##### Table of Contents

---

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



---

FORM 10-Q



---



|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------

For the quarterly period ended June 30, 2006

OR



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------

For the transition period from  to

Commission File Number 333-133825

SGS INTERNATIONAL, INC.

(Exact name
of registrant as specified in its charter)



---



|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|DELAWARE                                                       |  | 20-3939981                          
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)
|                                                               | 
|626 West Main Street, Suite 500 Louisville, Kentucky           |  | 40202                               
|(Address of principal executive offices)                       |  | (Zip Code)                          

(502) 637-5443

(Registrants telephone number, including area code)

Former fiscal year ended
December 30, 2005. Current fiscal year will end December 31, 2006.

(Former name, former address and former fiscal year, if
changed since last report)



---

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes ̈No  x

Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act.



|                         |  |                    |  |                         
|------------------------ |  | ------------------ |  | ------------------------
|Large accelerated filer ̈ |  | Accelerated filer ̈ |  | Non-accelerated filer  x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act).    Yes ̈No  x

As of July 31, 2006 there were 100 shares of the registrants common stock, $0.01 par value, outstanding.



---



---

##### Table of Contents

TABLE OF CONTENTS



|           |  |                                                                                                            |  |   
|---------- |  | ---------------------------------------------------------------------------------------------------------- |  | --
|PART I     |  | 3                                                                                                         
|           |  |                                                                                                           
|Item 1.    |  | Financial Statements                                                                                       |  | 3 
|           |  |                                                                                                           
|           |  | Unaudited Consolidated / Combined Income Statements for the Three Months Ended June 30, 2006 and 2005      |  | 3 
|           |  |                                                                                                           
|           |  | Unaudited Consolidated / Combined Income Statements for the Six Months Ended June 30, 2006 and 2005        |  | 4 
|           |  |                                                                                                           
|           |  | Consolidated Balance Sheets as of June 30, 2006 (Unaudited) and December 31, 2005                          |  | 5 
|           |  |                                                                                                           
|           |  | Unaudited Consolidated Statement of Stockholders Equity for the Six Months Ended June 30, 2006            |  | 6 
|           |  |                                                                                                           
|           |  | Unaudited Consolidated / Combined Statements of Cash Flows for the Six Months Ended June 30, 2006 and 2005 |  | 7 
|           |  |                                                                                                           
|           |  | Notes to Unaudited Consolidated / Combined Financial Statements                                            |  | 8 
|           |  |                                                                                                           
|Item 2.    |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                      |  | 20
|           |  |                                                                                                           
|Item 3.    |  | Quantitative and Qualitative Disclosures About Market Risk                                                 |  | 24
|           |  |                                                                                                           
|Item 4.    |  | Controls and Procedures                                                                                    |  | 25
|           | 
|PART II    |  | 25                                                                                                        
|           |  |                                                                                                           
|Item 1.    |  | Legal Proceedings                                                                                          |  | 25
|           |  |                                                                                                           
|Item 1A.   |  | Risk Factors                                                                                               |  | 25
|           |  |                                                                                                           
|Item 4.    |  | Submission of Matters to a Vote of Security Holders                                                        |  | 25
|           |  |                                                                                                           
|Item 5.    |  | Other Information                                                                                          |  | 26
|           |  |                                                                                                           
|Item 6.    |  | Exhibits.                                                                                                  |  | 26
|           | 
|SIGNATURES |  | 29                                                                                                        
|           | 
|EXHIBITS   |  |                                                                                                           



2



---

##### Table of Contents

PART I

FINANCIAL INFORMATION

Item 1. Financial Statements

SGS International, Inc. and Subsidiaries

Consolidated / Combined Income Statements

(unaudited)

(in thousands of dollars)



|                                                                |  |                                 |        |  |  |                                 |   |       
|--------------------------------------------------------------- |  | ------------------------------- | ------ |  |  | ------------------------------- | - | ------
|                                                                |  | Successor                       |        |  |  | Predecessor                    
|                                                                |  | Three Months EndedJune 30, 2006 |        |  |  | Three Months EndedJune 30, 2005
|REVENUES:                                                       |  |                                 |        |  |  |                                 |   |       
|Sales                                                           |  | $                               | 74,353 |  |  |                                 | $ | 65,464
|Sales to related parties                                        |  |                                 |       |  |  |                                 |   | 428   
|                                                                |  |                                 |        |  |  |                                 |   |       
|Total revenues                                                  |  |                                 | 74,353 |  |  |                                 |   | 65,892
|                                                                |  |                                 |        |  |  |                                 |   |       
|COSTS AND EXPENSES:                                             |  |                                 |        |  |  |                                 |   |       
|Cost of goods sold (exclusive of depreciation and amortization) |  |                                 | 47,542 |  |  |                                 |   | 41,276
|Selling, general and administrative expenses                    |  |                                 | 11,405 |  |  |                                 |   | 8,656 
|Depreciation                                                    |  |                                 | 2,221  |  |  |                                 |   | 1,861 
|Amortization                                                    |  |                                 | 2,144  |  |  |                                 |   | 2,179 
|Related party interest expense                                  |  |                                 |       |  |  |                                 |   | 1,560 
|Interest expense                                                |  |                                 | 8,692  |  |  |                                 |   | 29    
|Other expense, net                                              |  |                                 | 583    |  |  |                                 |   | 865   
|                                                                |  |                                 |        |  |  |                                 |   |       
|Total costs and expenses                                        |  |                                 | 72,587 |  |  |                                 |   | 56,426
|                                                                |  |                                 |        |  |  |                                 |   |       
|INCOME BEFORE INCOME TAXES                                      |  |                                 | 1,766  |  |  |                                 |   | 9,466 
|PROVISION FOR INCOME TAXES                                      |  |                                 | 978    |  |  |                                 |   | 3,710 
|                                                                |  |                                 |        |  |  |                                 |   |       
|NET INCOME                                                      |  | $                               | 788    |  |  |                                 | $ | 5,756 
|                                                                |  |                                 |        |  |  |                                 |   |       

The accompanying notes are an integral part of the financial statements.



3



---

##### Table of Contents

SGS International, Inc. and Subsidiaries

Consolidated / Combined Income Statements

(unaudited)

(in thousands of dollars)



|                                                                |  |                               |         |  |  |                               |   |        
|--------------------------------------------------------------- |  | ----------------------------- | ------- |  |  | ----------------------------- | - | -------
|                                                                |  | Successor                     |         |  |  | Predecessor                  
|                                                                |  | Six Months EndedJune 30, 2006 |         |  |  | Six Months EndedJune 30, 2005
|REVENUES:                                                       |  |                               |         |  |  |                               |   |        
|Sales                                                           |  | $                             | 147,102 |  |  |                               | $ | 129,584
|Sales to related parties                                        |  |                               |        |  |  |                               |   | 2,039  
|                                                                |  |                               |         |  |  |                               |   |        
|Total revenues                                                  |  |                               | 147,102 |  |  |                               |   | 131,623
|                                                                |  |                               |         |  |  |                               |   |        
|COSTS AND EXPENSES:                                             |  |                               |         |  |  |                               |   |        
|Cost of goods sold (exclusive of depreciation and amortization) |  |                               | 97,401  |  |  |                               |   | 86,590 
|Selling, general and administrative expenses                    |  |                               | 20,532  |  |  |                               |   | 16,571 
|Depreciation                                                    |  |                               | 3,982   |  |  |                               |   | 3,758  
|Amortization                                                    |  |                               | 4,275   |  |  |                               |   | 4,352  
|Related party interest expense                                  |  |                               |        |  |  |                               |   | 2,978  
|Interest expense                                                |  |                               | 17,362  |  |  |                               |   | 57     
|Other expense, net                                              |  |                               | 606     |  |  |                               |   | 880    
|                                                                |  |                               |         |  |  |                               |   |        
|Total costs and expenses                                        |  |                               | 144,158 |  |  |                               |   | 115,186
|                                                                |  |                               |         |  |  |                               |   |        
|INCOME BEFORE INCOME TAXES                                      |  |                               | 2,944   |  |  |                               |   | 16,437 
|PROVISION FOR INCOME TAXES                                      |  |                               | 1,380   |  |  |                               |   | 6,443  
|                                                                |  |                               |         |  |  |                               |   |        
|NET INCOME                                                      |  | $                             | 1,564   |  |  |                               | $ | 9,994  
|                                                                |  |                               |         |  |  |                               |   |        

The accompanying notes are an integral part of the financial statements.



4



---

##### Table of Contents

SGS International, Inc. and Subsidiaries

Consolidated Balance Sheets (June 30, 2006 is unaudited)

(in thousands of dollars, except share data)



|                                                                                                                      |  |               |         |                   |   |         |  
|--------------------------------------------------------------------------------------------------------------------- |  | ------------- | ------- | ----------------- | - | ------- | -
|                                                                                                                      |  | June 30, 2006 |         | December 31, 2005 |  
|ASSETS                                                                                                                |  |               |         |                   |   |         |  
|Current assets:                                                                                                       |  |               |         |                   |   |         |  
|Cash and cash equivalents                                                                                             |  | $             | 15,518  |                   | $ | 3,308   |  
|Receivables from customers, less allowances of $1,527 and $1,362 at June 30, 2006 and December 31, 2005,
respectively |  |               | 56,734  |                   |   | 54,098  |  
|Deferred income taxes                                                                                                 |  |               | 577     |                   |   |        |  
|Prepaid expenses and other current assets                                                                             |  |               | 8,990   |                   |   | 8,425   |  
|                                                                                                                      |  |               |         |                   |   |         |  
|Total current assets                                                                                                  |  |               | 81,819  |                   |   | 65,831  |  
|Properties, plants and equipment, net                                                                                 |  |               | 50,123  |                   |   | 53,496  |  
|Goodwill                                                                                                              |  |               | 162,844 |                   |   | 158,972 |  
|Other intangible assets, net                                                                                          |  |               | 166,731 |                   |   | 168,343 |  
|Deferred financing costs, net                                                                                         |  |               | 10,367  |                   |   | 11,185  |  
|Other assets                                                                                                          |  |               | 1,108   |                   |   | 379     |  
|                                                                                                                      |  |               |         |                   |   |         |  
|TOTAL ASSETS                                                                                                          |  | $             | 472,992 |                   | $ | 458,206 |  
|                                                                                                                      |  |               |         |                   |   |         |  
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                  |  |               |         |                   |   |         |  
|Current liabilities:                                                                                                  |  |               |         |                   |   |         |  
|Accounts payable, trade                                                                                               |  | $             | 22,778  |                   | $ | 12,501  |  
|Accrued compensation                                                                                                  |  |               | 5,088   |                   |   | 3,683   |  
|Accrued taxes, including taxes on income                                                                              |  |               | 1,457   |                   |   | 1,080   |  
|Accrued interest                                                                                                      |  |               | 2,586   |                   |   |        |  
|Other current liabilities                                                                                             |  |               | 4,938   |                   |   | 13,604  |  
|Current portion of long-term obligations                                                                              |  |               | 2,806   |                   |   | 1,886   |  
|                                                                                                                      |  |               |         |                   |   |         |  
|Total current liabilities                                                                                             |  |               | 39,653  |                   |   | 32,754  |  
|                                                                                                                      |  |              
|Long-term obligations, net of current portion                                                                         |  |               | 319,381 |                   |   | 318,537 |  
|Deferred income taxes                                                                                                 |  |               | 1,915   |                   |   |        |  
|                                                                                                                      |  |               |         |                   |   |         |  
|Total liabilities                                                                                                     |  |               | 360,949 |                   |   | 351,291 |  
|                                                                                                                      |  |               |         |                   |   |         |  
|Minority interest                                                                                                     |  |               |        |                   |   |        |  
|Commitments and contingencies                                                                                         |  |               |         |                   |   |         |  
|                                                                                                                      |  |              
|Stockholders equity:                                                                                                 |  |               |         |                   |   |         |  
|Common stock, $.01 par value, 1,000 shares authorized and 100 shares outstanding                                      |  |               |        |                   |   |        |  
|Additional capital                                                                                                    |  |               | 107,000 |                   |   | 107,000 |  
|Accumulated other comprehensive income                                                                                |  |               | 3,564   |                   |   |        |  
|Retained earnings (deficit)                                                                                           |  |               | 1,479   |                   |   | (85     | )
|                                                                                                                      |  |               |         |                   |   |         |  
|Total stockholders equity                                                                                            |  |               | 112,043 |                   |   | 106,915 |  
|                                                                                                                      |  |               |         |                   |   |         |  
|TOTAL LIABILITIES AND STOCKHOLDERS EQUITY                                                                            |  | $             | 472,992 |                   | $ | 458,206 |  
|                                                                                                                      |  |               |         |                   |   |         |  

The accompanying notes are an integral part of the financial statements.



