343 13,368 160,472 Deferred tax – assets (Note 6) 7,650 670 92,012 Others 4,719 3,675 56,755 242, 42,784 258,441 2,919,833 29, 29,127 30,784 350,298 Intangible assets (Note 5) 1,476 2,835 17,752 Investment securities 1,276 1,341 15,346 Investments in stocks of affiliated company 24,959 24,959 300,168 Lease deposits 43, 43,040 53,034 517,623 9,274 12,497 111,539 21, 21,017 7,231 252,761 1,796 1,966 21,611 10,891 10,564 130,992 142 142,859 145,214 1,718,090 \385, 385,643 \403,656 $4,637,923 Current assets: Cash and cash equivalents Accounts receivable, trade, less allowance for doubtful accounts Prepaid expenses Total current assets Noncurrent assets: Property and equipment, net (Note 4) L/T prepaid expenses Loan to affiliated company (Note 3) Deferred tax – assets (Note 6) Others Total noncurrent assets Total assets Note: The figures are presented in accordance with accounting standards generally accepted in Japan. The U.S. dollar amounts represent translations of Japanese yen amounts at the rate of \83.15 to the U.S. $1.00, which was the rate prevailing on March 31, 2011. 11 Thousands of Japanese Yen LIABILITIES LIABILITIES AND EQUITY 2011 2011 2010 U.S. dollars (Note) 2011 Current liabilities: Accounts payable, trade \2,939 \5,806 $35,350 Accounts payable, other 17, 17,888 17,582 215,130 2,188 1,421 26,320 Advance receipts 27, 27,333 66,763 328,724 Deposit received 17, 17,040 21,077 204,933 Others 16, 16,635 10,210 200,062 84, 84,024 122,862 1,010,519 Deposits on contract 61,577 65,582 740,563 Total noncurrent liabilities 61, 61,577 65,582 740,563 145, 145,602 188,444 1,751,082 Common stock of no par value 52, 52,000 52,000 625,376 Additional paid-in capital 42, 42,000 42,000 505,111 Fair value reserve (151) 151) (113) (1,817) Retained earnings 146, 146,191 121,323 1,758,171 240, 240,040 215,210 2,886,841 \385, 385,643 \403,656 $4,637,923 Income taxes payable Total current liabilities Noncurrent liabilities: Total liabilities Shareholder’s Equity: Total shareholder’s equity Total liabilities and shareholder’s equity 12 STATEMENTS STATEMENTS OF OPERATIONS Meigakukan Co., Ltd. For the years ended March 31, 2011 and 2010 Thousands of Japanese Yen U.S. dollars (Note) 201 2011 2010 \484, 84,191 \419,571 $5,823,108 Cost of sales 203, 03,913 217,880 2,452,358 Gross profit 280, 80,277 201,690 3,370,750 Selling, general and administrative expenses (Note 8) 261, 61,000 247,480 3,138,911 19, 19,277 (45,790) 231,839 Net sales Operating income (loss) 2011 Other income (expenses): Interest income Gain on amortization of deposits received Loss on asset retirement obligations 456 363 5,486 50 1,076 613 (1,910) - Impairment loss - (3,671) - Loss on revaluation of affiliated company - (52,548) - Other income (expenses), net 1,240 Total other income (expenses) (162) 162) Income (loss) before provision for income taxes Provision for income taxes (Note 6) Net income (loss) (1,174) (55,954) (22,971) 14,913 (1,959) 19,114 (101,744) 229,880 5,753 (1,998) 69,197 \24, 24,868 \(103,743) $299,077 Note: The figures are presented in accordance with accounting standards generally accepted in Japan. The U.S. dollar amounts represent translations of Japanese yen amounts at the rate of \83.15 to the U.S. $1.00, which was the rate prevailing on March 31, 2011. 13 STATEMENTS OF CHANGES CHANGES IN SHAREHOLDERS’ SHAREHOLDERS’ EQUITY Meigakukan Co., Ltd. For the years ended March 31, 2011 and 2010 Thousands of Japanese yen Common stock Additional paid-in capital Fair value reserve Total shareholder’s equity Retained earnings Balance at March 31,2008 Net income Changes in fare value reserve \52,000 - 42,000 - \(80) - \225,067 (103,743) \318,987 (103,743) - - (33) - (33) Balance at March 31,2009 Net income (loss) Changes in fare value reserve \52,000 - 42,000 - \(113) - \121,323 24, 24,868 \215,210 24, 24,868 - - (37) - (37) Balance at March 31,2010 \52, 52,000 42,000 \(151) 51) \146, 46,191 \240, 40,040 U.S. dollars (Note) Common stock Additional paid-in capital Fair value reserve Total shareholder’s equity Retained earnings Balance at March 31,2009 Net income (loss) Changes in fare value reserve $625,376 - $505,111 - $(1,361) - $1,459,094 299,077 $2,588,220 299,077 - - (456) - (456) Balance at March 31,2010 $625,376 $505,111 $(1,817) $1,758,171 $2,886,841 Note: The figures are presented in accordance with accounting standards generally accepted in Japan. The U.S. dollar amounts represent translations of Japanese yen amounts at the rate of \83.15 to the U.S. $1.00, which was the rate prevailing on March 31, 2011. 