5



---

##### Table of Contents

SGS International, Inc. and Subsidiaries

Consolidated Statement of Stockholders Equity

(unaudited)

(in thousands of dollars)



|                                   |  |                     |       |             |   |                   |  |                                      |         |  |                                     |       |                          |  |   |       |  |   |        
|---------------------------------- |  | ------------------- | ----- | ----------- | - | ----------------- |  | ------------------------------------ | ------- |  | ----------------------------------- | ----- | ------------------------ |  | - | ----- |  | - | -------
|                                   |  | ComprehensiveIncome |       | CommonStock |   | AdditionalCapital |  | RetainedEarnings(AccumulatedDeficit) |         |  | AccumulatedOtherComprehensiveIncome |       | TotalStockholdersEquity
|Balance at December 31, 2005       |  |                     |       |             | $ |                  |  | $                                    | 107,000 |  | $                                   | (85   | )                        |  | $ |      |  | $ | 106,915
|Comprehensive income:              |  |                     |       |             |   |                   |  |                                      |         |  |                                     |       |                          |  |   |       |  |   |        
|Net income                         |  | $                   | 1,564 |             |   |                  |  |                                      |        |  |                                     | 1,564 |                          |  |   |      |  |   | 1,564  
|Unrealized translation adjustments |  |                     | 3,564 |             |   |                  |  |                                      |        |  |                                     |      |                          |  |   | 3,564 |  |   | 3,564  
|                                   |  |                     |       |             |   |                   |  |                                      |         |  |                                     |       |                          |  |   |       |  |   |        
|Comprehensive income               |  | $                   | 5,128 |             |   |                   |  |                                      |         |  |                                     |       |                          |  |   |       |  |   |        
|                                   |  |                     |       |             |   |                   |  |                                      |         |  |                                     |       |                          |  |   |       |  |   |        
|Balance at June 30, 2006           |  |                     |       |             | $ |                  |  | $                                    | 107,000 |  | $                                   | 1,479 |                          |  | $ | 3,564 |  | $ | 112,043
|                                   |  |                     |       |             |   |                   |  |                                      |         |  |                                     |       |                          |  |   |       |  |   |        

The accompanying notes are an integral part of the financial statements.



6



---

##### Table of Contents

SGS International, Inc. and Subsidiaries

Consolidated / Combined Statement of Cash Flows

(unaudited)

(in thousands of dollars)



|                                                 |  |                               |        |   |  |  |                               |   |        |  
|------------------------------------------------ |  | ----------------------------- | ------ | - |  |  | ----------------------------- | - | ------ | -
|                                                 |  | Successor                     |        |   |  |  | Predecessor                   |  
|                                                 |  | Six Months EndedJune 30, 2006 |        |   |  |  | Six Months EndedJune 30, 2005 |  
|CASH FLOWS FROM OPERATING ACTIVITIES:            |  | $                             | 14,551 |   |  |  |                               | $ | 3,579  |  
|                                                 |  |                               |        |   |  |  |                               |   |        |  
|CASH FLOWS FROM INVESTING ACTIVITIES:            |  |                               |        |   |  |  |                               |   |        |  
|Acquisition of property, plant and equipment     |  |                               | (2,668 | ) |  |  |                               |   | (4,998 | )
|Proceeds from sales of assets                    |  |                               | 2,060  |   |  |  |                               |   |       |  
|Business acquisitions, net of cash acquired      |  |                               | (2,026 | ) |  |  |                               |   | (352   | )
|                                                 |  |                               |        |   |  |  |                               |   |        |  
|Net cash used in investing activities            |  |                               | (2,634 | ) |  |  |                               |   | (5,350 | )
|                                                 |  |                               |        |   |  |  |                               |   |        |  
|CASH FLOWS FROM FINANCING ACTIVITIES:            |  |                               |        |   |  |  |                               |   |        |  
|Net changes in short-term borrowings             |  |                               |       |   |  |  |                               |   | 1,454  |  
|Borrowings on revolving lines of credit          |  |                               | 3,800  |   |  |  |                               |   |       |  
|Repayments on revolving lines of credit          |  |                               | (3,000 | ) |  |  |                               |   |       |  
|Payments on long-term debt                       |  |                               | (724   | ) |  |  |                               |   | (178   | )
|                                                 |  |                               |        |   |  |  |                               |   |        |  
|Net cash provided by financing activities        |  |                               | 76     |   |  |  |                               |   | 1,276  |  
|                                                 |  |                               |        |   |  |  |                               |   |        |  
|Effect of exchange rate changes on cash          |  |                               | 217    |   |  |  |                               |   | 12     |  
|                                                 |  |                               |        |   |  |  |                               |   |        |  
|INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS |  |                               | 12,210 |   |  |  |                               |   | (483   | )
|CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD   |  |                               | 3,308  |   |  |  |                               |   | 829    |  
|                                                 |  |                               |        |   |  |  |                               |   |        |  
|CASH AND CASH EQUIVALENTS, END OF PERIOD         |  | $                             | 15,518 |   |  |  |                               | $ | 346    |  
|                                                 |  |                               |        |   |  |  |                               |   |        |  

The accompanying notes are an integral part of the financial statements.



7



---

##### Table of Contents

SGS International, Inc. and Subsidiaries

Notes to Consolidated / Combined Financial Statements (Unaudited)

(all amounts in thousands of dollars, unless otherwise stated)



|A. | Summary of Significant Accounting Policies
|-- | ------------------------------------------

General Nature of Business

SGS International, Inc. (the Successor), headquartered in Louisville, Kentucky,
supplies photographic and digital images and manufactures flexographic printing plates and rotogravure cylinders for the packaging printing industry. The Successor has 35 locations in the United States, Canada, Mexico and the United Kingdom.

Acquisition of Southern Graphic Systems

On December 30, 2005, the Successor, a wholly-owned subsidiary of Southern Graphics Inc., which is a majority owned subsidiary of Citigroup Venture Capital Equity Partners, LP, now known as Court Square Capital
(CSC), purchased Southern Graphic Systems (the Predecessor) from Alcoa Inc. (Alcoa), for approximately $409.4 million (the Acquisition), which was paid via a combination of cash and the proceeds from the issuance of senior
subordinated notes and borrowings under a senior credit facility, and is summarized herein. CSC and certain other investors contributed a cash equity investment of $107.0 million. (In subsequent transactions, Lyon Southern, Inc. (of which the
Successors director, Richard Leong, is Chief Investment Advisor), certain members of management and others made an aggregate equity investment of $17.6 million, the proceeds of which were used to repurchase from CSC the same number of shares
of common stock and perpetual preferred stock of Southern Graphics Inc. originally acquired by CSC.) The Successor also issued $200.0 million aggregate principal amount of its 12% senior subordinated notes due in 2013, resulting in net proceeds of
$194.5 million. In addition, the Successor also obtained a new senior credit facility of $193.7 million, of which $118.7 million was drawn at closing to fund a portion of the Acquisition purchase price. These total proceeds were reduced by certain
debt issuance and other transaction costs.

In conjunction with the Acquisition, the purchase price was allocated to reflect the fair value
of the assets acquired and liabilities assumed as of December 31, 2005 in accordance with Statement of Financial Accounting Standards (SFAS) No. 141, Business Combinations. The following table summarizes the allocation of the purchase
price to the Successors assets acquired and liabilities assumed:



|                        |  |               |       |    
|----------------------- |  | ------------- | ----- | ---
|Purchase Price          |  | (in millions) |      
|Acquisition Price       |  | $             | 409.0 | (1)
|Deferred Financing Fees |  |               | 11.2  |    
|Transaction Costs       |  |               | 7.9   | (2)
|                        |  |               |       |    
|Total Acquisition Price |  | $             | 428.1 |    
|                        |  |               |       |    

---

|(1) | The acquisition price in the table above consists of the initial purchase price of $409.4 million, plus revisions to the estimated working capital adjustment component of the
purchase price of $1.3 million, less debt assumed of $1.7 million.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | The transaction costs in the table above consist of the initial estimate of transaction costs of $7.7 million, plus revisions to the estimated transaction costs of $0.2 million.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



8



---

##### Table of Contents

SGS International, Inc. and Subsidiaries

Notes to Consolidated / Combined Financial Statements (Unaudited - continued)

(all
amounts in thousands of dollars, unless otherwise stated)



|                                 |  |               |       |  
|-------------------------------- |  | ------------- | ----- | -
|Allocation of Acquisition Price  |  | (in millions) |      
|Current Assets                   |  | $             | 65.8  |  
|Properties, Plants and Equipment |  |               | 52.6  |  
|Goodwill                         |  |               | 160.9 |  
|Customer Relationships           |  |               | 142.7 |  
|Deferred Financing Fees          |  |               | 11.2  |  
|Other Intangible Assets          |  |               | 25.6  |  
|Other Assets                     |  |               | 0.3   |  
|Liabilities Assumed              |  |               | (31.0 | )
|                                 |  |               |       |  
|Total Acquisition Price          |  | $             | 428.1 |  
|                                 |  |               |       |  

United Kingdom Acquisition

On June 30, 2006, SGS-UK Holdings, Ltd. (now known as SGS Packaging Europe Holdings Limited) purchased a supplier of photographic and digital images
for the packaging printing industry in the United Kingdom. The purchase price was allocated to reflect the fair values of the assets acquired and liabilities assumed as of June 30, 2006 in accordance with SFAS No. 141. The purchase price
allocation is subject to completion of final fair value allocations. The final allocation of the purchase price is not expected to vary materially.

Basis of Presentation

The accompanying unaudited consolidated / combined financial statements have been prepared by the
Successor in accordance with accounting principles generally accepted in the United States of America for interim financial reporting and with the instructions to Form 10-Q. Accordingly, they do not include all of the information and related
footnotes that would normally be required by accounting principles generally accepted in the United States of America for complete financial reporting. These unaudited consolidated / combined financial statements should be read in conjunction with
the Successors and Predecessors consolidated / combined audited financial statements for the year ended December 31, 2005 in the Successors Registration Statement on Form S-4 filed with the Securities and Exchange Commission
on May 5, 2006 (the Form S-4). The December 31, 2005 condensed balance sheet data was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the
United States of America.

The accompanying unaudited consolidated / combined financial statements include all adjustments (consisting of a
normal and recurring nature) that management considers necessary for a fair statement of financial information for the interim periods. Interim results are not necessarily indicative of the results that may be expected for the remainder of the year
ending December 31, 2006.

Successor Principles of Consolidation

The accompanying consolidated financial statements as of June 30, 2006, December 31, 2005, for the three months ended June 30, 2005,
and for the six months ended June 30, 2006 include the accounts of SGS International, Inc., its wholly owned subsidiaries and companies more than fifty percent owned. These subsidiaries include Southern Graphic Systems, Inc. (SGS),
Project Dove Holdco, Inc., Project Dove Manitoba, L.P., Southern Graphic Systems-Canada, Co., Southern Graphic Systems



9



---

##### Table of Contents

SGS International, Inc. and Subsidiaries

Notes to Consolidated / Combined Financial Statements (Unaudited - continued)

(all
amounts in thousands of dollars, unless otherwise stated)



Mexico, S. De R.L. De C.V (SGS Mexico), SGS-UK Holdings, Ltd. (now known as SGS Packaging Europe Holdings Limited), SGS-UK Limited (now known as
SGS Packaging Europe Limited), MCG Graphics, Ltd. and Mozaic Group, Ltd. Accordingly, the accompanying consolidated financial statements for the three months ended June 30, 2006 and the six months ended June 30, 2006 are labeled Successor
and the combined financial statements for the three months ended June 30, 2005 and the six months ended June 30, 2005 are labeled Predecessor.

Predecessor Principles of Combination

The accompanying combined financial statements for the three
months ended June 30, 2005 and the six months ended June 30, 2005 are stated at historical cost basis and include the combined accounts of SGS, Southern Graphic Systems-Canada, Ltd., SGS Mexico and companies more than fifty percent owned
by them (Mozaic Group, Ltd. and its subsidiaries). The combined financial statements for these periods have been derived from the books and records of Alcoa. The combined statement of income includes all items of revenue and income generated by the
Predecessor, and all items of expense incurred by the Predecessor. These include expenses charged to the Predecessor by Alcoa in the normal course of business. The combined financial statements reflect amounts that have been pushed down from Alcoa
in order to depict the combined results of operations and cash flows of the Predecessor on a stand-alone basis. As a result of recording these amounts, the combined financial statements of the Predecessor may not be indicative of the results that
would be presented if the Predecessor had operated as an independent stand-alone entity. Management believes the method of allocation is reasonable.

Use of Estimates

The consolidated / combined financial statements are prepared in conformity with
accounting principles generally accepted in the United States of America and require management to make certain estimates and assumptions. These may affect the reported amounts of assets and liabilities and the disclosure of contingent assets and
liabilities at the date of the financial statements. They may also affect the reported amounts of revenues and expenses during the reporting period. Areas that require significant judgments, estimates and assumptions include the accounting for
environmental matters, the testing of goodwill and other indefinite-lived intangible assets for impairment and tax matters. Management uses historical experience and all available information to make these judgments and actual results could differ
from those estimates upon subsequent resolution of some matters.

Cash and cash equivalents

Cash and cash equivalents include all short-term, highly liquid investments that are readily convertible to known amounts of cash and have original
maturities of three months or less.



|B. | Predecessor Stock-Based Compensation
|-- | ------------------------------------

Prior to the
Acquisition, certain employees of the Predecessor received stock options under Alcoas stock incentive plans. Stock options under Alcoas stock incentive plans have been granted at not less than market prices on the dates of grant. The
Predecessor accounted for stock-based compensation in accordance with the provisions of Accounting Principles Board Opinion (APB) No. 25, Accounting for Stock Issued to Employees, and related interpretations using the intrinsic value
method which resulted in no compensation costs for options granted. In addition to stock option awards, beginning in 2004, Alcoa granted stock awards and performance share awards that vest over three years from the date of grant. Compensation
expense for stock awards is calculated based on the fair value at the grant date,



10



---

##### Table of Contents

SGS International, Inc. and Subsidiaries

Notes to Consolidated / Combined Financial Statements (Unaudited - continued)

(all
amounts in thousands of dollars, unless otherwise stated)



and compensation expense for performance share awards is based on the fair value on the date the performance criteria are determined. The after-tax expense
(at a rate of 35% for 2005) for these awards was $44 and $87 for the three months ended June 30, 2005 and six months ended June 30, 2005, respectively.

Stock option features based on the date of original grant are as follows:



|                       |  |                         |  |          |  |                                          
|---------------------- |  | ----------------------- |  | -------- |  | -----------------------------------------
|Date of Original Grant |  | Vesting                 |  | Term     |  | Reload Feature                           
|                       |  |                         | 
|2003                   |  | 3 years (1/3 each year) |  | 10 years |  | One reload in 2004 for 1/3vesting in 2004
|                       |  |                         | 
|2004 and Forward       |  | 3 years (1/3 each year) |  | 6 years  |  | None                                     

The Predecessors net income would have been reduced to the pro forma amounts shown below if
compensation cost had been determined based on the fair value at the grant dates in accordance with SFAS Nos. 123 and 148, Accounting for Stock Based Compensation.



|                                                                                      |  |                                 |       |                               |   |      
|------------------------------------------------------------------------------------- |  | ------------------------------- | ----- | ----------------------------- | - | -----
|                                                                                      |  | Predecessor                     |       | Predecessor                  
|                                                                                      |  | Three Months EndedJune 30, 2005 |       | Six Months EndedJune 30, 2005
|Net income, as reported                                                               |  | $                               | 5,756 |                               | $ | 9,994
|Less: additional compensation cost determined under the fair value method, net of tax |  |                                 | 75    |                               |   | 150  
|                                                                                      |  |                                 |       |                               |   |      
|Pro forma net income                                                                  |  | $                               | 5,681 |                               | $ | 9,844
|                                                                                      |  |                                 |       |                               |   |      

On December 31, 2005, Alcoa accelerated the vesting of stock options granted to employees in
2004 and on January 13, 2005. The accelerated options have weighted average exercise prices of $29.54 and $35.66, respectively. The decision to accelerate the vesting of the 2005 and 2004 options was made primarily to avoid recognizing the
related compensation cost in future financial statements upon the adoption of SFAS No. 123 (revised 2004) Share-Based Payment.



11



---

##### Table of Contents

SGS International, Inc. and Subsidiaries

Notes to Consolidated / Combined Financial Statements (Unaudited - continued)

(all
amounts in thousands of dollars, unless otherwise stated)



In anticipation of the adoption of SFAS No. 123 (revised 2004) Alcoa switched from the
Black-Scholes pricing model to a lattice model to estimate fair value at grant date for options granted in 2005. The fair value of each option is estimated on the date of grant or subsequent reload using the lattice or Black-Scholes pricing model
with the following assumptions:



|                                |  |          
|------------------------------- |  | ---------
|                                |  | 2005     
|Average risk free interest rate |  | 2.65-4.2%
|Expected dividend yield         |  | 1.8%     
|Expected volatility             |  | 27%-35%  
|Expected life (years)           |  | 3.8      

The Successor had no stock option plan in existence during the three months ended or six months
ended June 30, 2006.



|C. | Goodwill and Other Intangible Assets
|-- | ------------------------------------

Goodwill and
other intangible assets consist of the following:



|                                                  |  |              |         |   |                  |   |         |  
|------------------------------------------------- |  | ------------ | ------- | - | ---------------- | - | ------- | -
|                                                  |  | June 30,2006 |         |   | December 31,2005 |  
|Goodwill                                          |  | $            | 162,844 |   |                  | $ | 158,972 |  
|                                                  |  |              |         |   |                  |   |         |  
|Other intangible assets:                          |  |              |         |   |                  |   |         |  
|Customer relationships, cost                      |  |              | 145,264 |   |                  |   | 142,727 |  
|Customer relationships, accumulated Amortization  |  |              | (3,583  | ) |                  |   | (17     | )
|                                                  |  |             
|Other intangible assets, cost                     |  |              | 25,867  |   |                  |   | 25,638  |  
|Other intangible assets, accumulated Amortization |  |              | (817    | ) |                  |   | (5      | )
|                                                  |  |              |         |   |                  |   |         |  
|Total other intangible assets, net                |  | $            | 166,731 |   |                  | $ | 168,343 |  
|                                                  |  |              |         |   |                  |   |         |  

The increase in goodwill of $3,872 in the six months ended June 30, 2006 is the result of
adjustments to the preliminary purchase price allocation of $1,980 and foreign currency of $1,892. The increase in customer relationships (cost) of $2,537 in the six months ended June 30, 2006 is the result of an acquisition of $857 and foreign
currency of $1,680. The increase in other intangible assets (cost) of $229 is primarily the result of foreign currency. Amortization of intangible assets is estimated to be approximately $8,523 each year from 2006 through 2010.



12



---

##### Table of Contents

SGS International, Inc. and Subsidiaries

Notes to Consolidated / Combined Financial Statements (Unaudited - continued)

(all
amounts in thousands of dollars, unless otherwise stated)



|D. | Interest Expense
|-- | ----------------

Interest expense consists of the
following:



|                                          |  |                                 |        |  |  |                                 |   |   
|----------------------------------------- |  | ------------------------------- | ------ |  |  | ------------------------------- | - | --
|                                          |  | Successor                       |        |  |  | Predecessor                    
|                                          |  | Three Months EndedJune 30, 2006 |        |  |  | Three Months EndedJune 30, 2005
|Composition of interest expense:          |  |                                 |        |  |  |                                 |   |   
|Interest on senior term loan              |  | $                               | 1,926  |  |  |                                 | $ |  
|Interest on senior subordinated notes     |  |                                 | 6,000  |  |  |                                 |   |  
|Amortization of deferred financing costs  |  |                                 | 409    |  |  |                                 |   |  
|Commitment fees on senior credit facility |  |                                 | 195    |  |  |                                 |   |  
|Other                                     |  |                                 | 162    |  |  |                                 |   | 29
|                                          |  |                                 |        |  |  |                                 |   |   
|Interest expense                          |  | $                               | 8,692  |  |  |                                 | $ | 29
|                                          |  |                                 |        |  |  |                                 |   |   
|                                          |  |                                 |       
|                                          |  | Successor                       |        |  |  | Predecessor                    
|                                          |  | Six Months EndedJune 30, 2006   |        |  |  | Six Months EndedJune 30, 2005  
|Composition of interest expense:          |  |                                 |        |  |  |                                 |   |   
|Interest on senior term loan              |  | $                               | 4,003  |  |  |                                 | $ |  
|Interest on senior subordinated notes     |  |                                 | 12,000 |  |  |                                 |   |  
|Amortization of deferred financing costs  |  |                                 | 818    |  |  |                                 |   |  
|Commitment fees on senior credit facility |  |                                 | 389    |  |  |                                 |   |  
|Other                                     |  |                                 | 152    |  |  |                                 |   | 57
|                                          |  |                                 |        |  |  |                                 |   |   
|Interest expense                          |  | $                               | 17,362 |  |  |                                 | $ | 57
|                                          |  |                                 |        |  |  |                                 |   |   



|E. | Related Party Transactions - Predecessor
|-- | ----------------------------------------

The
Predecessor sold products to various related companies, consisting of other Alcoa subsidiaries, at negotiated prices between the two parties. For the three months ended June 30, 2005 and the six months ended June 30, 2005, the Predecessor
had sales to related parties of $428 and $2,039, respectively.