14 STATEMENTS OF CASH FLOWS Meigakukan Co., Ltd. For the years ended March 31, 2011 and 2010 Thousands of Japanese Yen 2011 2011 Operating activities: Net income (loss) Adjustments reconcile net income to net cash Provided by (used in) operating activities: Depreciation and amortization Provision of deferred tax assets Gain on amortization of deposits received Loss on revaluation of affiliated company Impairment loss Changes in operating assets and liabilities: Accounts receivable, trade Accounts payable, trade Accounts payable, other Advance receipts Other, net Total adjustments Net cash provided by (used in) operating activities Investing activities: Purchase of property and equipment Proceeds from repayment of lease deposits Expenditure for lease deposits Increase in L/T prepaid expenses (Increase) decrease in loan to affiliated company Other, net Net cash provided by (used in) investing activities Net increase (decrease) in cash and cash equivalents Cash and cash equivalents, beginning of year Cash and cash equivalents, end of year 2010 U.S. dollars (Note) 2011 \24, 24,868 \(103,743) $299,077 9,895 (6,783) (50) - 11,883 (810) (1,076) 52,548 3,671 119,002 (81,585) (613) - (125) (2,866) 866) (831) (39,429) 6,208 (33,985) (9,116) 2,151 (9,582) 11,190 42,861 4,998 117,835 14,092 (1,506) (34,476) (10,004) (474,202) 74,664 (408,721) (109,644) (1,250) 250) 6,929 (2,285) 285) (1,109) 1,109) (13, (13,500) (3,450) 3,450) (14,665) (23, (23,782) 233, 33,251 \209, 09,469 (15,015) 9,897 (1,100) (718) 9,700 (889) 1,873 15,966 217,284 \233,251 (15,033) 83,332 (27,480) (13,340) (162,357) (41,491) (176,370) (286,014) 2,805,186 $2,519,172 Note: The figures are presented in accordance with accounting standards generally accepted in Japan. The U.S. dollar amounts represent translations of Japanese yen amounts at the rate of \83.15 to the U.S. $1.00, which was the rate prevailing on March 31, 2011. 15 Supplemental disclosure of cash flow information: Thousands of Japanese Yen 2011 2011 Interest expenses paid Income taxes paid U.S. dollars (Note) 2010 2011 \- \- $- \2,784 \2,291 $33,491 Note: The figures are presented in accordance with accounting standards generally accepted in Japan. The U.S. dollar amounts represent translations of Japanese yen amounts at the rate of \83.15 to the U.S. $1.00, which was the rate prevailing on March 31, 2011 16 NOTES TO FINANCIAL STATEMENTS Meigakukan Co., Ltd. For the years ended March 31, 2011 and 2010 1.Organization 1.Organization and Summary of Significant Accounting Policies Organization and Business Meigakukan Co., Ltd. (the “Company”) was incorporated in October, 1990, a company domiciled in Japan. The activity of the Company is educational and tutorial services to young individuals from kindergarten pupils through high school graduates in its own teaching centers and its franchisees. The financial statements were authorized for issue by the board of managing directors on May 30, 2011. Statement of Compliance The financial statements have been translated from the original financial statements prepared in accordance with generally accepted accounting principles in Japan. been reclassified for overseas investors’ convenience. Certain amounts have The original financial statements have been audited and the audit report on the original financial statements has been attached at the end of the annual report. Basis of Preparation As permitted by the Financial Instruments and Exchange Law, amounts of less than one thousand of Japanese yen have been omitted. Consequently, the totals shown in the accompanying financial statements do not necessarily agree with the sum of the individual amounts. The translations of the Japanese yen amounts into U.S. dollars are included solely for the convenience of the reader, using the prevailing exchange rate at march 31, 2011, which was \83.15 to U.S.