The Predecessor had borrowings with other Alcoa subsidiaries. For the three
months ended June 30, 2005 and the six months ended June 30, 2005, interest expense on these related party borrowings was $1,560 and $2,978, respectively.



|F. | Income Taxes
|-- | ------------

The effective tax rates for the three
months ended June 30, 2006 and the six months ended June 30, 2006 were 55.4% and 46.9%, respectively. The effective tax rate for the three months ended June 30, 2005 and the six months ended June 30, 2005 was 39.2%. The increase
in the effective tax rate was primarily due to a valuation allowance recorded on the deferred tax asset for foreign tax credits earned



13



---

##### Table of Contents

SGS International, Inc. and Subsidiaries

Notes to Consolidated / Combined Financial Statements (Unaudited - continued)

(all
amounts in thousands of dollars, unless otherwise stated)



by a U.S. subsidiary and an increase in expenses not fully deductible for income tax purposes for the three months ended June 30, 2006 and the six
months ended June 30, 2006, than for the three months ended June 30, 2005 and the six month ended June 30, 2005.

Undistributed earnings of non-U.S. subsidiaries aggregated $1,012 on June 30, 2006, which, under existing law, will not be subject to U.S. tax until distributed as dividends. Through June 30, 2006, one non-U.S. subsidiary has
incurred $1,500 of interest charges payable to one U.S. subsidiary. These interest charges have resulted in a deferred tax liability for the non U.S. subsidiary of $150 and a deferred tax asset for the U.S. subsidiary. The deferred tax asset has
been fully reserved at June 30, 2006 with a valuation allowance. Since the earnings have been, or currently are intended to be, indefinitely reinvested in foreign operations, no provision has been made for any U.S. taxes that may be applicable
thereto. Furthermore, the taxes paid to foreign governments on those earnings may be used in whole or in part as credits against the U.S. tax on any dividends distributed from such earnings. It is not practicable to estimate the amount of
unrecognized deferred U.S. taxes on these undistributed earnings.

In July 2006, the Financial Accounting Standards Board (FASB) issued FASB
Interpretation No. 48 (FIN 48), Accounting for Uncertainty in Income Taxes, an interpretation of FASB Statement No. 109, Accounting for Income Taxes. FIN 48 will become effective for the Successor as of January 1, 2007. FIN 48
clarifies accounting for income taxes to provide improved consistency of criteria used to recognize, derecognize and measure benefits related to income taxes. The Successor is now analyzing the future impacts of FIN 48 and is not certain of the
potential impact at this time.



|G. | Supplemental Guarantor Information
|-- | ----------------------------------

The
Successors debt includes the senior credit facility and the 12% senior subordinated notes. The U.S. borrowings under the senior credit facility have been guaranteed by Southern Graphics Inc. (the parent of SGS International, Inc.), Southern
Graphic Systems, Inc. and Project Dove Holdco, Inc. The Canadian borrowings under the senior credit facility have been guaranteed by SGS-UK Holdings, Ltd. (now known as SGS Packaging Europe Holdings Limited), Southern Graphic Systems Mexico, S. De
R.L. De C.V., Southern Graphic Systems, Inc., Project Dove Holdco, Inc., Project Dove Manitoba, L.P., Southern Graphics Inc., and SGS International, Inc. The senior subordinated notes are general unsecured obligations and are guaranteed on a senior
subordinated basis by certain of the Successors domestic subsidiaries and rank secondary to the Successors senior credit facility. Guarantor subsidiaries for the senior subordinated notes include Southern Graphic Systems, Inc. and
Project Dove Holdco, Inc. Non-Guarantor subsidiaries for the senior subordinated notes include the remaining direct and indirect domestic and foreign subsidiaries. The subsidiary guarantors are 100% owned by the Successor, the guarantees are full
and unconditional, and the guarantees are joint and several.

Following are condensed consolidating / combining financial statements of the
Successor and Predecessor. The guarantor subsidiaries for the senior subordinated notes are presented in a combined format for the Predecessor. There was not a parent company/subsidiary relationship under the combined Predecessor reporting. Under
the Successor, investments in subsidiaries are either consolidated or accounted for under the equity method of accounting. Intercompany balances and transactions have been eliminated.



14



---

##### Table of Contents

SGS International, Inc. and Subsidiaries

Notes to Consolidated / Combined Financial Statements (Unaudited - continued)

(in
thousands of dollars)



Supplemental Condensed Consolidating Balance Sheet

June 30, 2006



|                                              |  |                |         |                                   |   |                                       |  |              |         |  |              |          |   |  |   |        
|--------------------------------------------- |  | -------------- | ------- | --------------------------------- | - | ------------------------------------- |  | ------------ | ------- |  | ------------ | -------- | - |  | - | -------
|                                              |  | Parent /Issuer |         | ConsolidatedGuarantorSubsidiaries |   | ConsolidatedNon-GuarantorSubsidiaries |  | Eliminations |         |  | Consolidated
|Assets                                        |  |                |         |                                   |   |                                       |  |              |         |  |              |          |   |  |   |        
|Current assets                                |  |                |         |                                   |   |                                       |  |              |         |  |              |          |   |  |   |        
|Cash and cash equivalents                     |  | $              | 2,206   |                                   | $ | 8,191                                 |  | $            | 5,121   |  | $            |         |   |  | $ | 15,518 
|Receivables from customers, less allowances   |  |                |        |                                   |   | 39,290                                |  |              | 17,444  |  |              |         |   |  |   | 56,734 
|Related party receivables                     |  |                | 283,770 |                                   |   | 23,902                                |  |              | 36,712  |  |              | (344,384 | ) |  |   |       
|Deferred income taxes                         |  |                |        |                                   |   | 350                                   |  |              | 227     |  |              |         |   |  |   | 577    
|Prepaid expenses and other current assets     |  |                | 2       |                                   |   | 6,594                                 |  |              | 2,394   |  |              |         |   |  |   | 8,990  
|                                              |  |                |         |                                   |   |                                       |  |              |         |  |              |          |   |  |   |        
|Total current assets                          |  |                | 285,978 |                                   |   | 78,327                                |  |              | 61,898  |  |              | (344,384 | ) |  |   | 81,819 
|Investment in subsidiaries                    |  |                | 106,127 |                                   |   | 23,001                                |  |              | 14,800  |  |              | (143,928 | ) |  |   |       
|Properties, plants and equipment, net         |  |                | 471     |                                   |   | 40,465                                |  |              | 9,187   |  |              |         |   |  |   | 50,123 
|Goodwill                                      |  |                | 7,205   |                                   |   | 115,909                               |  |              | 39,730  |  |              |         |   |  |   | 162,844
|Other intangible assets, net                  |  |                |        |                                   |   | 132,741                               |  |              | 33,990  |  |              |         |   |  |   | 166,731
|Deferred financing costs, net                 |  |                | 10,367  |                                   |   |                                      |  |              |        |  |              |         |   |  |   | 10,367 
|Deferred income taxes                         |  |                | 918     |                                   |   |                                      |  |              |        |  |              | (918     | ) |  |   |       
|Other assets                                  |  |                |        |                                   |   | 263                                   |  |              | 845     |  |              |         |   |  |   | 1,108  
|                                              |  |                |         |                                   |   |                                       |  |              |         |  |              |          |   |  |   |        
|Total assets                                  |  | $              | 411,066 |                                   | $ | 390,706                               |  | $            | 160,450 |  | $            | (489,230 | ) |  | $ | 472,992
|                                              |  |                |         |                                   |   |                                       |  |              |         |  |              |          |   |  |   |        
|Liabilities                                   |  |                |         |                                   |   |                                       |  |              |         |  |              |          |   |  |   |        
|Current liabilities                           |  |                |         |                                   |   |                                       |  |              |         |  |              |          |   |  |   |        
|Accounts payable, trade                       |  | $              | 37      |                                   | $ | 16,190                                |  | $            | 6,551   |  | $            |         |   |  | $ | 22,778 
|Related party payables                        |  |                | 55      |                                   |   | 296,653                               |  |              | 47,676  |  |              | (344,384 | ) |  |   |       
|Accrued compensation                          |  |                |        |                                   |   | 2,794                                 |  |              | 2,294   |  |              |         |   |  |   | 5,088  
|Accrued taxes, including taxes on income      |  |                |        |                                   |   | 415                                   |  |              | 1,042   |  |              |         |   |  |   | 1,457  
|Accrued interest                              |  |                |        |                                   |   | 2,377                                 |  |              | 209     |  |              |         |   |  |   | 2,586  
|Other current liabilities                     |  |                |        |                                   |   | 3,346                                 |  |              | 1,592   |  |              |         |   |  |   | 4,938  
|Current portion of long-term obligations      |  |                | 997     |                                   |   |                                      |  |              | 1,809   |  |              |         |   |  |   | 2,806  
|                                              |  |                |         |                                   |   |                                       |  |              |         |  |              |          |   |  |   |        
|Total current liabilities                     |  |                | 1,089   |                                   |   | 321,775                               |  |              | 61,173  |  |              | (344,384 | ) |  |   | 39,653 
|Noncurrent liabilities                        |  |                |         |                                   |   |                                       |  |              |         |  |              |          |   |  |   |        
|Long-term obligations, net of current portion |  |                | 297,934 |                                   |   |                                      |  |              | 21,447  |  |              |         |   |  |   | 319,381
|Noncurrent liabilities                        |  |                |        |                                   |   |                                      |  |              |        |  |              |         |   |  |   |       
|Deferred income taxes                         |  |                |        |                                   |   | 1,931                                 |  |              | 902     |  |              | (918     | ) |  |   | 1,915  
|                                              |  |                |         |                                   |   |                                       |  |              |         |  |              |          |   |  |   |        
|Total noncurrent liabilities                  |  |                | 297,934 |                                   |   | 1,931                                 |  |              | 22,349  |  |              | (918     | ) |  |   | 321,296
|                                              |  |                |         |                                   |   |                                       |  |              |         |  |              |          |   |  |   |        
|Total liabilities                             |  |                | 299,023 |                                   |   | 323,706                               |  |              | 83,522  |  |              | (345,302 | ) |  |   | 360,949
|                                              |  |                |         |                                   |   |                                       |  |              |         |  |              |          |   |  |   |        
|Minority interest                             |  |                |        |                                   |   |                                      |  |              |        |  |              |         |   |  |   |       
|Contingencies and commitments                 |  |                |         |                                   |   |                                       |  |              |         |  |              |          |   |  |   |        
|                                              |  |                |         |                                   |  
|Stockholders equity                          |  |                | 112,043 |                                   |   | 67,000                                |  |              | 76,928  |  |              | (143,928 | ) |  |   | 112,043
|                                              |  |                |         |                                   |   |                                       |  |              |         |  |              |          |   |  |   |        
|Total liabilities and stockholders equity    |  | $              | 411,066 |                                   | $ | 390,706                               |  | $            | 160,450 |  | $            | (489,230 | ) |  | $ | 472,992
|                                              |  |                |         |                                   |   |                                       |  |              |         |  |              |          |   |  |   |        



15



---

##### Table of Contents

SGS International, Inc. and Subsidiaries

Notes to Consolidated / Combined Financial Statements (Unaudited - continued)

(in
thousands of dollars)



Supplemental Condensed Consolidating Balance Sheet

December 31, 2005



|                                              |  |                |         |                                   |   |                                       |  |              |         |  |              |          |   |  |   |        
|--------------------------------------------- |  | -------------- | ------- | --------------------------------- | - | ------------------------------------- |  | ------------ | ------- |  | ------------ | -------- | - |  | - | -------
|                                              |  | Parent /Issuer |         | ConsolidatedGuarantorSubsidiaries |   | ConsolidatedNon-GuarantorSubsidiaries |  | Eliminations |         |  | Consolidated
|Assets                                        |  |                |         |                                   |   |                                       |  |              |         |  |              |          |   |  |   |        
|Current assets                                |  |                |         |                                   |   |                                       |  |              |         |  |              |          |   |  |   |        
|Cash                                          |  | $              | 2,005   |                                   | $ | 851                                   |  | $            | 452     |  | $            |         |   |  | $ | 3,308  
|Receivables from customers, less allowances   |  |                |        |                                   |   | 38,008                                |  |              | 16,090  |  |              |         |   |  |   | 54,098 
|Related party receivables                     |  |                | 290,244 |                                   |   | 3,100                                 |  |              | 30,000  |  |              | (323,344 | ) |  |   |       
|Deferred income taxes                         |  |                |        |                                   |   |                                      |  |              |        |  |              |         |   |  |   |       
|Prepaid expenses and other current assets     |  |                | 37      |                                   |   | 6,084                                 |  |              | 2,341   |  |              | (37      | ) |  |   | 8,425  
|                                              |  |                |         |                                   |   |                                       |  |              |         |  |              |          |   |  |   |        
|Total current assets                          |  |                | 292,286 |                                   |   | 48,043                                |  |              | 48,883  |  |              | (323,381 | ) |  |   | 65,831 
|Investment in subsidiaries                    |  |                | 99,475  |                                   |   | 23,001                                |  |              | 14,800  |  |              | (137,276 | ) |  |   |       
|Properties, plants and equipment, net         |  |                |        |                                   |   | 43,414                                |  |              | 10,082  |  |              |         |   |  |   | 53,496 
|Goodwill                                      |  |                | 5,669   |                                   |   | 114,045                               |  |              | 39,258  |  |              |         |   |  |   | 158,972
|Other intangible assets, net                  |  |                |        |                                   |   | 136,137                               |  |              | 32,206  |  |              |         |   |  |   | 168,343
|Deferred financing costs, net                 |  |                | 11,185  |                                   |   |                                      |  |              |        |  |              |         |   |  |   | 11,185 
|Other assets                                  |  |                |        |                                   |   | 196                                   |  |              | 183     |  |              |         |   |  |   | 379    
|                                              |  |                |         |                                   |   |                                       |  |              |         |  |              |          |   |  |   |        
|Total assets                                  |  | $              | 408,615 |                                   | $ | 364,836                               |  | $            | 145,412 |  | $            | (460,657 | ) |  | $ | 458,206
|                                              |  |                |         |                                   |   |                                       |  |              |         |  |              |          |   |  |   |        
|Liabilities                                   |  |                |         |                                   |   |                                       |  |              |         |  |              |          |   |  |   |        
|Current liabilities                           |  |                |         |                                   |   |                                       |  |              |         |  |              |          |   |  |   |        
|Accounts payable, trade                       |  | $              |        |                                   | $ | 7,773                                 |  | $            | 4,728   |  | $            |         |   |  | $ | 12,501 
|Related party payables                        |  |                |        |                                   |   | 282,744                               |  |              | 40,600  |  |              | (323,344 | ) |  |   |       
|Accrued compensation                          |  |                |        |                                   |   | 2,621                                 |  |              | 1,062   |  |              |         |   |  |   | 3,683  
|Accrued taxes, including taxes on income      |  |                |        |                                   |   | 85                                    |  |              | 1,032   |  |              | (37      | ) |  |   | 1,080  
|Other current liabilities                     |  |                | 3,000   |                                   |   | 9,067                                 |  |              | 1,537   |  |              |         |   |  |   | 13,604 
|Current portion of long-term obligations      |  |                | 987     |                                   |   |                                      |  |              | 899     |  |              |         |   |  |   | 1,886  
|                                              |  |                |         |                                   |   |                                       |  |              |         |  |              |          |   |  |   |        
|Total current liabilities                     |  |                | 3,987   |                                   |   | 302,290                               |  |              | 49,858  |  |              | (323,381 | ) |  |   | 32,754 
|Noncurrent liabilities                        |  |                |         |                                   |   |                                       |  |              |         |  |              |          |   |  |   |        
|Long-term obligations, net of current portion |  |                | 297,713 |                                   |   |                                      |  |              | 20,824  |  |              |         |   |  |   | 318,537
|Non current liabilities                       |  |                |        |                                   |   |                                      |  |              |        |  |              |         |   |  |   |       
|Deferred income taxes                         |  |                |        |                                   |   |                                      |  |              |        |  |              |         |   |  |   |       
|                                              |  |                |         |                                   |   |                                       |  |              |         |  |              |          |   |  |   |        
|Total noncurrent liabilities                  |  |                | 297,713 |                                   |   |                                      |  |              | 20,824  |  |              |         |   |  |   | 318,537
|                                              |  |                |         |                                   |   |                                       |  |              |         |  |              |          |   |  |   |        
|Total liabilities                             |  |                | 301,700 |                                   |   | 302,290                               |  |              | 70,682  |  |              | (323,381 | ) |  |   | 351,291
|                                              |  |                |         |                                   |   |                                       |  |              |         |  |              |          |   |  |   |        
|Minority interest                             |  |                |        |                                   |   |                                      |  |              |        |  |              |         |   |  |   |       
|Contingencies and commitments                 |  |                |         |                                   |   |                                       |  |              |         |  |              |          |   |  |   |        
|                                              |  |                |         |                                   |  
|Stockholders equity                          |  |                | 106,915 |                                   |   | 62,546                                |  |              | 74,730  |  |              | (137,276 | ) |  |   | 106,915
|                                              |  |                |         |                                   |   |                                       |  |              |         |  |              |          |   |  |   |        
|Total liabilities and stockholders equity    |  | $              | 408,615 |                                   | $ | 364,836                               |  | $            | 145,412 |  | $            | (460,657 | ) |  | $ | 458,206
|                                              |  |                |         |                                   |   |                                       |  |              |         |  |              |          |   |  |   |        



16



---

##### Table of Contents

SGS International, Inc. and Subsidiaries

Notes to Consolidated / Combined Financial Statements (Unaudited - continued)

(in
thousands of dollars)



Supplemental Condensed Successor Consolidating Statement of Income

For the Three Months Ended June 30, 2006



|                                               |  |                |        |   |                                   |   |        |                                       |  |   |              |   |  |              |        |   |  |   |       
|---------------------------------------------- |  | -------------- | ------ | - | --------------------------------- | - | ------ | ------------------------------------- |  | - | ------------ | - |  | ------------ | ------ | - |  | - | ------
|                                               |  | Parent /Issuer |        |   | ConsolidatedGuarantorSubsidiaries |   |        | ConsolidatedNon-GuarantorSubsidiaries |  |   | Eliminations |   |  | Consolidated
|Revenues                                       |  |                |        |   |                                   |   |        |                                       |  |   |              |   |  |              |        |   |  |   |       
|Sales                                          |  | $              |       |   |                                   | $ | 55,621 |                                       |  | $ | 18,732       |   |  | $            |       |   |  | $ | 74,353
|Sales to related parties                       |  |                |       |   |                                   |   | 960    |                                       |  |   | 821          |   |  |              | (1,781 | ) |  |   |      
|                                               |  |                |        |   |                                   |   |        |                                       |  |   |              |   |  |              |        |   |  |   |       
|Total revenues                                 |  |                |       |   |                                   |   | 56,581 |                                       |  |   | 19,553       |   |  |              | (1,781 | ) |  |   | 74,353
|                                               |  |                |        |   |                                   |   |        |                                       |  |   |              |   |  |              |        |   |  |   |       
|Costs and expenses                             |  |                |        |   |                                   |   |        |                                       |  |   |              |   |  |              |        |   |  |   |       
|Cost of goods sold                             |  |                |       |   |                                   |   | 34,180 |                                       |  |   | 15,143       |   |  |              | (1,781 | ) |  |   | 47,542
|Selling, general and administrative expenses   |  |                | 575    |   |                                   |   | 8,797  |                                       |  |   | 2,033        |   |  |              |       |   |  |   | 11,405
|Provision for depreciation                     |  |                |       |   |                                   |   | 1,546  |                                       |  |   | 675          |   |  |              |       |   |  |   | 2,221 
|Provision for amortization                     |  |                |       |   |                                   |   | 1,681  |                                       |  |   | 463          |   |  |              |       |   |  |   | 2,144 
|Related party interest expense                 |  |                |       |   |                                   |   |       |                                       |  |   |             |   |  |              |       |   |  |   |      
|Interest expense (income), net                 |  |                | (7,218 | ) |                                   |   | 15,207 |                                       |  |   | 2,327        |   |  |              | (1,624 | ) |  |   | 8,692 
|Other (income) expense, net                    |  |                | 577    |   |                                   |   | (135   | )                                     |  |   | (1,483       | ) |  |              | 1,624  |   |  |   | 583   
|                                               |  |                |        |   |                                   |   |        |                                       |  |   |              |   |  |              |        |   |  |   |       
|Total costs and expenses                       |  |                | (6,066 | ) |                                   |   | 61,276 |                                       |  |   | 19,158       |   |  |              | (1,781 | ) |  |   | 72,587
|                                               |  |                |        |   |                                   |   |        |                                       |  |   |              |   |  |              |        |   |  |   |       
|Equity in net income of subsidiaries           |  |                | (2,924 | ) |                                   |   |       |                                       |  |   |             |   |  |              | 2,924  |   |  |   |      
|                                               |  |                |        |   |                                   |   |        |                                       |  |   |              |   |  |              |        |   |  |   |       
|Income (loss) before income taxes              |  |                | 3,142  |   |                                   |   | (4,695 | )                                     |  |   | 395          |   |  |              | 2,924  |   |  |   | 1,766 
|Provision (benefit) for taxes on income (loss) |  |                | 2,354  |   |                                   |   | (1,618 | )                                     |  |   | 242          |   |  |              |       |   |  |   | 978   
|                                               |  |                |        |   |                                   |   |        |                                       |  |   |              |   |  |              |        |   |  |   |       
|Net income (loss)                              |  | $              | 788    |   |                                   | $ | (3,077 | )                                     |  | $ | 153          |   |  | $            | 2,924  |   |  | $ | 788   
|                                               |  |                |        |   |                                   |   |        |                                       |  |   |              |   |  |              |        |   |  |   |       

The consolidating statement of income for the three months ended June 30, 2006 reflects a correction of a
classification of amounts reported in the first quarter of 2006.