$1.00. The convenience translations should not be construed as representations that the Japanese yen amounts have been, could have been, or could in the future be converted into U.S. dollars at this or any other rate of exchange. Cash Equivalents Cash and cash equivalents consist of cash and short-term interest bearing investments with 17 original maturities of three months or less. Trade and Other Receivables Trade and other receivable are stated at cost. Recognizable individual risks are taken into account by making appropriate value adjustments. Inventories Inventories are stated at the lower of cost and net realizable value. Property and Equipment Property and equipment are stated at cost, less accumulated deprecation and any accumulated impairment losses. Depreciation is charged to the income statements on a straight-line basis or on a declining-balance basis over the estimated useful lives. Intangible Assets Intangible assets are measured at cost, less accumulated amortization and any accumulated impairment losses. Investment Investments vestments in Stocks of Affiliated Company Investments in stocks of affiliated company are stated at cost, less any accumulated impairment losses. Capital Structure Capital consists of common stocks issued and outstanding: 2011 and 2010 – 2,500 and 2,500 stocks, respectively. Income Taxes Deferred income tax assets and liabilities are computed for temporary differences between the financial statement and tax bases of assets and liabilities that will result in taxable or deductible 18 amounts in the future. Such deferred income tax asset and liability computations are based on enacted tax laws and rates applicable to periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred income tax assets to the amounts expected to be realized. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles in Japan requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. Reporting Revenues Revenues are recognized at a point the Company sells products or provides services. Reclassifications Certain amounts in the prior year’s financial statements have been reclassified to conform with the current year presentation. 2. Change in Accounting Principles Effective April 1, 2010, the Company adopted the Accounting Standard for Asset Retirement Obligations and its Implementation Guidance. The accounting treatment requires companies to recognize an asset retirement obligation as a liability and to include the asset retirement cost corresponding to it in the cost of a tangible fixed asset. The asset retirement expense, which is accounted for as an asset, for the asset retirement obligation will be allocated over the remaining economic useful life of the relevant tangible fixed asset through depreciation. The adoption of the accounting treatment reduced the Company’s operating income by \1,080 thousand (USD 12,988), income before income taxes and noncurrent assets by \2,990 thousand (USD 35,959) respectively for the year ended March 31, 2011 compared to the corresponding amounts which would have been recorded under the previous principle. 19 3. Related Party Transactions Thousands of U.S. dollars (Note) Japanese Yen 2011 2011 2010 2011 \19,250 \21,950 $231,509 5,750 31,650 69,152 21,300 7,800 256,164 (282) (568) (3,403) 21,017 7,231 252,761 Transactions with the Affiliates: Expenditures for loan to affiliated company Proceeds from repayment of loan to affiliated company Loan to affiliated company stated at cost Less allowance for doubtful accounts Loan to affiliated company, net Note: The figures are presented in accordance with accounting standards generally accepted in Japan. The U.S. dollar amounts represent translations of Japanese yen amounts at the rate of \83.15 to the U.S. $1.00, which was the rate prevailing on March 31, 2011. 4. Property Property and equipment Thousands of Japanese Yen 2011 2011 2010 U.S. dollars (Note) 2011 Property and equipment stated at cost: Buildings \36, 36,928 \36,578 $444,122 Structures 1,388 1,388 16,701 Automobiles 9,437 9,437 113,502 11,064 10,644 133,066 Furniture and fixture Construction in progress 1,617 - 19,447 60,436 58,049 726,838 Less accumulated depreciation (31,309) (27,265) (376,540) Property and equipment, net \29, 29,127 \30,784 $350,298 Note: The figures are presented in accordance with accounting standards generally accepted in Japan. The U.S. dollar amounts represent translations of Japanese yen amounts at the rate of \83.15 to the U.S. $1.00, which was the rate prevailing on March 31, 2011. 