Supplemental Condensed Successor Consolidating Statement of Income

For the Six Months Ended June 30, 2006



|                                               |  |                |       |   |                                   |   |         |                                       |  |   |              |   |  |              |        |   |  |   |        
|---------------------------------------------- |  | -------------- | ----- | - | --------------------------------- | - | ------- | ------------------------------------- |  | - | ------------ | - |  | ------------ | ------ | - |  | - | -------
|                                               |  | Parent /Issuer |       |   | ConsolidatedGuarantorSubsidiaries |   |         | ConsolidatedNon-GuarantorSubsidiaries |  |   | Eliminations |   |  | Consolidated
|Revenues                                       |  |                |       |   |                                   |   |         |                                       |  |   |              |   |  |              |        |   |  |   |        
|Sales                                          |  | $              |      |   |                                   | $ | 110,391 |                                       |  | $ | 36,711       |   |  | $            |       |   |  | $ | 147,102
|Sales to related parties                       |  |                |      |   |                                   |   | 1,882   |                                       |  |   | 1,362        |   |  |              | (3,244 | ) |  |   |       
|                                               |  |                |       |   |                                   |   |         |                                       |  |   |              |   |  |              |        |   |  |   |        
|Total revenues                                 |  |                |      |   |                                   |   | 112,273 |                                       |  |   | 38,073       |   |  |              | (3,244 | ) |  |   | 147,102
|                                               |  |                |       |   |                                   |   |         |                                       |  |   |              |   |  |              |        |   |  |   |        
|Costs and expenses                             |  |                |       |   |                                   |   |         |                                       |  |   |              |   |  |              |        |   |  |   |        
|Cost of goods sold                             |  |                |      |   |                                   |   | 71,197  |                                       |  |   | 29,448       |   |  |              | (3,244 | ) |  |   | 97,401 
|Selling, general and administrative expenses   |  |                | 700   |   |                                   |   | 16,027  |                                       |  |   | 3,805        |   |  |              |       |   |  |   | 20,532 
|Provision for depreciation                     |  |                |      |   |                                   |   | 2,835   |                                       |  |   | 1,147        |   |  |              |       |   |  |   | 3,982  
|Provision for amortization                     |  |                |      |   |                                   |   | 3,368   |                                       |  |   | 907          |   |  |              |       |   |  |   | 4,275  
|Related party interest expense                 |  |                |      |   |                                   |   |        |                                       |  |   |             |   |  |              |       |   |  |   |       
|Interest expense (income), net                 |  |                | 1,129 |   |                                   |   | 15,166  |                                       |  |   | 2,691        |   |  |              | (1,624 | ) |  |   | 17,362 
|Other (income) expense, net                    |  |                | 577   |   |                                   |   | (167    | )                                     |  |   | (1,428       | ) |  |              | 1,624  |   |  |   | 606    
|                                               |  |                |       |   |                                   |   |         |                                       |  |   |              |   |  |              |        |   |  |   |        
|Total costs and expenses                       |  |                | 2,406 |   |                                   |   | 108,426 |                                       |  |   | 36,570       |   |  |              | (3,244 | ) |  |   | 144,158
|                                               |  |                |       |   |                                   |   |         |                                       |  |   |              |   |  |              |        |   |  |   |        
|Equity in net income of subsidiaries           |  |                | 3,089 |   |                                   |   |        |                                       |  |   |             |   |  |              | (3,089 | ) |  |   |       
|                                               |  |                |       |   |                                   |   |         |                                       |  |   |              |   |  |              |        |   |  |   |        
|Income before income taxes                     |  |                | 683   |   |                                   |   | 3,847   |                                       |  |   | 1,503        |   |  |              | (3,089 | ) |  |   | 2,944  
|(Benefit) provision for taxes on income (loss) |  |                | (881  | ) |                                   |   | 1,638   |                                       |  |   | 623          |   |  |              |       |   |  |   | 1,380  
|                                               |  |                |       |   |                                   |   |         |                                       |  |   |              |   |  |              |        |   |  |   |        
|Net income                                     |  | $              | 1,564 |   |                                   | $ | 2,209   |                                       |  | $ | 880          |   |  | $            | (3,089 | ) |  | $ | 1,564  
|                                               |  |                |       |   |                                   |   |         |                                       |  |   |              |   |  |              |        |   |  |   |        



17



---

##### Table of Contents

SGS International, Inc. and Subsidiaries

Notes to Consolidated / Combined Financial Statements (Unaudited - continued)

(in
thousands of dollars)



Supplemental Predecessor Condensed Combining Statement of Income

For the Three Months Ended June 30, 2005



|                                             |  |                |   |                               |   |                                   |  |   |              |   |  |          |        |   |  |   |       
|-------------------------------------------- |  | -------------- | - | ----------------------------- | - | --------------------------------- |  | - | ------------ | - |  | -------- | ------ | - |  | - | ------
|                                             |  | Parent /Issuer |   | CombinedGuarantorSubsidiaries |   | CombinedNon-GuarantorSubsidiaries |  |   | Eliminations |   |  | Combined
|Revenues                                     |  |                |   |                               |   |                                   |  |   |              |   |  |          |        |   |  |   |       
|Sales                                        |  | $              |  |                               | $ | 52,832                            |  | $ | 12,632       |   |  | $        |       |   |  | $ | 65,464
|Sales to related parties                     |  |                |  |                               |   | 2,306                             |  |   | 517          |   |  |          | (2,395 | ) |  |   | 428   
|                                             |  |                |   |                               |   |                                   |  |   |              |   |  |          |        |   |  |   |       
|                                             |  |                |  |                               |   | 55,138                            |  |   | 13,149       |   |  |          | (2,395 | ) |  |   | 65,892
|                                             |  |                |   |                               |   |                                   |  |   |              |   |  |          |        |   |  |   |       
|Costs and expenses                           |  |                |   |                               |   |                                   |  |   |              |   |  |          |        |   |  |   |       
|Cost of goods sold                           |  |                |  |                               |   | 34,677                            |  |   | 8,994        |   |  |          | (2,395 | ) |  |   | 41,276
|Selling, general and administrative expenses |  |                |  |                               |   | 7,416                             |  |   | 1,240        |   |  |          |       |   |  |   | 8,656 
|Provision for depreciation                   |  |                |  |                               |   | 1,403                             |  |   | 458          |   |  |          |       |   |  |   | 1,861 
|Provision for amortization                   |  |                |  |                               |   | 1,867                             |  |   | 312          |   |  |          |       |   |  |   | 2,179 
|Related party interest expense               |  |                |  |                               |   | 1,581                             |  |   | (21          | ) |  |          |       |   |  |   | 1,560 
|Interest expense                             |  |                |  |                               |   | 4                                 |  |   | 25           |   |  |          |       |   |  |   | 29    
|Other (income) expense, net                  |  |                |  |                               |   | 959                               |  |   | (94          | ) |  |          |       |   |  |   | 865   
|                                             |  |                |   |                               |   |                                   |  |   |              |   |  |          |        |   |  |   |       
|                                             |  |                |  |                               |   | 47,907                            |  |   | 10,914       |   |  |          | (2,395 | ) |  |   | 56,426
|                                             |  |                |   |                               |   |                                   |  |   |              |   |  |          |        |   |  |   |       
|Income before income taxes                   |  |                |  |                               |   | 7,231                             |  |   | 2,235        |   |  |          |       |   |  |   | 9,466 
|Provision for taxes on income                |  |                |  |                               |   | 2,851                             |  |   | 859          |   |  |          |       |   |  |   | 3,710 
|                                             |  |                |   |                               |   |                                   |  |   |              |   |  |          |        |   |  |   |       
|Net income                                   |  | $              |  |                               | $ | 4,380                             |  | $ | 1,376        |   |  | $        |       |   |  | $ | 5,756 
|                                             |  |                |   |                               |   |                                   |  |   |              |   |  |          |        |   |  |   |       

Supplemental Predecessor Condensed Combining Statement of Income

For the Six Months Ended June 30, 2005



|                                             |  |                |   |                               |   |                                   |  |   |              |   |  |          |        |   |  |   |        
|-------------------------------------------- |  | -------------- | - | ----------------------------- | - | --------------------------------- |  | - | ------------ | - |  | -------- | ------ | - |  | - | -------
|                                             |  | Parent /Issuer |   | CombinedGuarantorSubsidiaries |   | CombinedNon-GuarantorSubsidiaries |  |   | Eliminations |   |  | Combined
|Revenues                                     |  |                |   |                               |   |                                   |  |   |              |   |  |          |        |   |  |   |        
|Sales                                        |  | $              |  |                               | $ | 104,313                           |  | $ | 25,271       |   |  | $        |       |   |  | $ | 129,584
|Sales to related parties                     |  |                |  |                               |   | 4,923                             |  |   | 847          |   |  |          | (3,731 | ) |  |   | 2,039  
|                                             |  |                |   |                               |   |                                   |  |   |              |   |  |          |        |   |  |   |        
|                                             |  |                |  |                               |   | 109,236                           |  |   | 26,118       |   |  |          | (3,731 | ) |  |   | 131,623
|                                             |  |                |   |                               |   |                                   |  |   |              |   |  |          |        |   |  |   |        
|Costs and expenses                           |  |                |   |                               |   |                                   |  |   |              |   |  |          |        |   |  |   |        
|Cost of goods sold                           |  |                |  |                               |   | 72,183                            |  |   | 18,138       |   |  |          | (3,731 | ) |  |   | 86,590 
|Selling, general and administrative expenses |  |                |  |                               |   | 14,279                            |  |   | 2,292        |   |  |          |       |   |  |   | 16,571 
|Provision for depreciation                   |  |                |  |                               |   | 2,835                             |  |   | 923          |   |  |          |       |   |  |   | 3,758  
|Provision for amortization                   |  |                |  |                               |   | 3,716                             |  |   | 636          |   |  |          |       |   |  |   | 4,352  
|Related party interest expense               |  |                |  |                               |   | 3,064                             |  |   | (86          | ) |  |          |       |   |  |   | 2,978  
|Interest expense                             |  |                |  |                               |   | 4                                 |  |   | 53           |   |  |          |       |   |  |   | 57     
|Other (income) expense, net                  |  |                |  |                               |   | 979                               |  |   | (99          | ) |  |          |       |   |  |   | 880    
|                                             |  |                |   |                               |   |                                   |  |   |              |   |  |          |        |   |  |   |        
|                                             |  |                |  |                               |   | 97,060                            |  |   | 21,857       |   |  |          | (3,731 | ) |  |   | 115,186
|                                             |  |                |   |                               |   |                                   |  |   |              |   |  |          |        |   |  |   |        
|Income before income taxes                   |  |                |  |                               |   | 12,176                            |  |   | 4,261        |   |  |          |       |   |  |   | 16,437 
|Provision for taxes on income                |  |                |  |                               |   | 4,810                             |  |   | 1,633        |   |  |          |       |   |  |   | 6,443  
|                                             |  |                |   |                               |   |                                   |  |   |              |   |  |          |        |   |  |   |        
|Net income                                   |  | $              |  |                               | $ | 7,366                             |  | $ | 2,628        |   |  | $        |       |   |  | $ | 9,994  
|                                             |  |                |   |                               |   |                                   |  |   |              |   |  |          |        |   |  |   |        



18



---

##### Table of Contents

SGS International, Inc. and Subsidiaries

Notes to Consolidated / Combined Financial Statements (Unaudited - continued)

(in
thousands of dollars)