20 5. Intangible Intangible assets Thousands of Japanese Yen 2011 2011 2010 U.S. dollars (Note) 2011 Intangible assets: Goodwill \224 \408 $2,694 Software 160 1,335 1,925 1,092 1,092 13,133 \1,476 \2,835 $17,752 Telephone rights Total intangible assets Note: The figures are presented in accordance with accounting standards generally accepted in Japan. The U.S. dollar amounts represent translations of Japanese yen amounts at the rate of \83.15 to the U.S. $1.00, which was the rate prevailing on March 31, 2011. 21 6. Income Taxes Thousands of Japanese Yen 2011 2011 Income taxes – current 2010 \(2, (2,199) U.S. dollars (Note) 2011 \(2,809) $(26,454) Tax refunded 1,169 - 14,066 Income taxes – deferred 6,783 810 81,585 \5,753 \(1,998) $69,197 Provision for income taxes Thousands of Japanese Yen 2011 2011 2010 U.S. dollars (Note) 2011 Current: Accrued bonuses Allowance for doubtful accounts Tax loss carryforward \482 \498 $5,797 28 219 337 7,079 Other, net - 85,135 61 (47) 743 7,650 670 92,012 Loss from revaluation of investment securities \1,061 \1,061 $12,760 Loss on revaluation of affiliated company 22,012 22,012 264,726 Lease deposits 1,253 - 15,069 Impairment loss - 1,224 - Other, net 545 742 (23,074 23,074) (23,073) (277,486) 1,796 796 1,966 21,611 \9,447 447 \2,636 $113,623 Total Noncurrent: Less allowance Total Total deferred tax - assets 6,542 Note: The figures are presented in accordance with accounting standards generally accepted in Japan. The U.S. dollar amounts represent translations of Japanese yen amounts at the rate of \83.15 to the U.S. $1.00, which was the rate prevailing on March 31, 2011. Deferred income tax assets are mainly comprised of the tax effects of current disallowance of certain loss and differences for financial reporting and tax purposes. 22 7. Earning per Share Thousands of Japanese Yen 2011 2011 Net income (loss) applicable to ordinary shareholders 2010 \24, 24,868 Diluted net income 2011 \(103,743) - U.S. dollars (Note) $299,077 - - Number of shares 2011 2011 2010 Weighted-average number of ordinary shares outstanding 2,500 2,500 Weighted-average number of diluted ordinary shares outstanding - - U.S. dollars (Note) Japanese Yen 2011 2011 Basic earning per share Diluted earning per share 2010 2011 \9,947.30 \(41,497.25) $119.63 - - - Note: The figures are presented in accordance with accounting standards generally accepted in Japan. The U.S. dollar amounts represent translations of Japanese yen amounts at the rate of \83.15 to the U.S. $1.00, which was the rate prevailing on March 31, 2011. 23 8. Schedule Schedule of Operating Expenses Thousands of Japanese Yen 2011 2011 Salaries and wages 2010 U.S. dollars (Note) 2011 \78, 78,595 \67,629 $945,228 Advertising 33, 33,981 43,089 408,680 Rent 15,329 15,158 184,361 Administrative expenses 46, 46,505 41,646 559,292 Commission expenses 21, 21,955 19,425 264,052 Others 64,632 60,530 777,298 \261, 261,000 \247,480 $3,138,911 Total Note: The figures are presented in accordance with accounting standards generally accepted in Japan. The U.S. dollar amounts represent translations of Japanese yen amounts at the rate of \83.15 to the U.S. $1.00, which was the rate prevailing on March 31, 2011. 24 INDEPENDENT AUDITORS’ AUDITORS’ REPORT The Board of Directors and Stockholder of Meigakukan Co., Ltd. We have audited the accompanying balance sheets of Meigakukan Co., Ltd. (the “Company”) as of March 31, 2011 and 2010, and the related statements of operations, changes in stockholders’ equity for the years then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in Japan. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes consideration for internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. ln our opinion, the financial statements referred to above present fairly, in all material respects, the finical position of the Company as of March 31, 2011 and 2010,and the results of its operations for the years then ended in conformity with accounting principles generally accepted in Japan. We do not have any interest in the Company provided by CPA regulations in Japan. (Signature of auditor) June 29, 2011 Note: The independent auditors’ report has been translated from the original independent auditors’ report attached on the original financial statements prepared in accordance with generally accepted accounting principles in Japan. 25