Supplemental Successor Condensed Consolidating Statement of Cash Flows

For the Six Months Ended June 30, 2006



|                                                     |  |                |       |   |                                   |   |        |                                       |  |   |              |   |              |   |   |  |   |        |  
|---------------------------------------------------- |  | -------------- | ----- | - | --------------------------------- | - | ------ | ------------------------------------- |  | - | ------------ | - | ------------ | - | - |  | - | ------ | -
|                                                     |  | Parent /Issuer |       |   | ConsolidatedGuarantorSubsidiaries |   |        | ConsolidatedNon-GuarantorSubsidiaries |  |   | Eliminations |   | Consolidated |  
|Cash provided by (used in) operations                |  | $              | 1,168 |   |                                   | $ | 7,090  |                                       |  | $ | 6,293        |   |              | $ |  |  | $ | 14,551 |  
|                                                     |  |                |       |   |                                   |   |        |                                       |  |   |              |   |              |   |   |  |   |        |  
|Investing activities:                                |  |                |       |   |                                   |   |        |                                       |  |   |              |   |              |   |   |  |   |        |  
|Acquisition of property, plant and equipment         |  |                | (471  | ) |                                   |   | (1,810 | )                                     |  |   | (387         | ) |              |   |  |  |   | (2,668 | )
|Proceeds from sales of property, plant and equipment |  |                |      |   |                                   |   | 2,060  |                                       |  |   |             |   |              |   |  |  |   | 2,060  |  
|Business acquisition, net of cash acquired           |  |                |      |   |                                   |   |       |                                       |  |   | (2,026       | ) |              |   |  |  |   | (2,026 | )
|                                                     |  |                |       |   |                                   |   |        |                                       |  |   |              |   |              |   |   |  |   |        |  
|Cash (used in) provided by investing activities      |  |                | (471  | ) |                                   |   | 250    |                                       |  |   | (2,413       | ) |              |   |  |  |   | (2,634 | )
|                                                     |  |                |       |   |                                   |   |        |                                       |  |   |              |   |              |   |   |  |   |        |  
|Financing activities:                                |  |                |       |   |                                   |   |        |                                       |  |   |              |   |              |   |   |  |   |        |  
|Net borrowings on lines of credit                    |  |                |      |   |                                   |   |       |                                       |  |   | 800          |   |              |   |  |  |   | 800    |  
|Payments on long-term debt, net                      |  |                | (496  | ) |                                   |   |       |                                       |  |   | (228         | ) |              |   |  |  |   | (724   | )
|                                                     |  |                |       |   |                                   |   |        |                                       |  |   |              |   |              |   |   |  |   |        |  
|Cash provided by (used in) financing activities      |  |                | (496  | ) |                                   |   |       |                                       |  |   | 572          |   |              |   |  |  |   | 76     |  
|                                                     |  |                |       |   |                                   |   |        |                                       |  |   |              |   |              |   |   |  |   |        |  
|Effect of exchange rate changes on cash              |  |                |      |   |                                   |   |       |                                       |  |   | 217          |   |              |   |  |  |   | 217    |  
|                                                     |  |                |       |   |                                   |   |        |                                       |  |   |              |   |              |   |   |  |   |        |  
|Net change in cash and cash equivalents              |  |                | 201   |   |                                   |   | 7,340  |                                       |  |   | 4,669        |   |              |   |  |  |   | 12,210 |  
|                                                     |  |                |       |   |                                  
|Cash and cash equivalents, beginning of period       |  |                | 2,005 |   |                                   |   | 851    |                                       |  |   | 452          |   |              |   |  |  |   | 3,308  |  
|                                                     |  |                |       |   |                                   |   |        |                                       |  |   |              |   |              |   |   |  |   |        |  
|Cash and cash equivalents, end of period             |  | $              | 2,206 |   |                                   | $ | 8,191  |                                       |  | $ | 5,121        |   |              | $ |  |  | $ | 15,518 |  
|                                                     |  |                |       |   |                                   |   |        |                                       |  |   |              |   |              |   |   |  |   |        |  

Supplemental Predecessor Condensed Combining Statement of Cash Flows

For the Six Months Ended June 30, 2005



|                                                |  |                |   |                                   |   |        |                                       |  |   |              |   |              |   |   |  |   |        |  
|----------------------------------------------- |  | -------------- | - | --------------------------------- | - | ------ | ------------------------------------- |  | - | ------------ | - | ------------ | - | - |  | - | ------ | -
|                                                |  | Parent /Issuer |   | ConsolidatedGuarantorSubsidiaries |   |        | ConsolidatedNon-GuarantorSubsidiaries |  |   | Eliminations |   | Consolidated |  
|Cash provided by (used in) operations           |  | $              |  |                                   | $ | 3,690  |                                       |  | $ | (111         | ) |              | $ |  |  | $ | 3,579  |  
|                                                |  |                |   |                                   |   |        |                                       |  |   |              |   |              |   |   |  |   |        |  
|Investing activities:                           |  |                |   |                                   |   |        |                                       |  |   |              |   |              |   |   |  |   |        |  
|Acquisition of property, plant and equipment    |  |                |  |                                   |   | (4,720 | )                                     |  |   | (278         | ) |              |   |  |  |   | (4,998 | )
|Business acquisition, net of cash acquired      |  |                |  |                                   |   | (352   | )                                     |  |   |             |   |              |   |  |  |   | (352   | )
|                                                |  |                |   |                                   |   |        |                                       |  |   |              |   |              |   |   |  |   |        |  
|Cash used in investing activities               |  |                |  |                                   |   | (5,072 | )                                     |  |   | (278         | ) |              |   |  |  |   | (5,350 | )
|                                                |  |                |   |                                   |   |        |                                       |  |   |              |   |              |   |   |  |   |        |  
|Financing activities:                           |  |                |   |                                   |   |        |                                       |  |   |              |   |              |   |   |  |   |        |  
|Net changes in short-term borrowings            |  |                |  |                                   |   | 1,450  |                                       |  |   | 4            |   |              |   |  |  |   | 1,454  |  
|Payments on long-term debt                      |  |                |  |                                   |   |       |                                       |  |   | (178         | ) |              |   |  |  |   | (178   | )
|                                                |  |                |   |                                   |   |        |                                       |  |   |              |   |              |   |   |  |   |        |  
|Cash provided by (used in) financing activities |  |                |  |                                   |   | 1,450  |                                       |  |   | (174         | ) |              |   |  |  |   | 1,276  |  
|                                                |  |                |   |                                   |   |        |                                       |  |   |              |   |              |   |   |  |   |        |  
|Effect of exchange rate changes on cash         |  |                |  |                                   |   |       |                                       |  |   | 12           |   |              |   |  |  |   | 12     |  
|                                                |  |                |   |                                   |   |        |                                       |  |   |              |   |              |   |   |  |   |        |  
|Net change in cash                              |  |                |  |                                   |   | 68     |                                       |  |   | (551         | ) |              |   |  |  |   | (483   | )
|                                                |  |                |   |                                   |  
|Cash, beginning of period                       |  |                |  |                                   |   |       |                                       |  |   | 829          |   |              |   |  |  |   | 829    |  
|                                                |  |                |   |                                   |   |        |                                       |  |   |              |   |              |   |   |  |   |        |  
|Cash, end of period                             |  | $              |  |                                   | $ | 68     |                                       |  | $ | 278          |   |              | $ |  |  | $ | 346    |  
|                                                |  |                |   |                                   |   |        |                                       |  |   |              |   |              |   |   |  |   |        |  



19



---

##### Table of Contents

Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations

The following
Managements Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with Item 1,  Financial Statements in Part 1 of this quarterly report on Form 10-Q.

The following discussion and analysis of our historical consolidated / combined financial statements includes the three month period ended June 30, 2005 and the six
month period ended June 30, 2005, which are periods prior to SGS International, Inc.s acquisition of Southern Graphic Systems from Alcoa Inc. As a result, the historical financial information included in this report may not reflect what
our results of operations, financial position and cash flows would have been had we operated as a separate, stand-alone company for the three month period ended June 30, 2005 and the six month period ended June 30, 2005.

The statements in the discussion and analysis regarding our expectations regarding the performance of our business, our liquidity and capital resources and other
non-historical statements are forward-looking statements. These forward-looking statements are subject to numerous risks and uncertainties. Our actual results may differ materially from those contained in or implied by any of these forward-looking
statements.

Overview

We are a global leader in the
digital imaging and communication industry, offering design-to-print graphic services to the international consumer products packaging market. We offer a full spectrum of innovative digital solutions that streamline the capture, management,
execution, and distribution of graphics information. Our brand development, creative design, prepress, image carriers and print support services are utilized in each of the three main printing processes: flexography, gravure and lithography. Our
customers, many of which we have served for over 20 years, include large branded consumer products companies, mass merchant retailers and the printers and converters that service them. Our services ensure that our customers are able to obtain or
produce consistent, high quality packaging materials often on short turnaround times.



20



---

##### Table of Contents

RESULTS OF OPERATIONS

The information presented below for the three months ended June 30, 2006 and 2005 and for the six months ended June 30, 2006 and 2005 was prepared by management and is unaudited. In the opinion of management, all adjustments
necessary for a fair statement of our financial position and operating results for such quarters and as of such dates have been included. (Dollar amounts below are in thousands and percentages are expressed as a percentage of sales.)

Quarter ended June 30, 2006 compared to quarter ended June 30, 2005



|                                              |  |                                 |        |  |       |   |                                 |  |  |   |        |  |       |  
|--------------------------------------------- |  | ------------------------------- | ------ |  | ----- | - | ------------------------------- |  |  | - | ------ |  | ----- | -
|                                              |  | Successor                       |        |  |       |   | Predecessor                     | 
|                                              |  | Three Months EndedJune 30, 2006 |        |  |       |   | Three Months EndedJune 30, 2005 | 
|                                              |  | (unaudited)                     |        |  |       |   | (unaudited)                     | 
|Sales                                         |  | $                               | 74,353 |  | 100.0 | % |                                 |  |  | $ | 65,892 |  | 100.0 | %
|Costs and expenses:                           |  |                                 |        |  |       |   |                                 |  |  |   |        |  |       |  
|Cost of goods sold                            |  |                                 | 47,542 |  | 63.9  | % |                                 |  |  |   | 41,276 |  | 62.7  | %
|Selling, general, and administrative expenses |  |                                 | 11,405 |  | 15.3  | % |                                 |  |  |   | 8,656  |  | 13.1  | %
|Depreciation                                  |  |                                 | 2,221  |  | 3.0   | % |                                 |  |  |   | 1,861  |  | 2.8   | %
|Amortization                                  |  |                                 | 2,144  |  | 2.9   | % |                                 |  |  |   | 2,179  |  | 3.3   | %
|Related party interest expense                |  |                                 |       |  | 0.0   | % |                                 |  |  |   | 1,560  |  | 2.4   | %
|Interest expense                              |  |                                 | 8,692  |  | 11.7  | % |                                 |  |  |   | 29     |  | 0.1   | %
|Other expense, net                            |  |                                 | 583    |  | 0.8   | % |                                 |  |  |   | 865    |  | 1.3   | %
|                                              |  |                                 |        |  |       |   |                                 |  |  |   |        |  |       |  
|Total costs and expenses                      |  |                                 | 72,587 |  | 97.6  | % |                                 |  |  |   | 56,426 |  | 85.7  | %
|Income before income taxes                    |  |                                 | 1,766  |  | 2.4   | % |                                 |  |  |   | 9,466  |  | 14.3  | %
|Provision for taxes on income                 |  |                                 | 978    |  | 1.3   | % |                                 |  |  |   | 3,710  |  | 5.6   | %
|                                              |  |                                 |        |  |       |   |                                 |  |  |   |        |  |       |  
|Net income                                    |  | $                               | 788    |  | 1.1   | % |                                 |  |  | $ | 5,756  |  | 8.7   | %
|                                              |  |                                 |        |  |       |   |                                 |  |  |   |        |  |       |  

Sales. Sales for the quarter ended June 30, 2006 increased $8.5 million, or 12.8%, to $74.4 million
from $65.9 million for the quarter ended June 30, 2005. This increase is largely due to the acquisition of the Limage Creo business in August 2005 and the acquisition of MCG Graphics in November 2005. These acquisitions added incremental
revenue for the quarter ended June 30, 2006 of $0.9 million and $5.1 million, respectively. In addition, the investment in our Winston-Salem operations resulted in additional revenue of approximately $1.9 million for the quarter ended
June 30, 2006.

Cost of Goods Sold. Cost of goods sold for the quarter ended June 30, 2006 increased $6.2 million, or 15.2%, to $47.5
million from $41.3 million for the quarter ended June 30, 2005. The acquisitions of Limage Creo and MCG Graphics added estimated incremental costs of goods sold for the quarter ended June 30, 2006 of $0.6 million and $4.3 million,
respectively.

Selling, General and Administrative Expenses. Selling, general and administrative expenses for the quarter ended June 30, 2006
increased $2.7 million, or 31.8%, to $11.4 million from $8.7 million for the quarter ended June 30, 2005. The acquisitions of Limage Creo and MCG Graphics added estimated incremental selling, general and administrative expenses for the
quarter ended June 30, 2006 of $0.1 million and $0.4 million, respectively. Also, our Mozaic Group, Ltd. subsidiary incurred an additional $0.2 million in selling, general and administrative expenses for the quarter ended June 30, 2006 as
a result of pursuing additional business opportunities. In addition, we incurred an incremental $0.8 million in one-time expenses for establishing ourselves as a separate, stand-alone company in the quarter ended June 30, 2006. The remaining
increase in selling, general and administrative expenses for the quarter ended June 30, 2006 is primarily due to additional personnel costs, management fees, and administrative services related to our operation as a separate stand-alone
company.



21



---

##### Table of Contents

Depreciation and Amortization Expenses. Depreciation and amortization expenses for the quarter ended June 30,
2006 increased $0.4 million, or 8.0%, to $4.4 million from $4.0 million for the quarter ended June 30, 2005. This increase was primarily due to the fair value adjustments and adjustments to the remaining useful lives of intangible assets and
property, plant, and equipment through the purchase accounting process.

Interest Expense and Related Party Interest Expense. Total interest expense
for the quarter ended June 30, 2006 increased by $7.1 million to $8.7 million from $1.6 million for the quarter ended June 30, 2005. This increase was primarily due to the impact of the financing required for SGS International Inc.s
purchase of Southern Graphic Systems from Alcoa Inc.

Income before income taxes. Income before tax for the quarter ended June 30, 2006
decreased by $7.7 million to $1.8 million from $9.5 million for the quarter ended June 30, 2005. This decrease was primarily due to the increases in interest expense for the reason previously discussed. The increase in interest expense was
partially offset by additional income before tax in the quarter ended June 30, 2006 provided by acquired businesses.

Provision for taxes on
income. The effective tax rate for the quarter ended June 30, 2006 was 55.4%, compared to 39.2% for the quarter ended June 30, 2005. The increase in the effective tax rate was primarily due to a valuation allowance recorded on the
deferred tax asset for foreign tax credits earned by a U.S. Subsidiary an increase in expenses not fully deductible for income tax purposes for the three months ended June 30, 2006 than for the three months ended June 30, 2005.

Net income. Net income for the quarter ended June 30, 2006 decreased by $5.0 million to $0.8 million from $5.8 million for the quarter ended June 30,
2005. This decrease was primarily due to the reasons previously discussed.

Six months ended June 30, 2006 compared to six months ended
June 30, 2005



|                                              |  |                                |         |  |       |   |                                |  |  |   |         |  |       |  
|--------------------------------------------- |  | ------------------------------ | ------- |  | ----- | - | ------------------------------ |  |  | - | ------- |  | ----- | -
|                                              |  | Successor                      |         |  |       |   | Predecessor                    | 
|                                              |  | Six Months Ended June 30, 2006 |         |  |       |   | Six Months Ended June 30, 2005 | 
|                                              |  | (unaudited)                    |         |  |       |   | (unaudited)                    | 
|Sales                                         |  | $                              | 147,102 |  | 100.0 | % |                                |  |  | $ | 131,623 |  | 100.0 | %
|Costs and expenses:                           |  |                                |         |  |       |   |                                |  |  |   |         |  |       |  
|Cost of goods sold                            |  |                                | 97,401  |  | 66.2  | % |                                |  |  |   | 86,590  |  | 65.8  | %
|Selling, general, and administrative expenses |  |                                | 20,532  |  | 14.0  | % |                                |  |  |   | 16,571  |  | 12.6  | %
|Depreciation                                  |  |                                | 3,982   |  | 2.7   | % |                                |  |  |   | 3,758   |  | 2.9   | %
|Amortization                                  |  |                                | 4,275   |  | 2.9   | % |                                |  |  |   | 4,352   |  | 3.3   | %
|Related party interest expense                |  |                                |        |  | 0.0   | % |                                |  |  |   | 2,978   |  | 2.3   | %
|Interest expense                              |  |                                | 17,362  |  | 11.8  | % |                                |  |  |   | 57      |  | 0.0   | %
|Other expense, net                            |  |                                | 606     |  | 0.4   | % |                                |  |  |   | 880     |  | 0.6   | %
|                                              |  |                                |         |  |       |   |                                |  |  |   |         |  |       |  
|Total costs and expenses                      |  |                                | 144,158 |  | 98.0  | % |                                |  |  |   | 115,186 |  | 87.5  | %
|Income before income taxes                    |  |                                | 2,944   |  | 2.0   | % |                                |  |  |   | 16,437  |  | 12.5  | %
|Provision for taxes on income                 |  |                                | 1,380   |  | 0.9   | % |                                |  |  |   | 6,443   |  | 4.9   | %
|                                              |  |                                |         |  |       |   |                                |  |  |   |         |  |       |  
|Net income                                    |  | $                              | 1,564   |  | 1.1   | % |                                |  |  | $ | 9,994   |  | 7.6   | %
|                                              |  |                                |         |  |       |   |                                |  |  |   |         |  |       |  

Sales. Sales for the six months ended June 30, 2006 increased $15.5 million, or 11.8%, to $147.1
million from $131.6 million for the six months ended June 30, 2005. This increase is largely due to the acquisition of the Limage Creo business in August 2005 and the acquisition of MCG Graphics in November 2005. These acquisitions added
incremental revenue for the six months ended June 30, 2006 of $1.5 million and $10.0 million, respectively. In addition, the investment in our Winston-Salem operations resulted in additional revenue of approximately $3.6 million for the six
months ended June 30, 2006.



22



---

##### Table of Contents

Cost of Goods Sold. Cost of goods sold for the six months ended June 30, 2006 increased $10.8 million, or
12.5%, to $97.4 million from $86.6 million for the six months ended June 30, 2005. The acquisitions of Limage Creo and MCG Graphics added estimated incremental costs of goods sold for the six months ended June 30, 2006 of $1.2
million and $8.7 million, respectively.

Selling, General and Administrative Expenses. Selling, general and administrative expenses for the six
months ended June 30, 2006 increased $4.0 million, or 23.9%, to $20.5 million from $16.5 million for the six months ended June 30, 2005. The acquisitions of Limage Creo and MCG Graphics added estimated incremental selling, general
and administrative expenses for the six months ended June 30, 2006 of $0.2 million and $0.7 million, respectively. Also, our Mozaic Group, Ltd. subsidiary incurred an additional $0.5 million in selling, general and administrative expenses for
the six months ended June 30, 2006 as a result of pursuing additional business opportunities. In addition, we incurred an incremental $1.3 million in one-time expenses for establishing ourselves as a separate, stand-alone company in the quarter
ended June 30, 2006. The remaining increase in selling, general and administrative expenses for the quarter ended June 30, 2006 is primarily due to additional personnel costs, management fees, and administrative services related to our
operation as a separate stand-alone company.

Depreciation and Amortization Expenses. Depreciation and amortization expenses for the six months
ended June 30, 2006 increased $0.2 million, or 1.8%, to $8.3 million from $8.1 million for the six months ended June 30, 2005. This increase was primarily due to the fair value adjustments and adjustments to the remaining useful lives of
intangible assets and property, plant, and equipment through the purchase accounting process.

Interest Expense and Related Party Interest Expense.
Total interest expense for the six months ended June 30, 2006 increased by $14.3 million to $17.4 million from $3.1 million for the six months ended June 30, 2005. This increase was primarily due to the impact of the financing required for
SGS International Inc.s purchase of Southern Graphic Systems from Alcoa Inc.

Income before income taxes. Income before tax for the six months
ended June 30, 2006 decreased by $13.5 million to $2.9 million from $16.4 million for the six months ended June 30, 2005. This decrease was primarily due to the increases in interest expense for the reason previously discussed. The
increase in interest expense was partially offset by additional income before tax in the six months ended June 30, 2006 provided by acquired businesses.

Provision for taxes on income. The effective tax rate for the six months ended June 30, 2006 was 46.9%, compared to 39.2% for the six months ended June 30, 2005. The increase in the effective tax rate was primarily due a
valuation allowance recorded on the deferred tax asset for foreign tax credits earned by a U.S. Subsidiary and an increase in expenses not fully deductible for income tax purposes for the six months ended June 30, 2006 than for the six months
ended June 30, 2005.

Net income. Net income for the six months ended June 30, 2006 decreased by $8.4 million to $1.6 million from $10.0
million for the six months ended June 30, 2005. This decrease was primarily due to the reasons previously discussed.

Liquidity and Capital
Resources

At June 30, 2006, we had $15.5 million in cash and $26.7 million in working capital compared with $3.3 million in cash and $29.8 million
in working capital at December 31, 2005. The $12.2 million increase in cash is primarily due to cash provided by operations. The $3.1 million decrease in working capital is primarily due to managements decision to maintain tighter control
of working capital accounts.



23



---

##### Table of Contents

Six months ended June 30, 2006 compared to six months ended June 30, 2005

Net cash provided by operating activities was $14.6 million for the six months ended June 30, 2006 as compared to $3.6 million for the six months ended June 30,
2005. The primary reasons for the increase were changes in working capital accounts offset by a decrease in net income. Net income decreased $8.4 million for the six months ended June 30, 2006 compared with the same period in 2005.

Net cash used in investing activities was $2.6 million for the six months ended June 30, 2006 as compared to $5.4 million for the six months ended June 30,
2005. The decrease in cash used for investing activities is due to a decrease in capital expenditures of $2.3 million to $2.7 million in the six months ended June 30, 2006 from $5.0 million in the six months ended June 30, 2006. Capital
expenditures are generally made to replace existing assets, support new business or customer initiatives, increase productivity, facilitate cost reductions, or meet regulatory requirements. Our operations typically do not have large capital
requirements.

Net cash provided by financing activities was $0.1 million for the six months ended June 30, 2006 as compared to $1.3 million for the
six months ended June 30, 2005. The primary reason for this fluctuation was an increase of $0.8 million in net borrowings on the lines of credit in the six months ended June 30, 2006 compared to increase in short-term borrowings of $1.5
million in the six months ended June 30, 2005. The remainder of the decrease in cash provided by financing activities is due to $0.5 million in principal payments made on the senior term notes in the six months ended June 30, 2006.

Contractual Obligations

At June 30, 2006, there were no material changes in our December 31, 2005 contractual obligations.

Off-Balance Sheet Arrangements

We do not have any material off-balance sheet arrangements that have, or are reasonably likely to have, a current or future effect on our financial
condition, changes in financial condition, revenue or expenses, results of operations, liquidity, capital expenditures or capital resources.

Critical
Accounting Policies

There have been no material changes to our critical accounting policies since December 31,
2005.

Recently Issued Accounting Pronouncements

In
July 2006, the FASB issued FIN 48, Accounting for Uncertainty in Income Taxes, an interpretation of FASB Statement No. 109, Accounting for Income Taxes. FIN 48 will become effective for us as of January 1, 2007. FIN 48 clarifies accounting
for income taxes to provide improved consistency of criteria used to recognize, derecognize and measure benefits related to income taxes. We are now analyzing the future impacts of FIN 48 and are not certain of the potential impact at this time.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

At June 30, 2006 there were no material changes
in our December 31, 2005 market risks relating to interest and foreign exchange rates.



24



---

##### Table of Contents

Item 4. Controls and Procedures

Management, with the participation of its Chief Executive Officer and Chief Financial
Officer, has evaluated the effectiveness of the Companys disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the Exchange Act)) as of the end of the
period covered by this report. Based on such evaluation, the Registrants Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, the Registrants disclosure controls and procedures are
effective in recording, processing, summarizing and reporting, on a timely basis, information required to be disclosed by the Registrant in the reports that it would file or submit under the Exchange Act. These disclosure controls and procedures are
designed to ensure that information is accumulated and communicated to the Registrants management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.
There have not been any changes in the Registrants internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended June 30, 2006 that have materially affected, or are
reasonably likely to materially affect, the Registrants internal control over financial reporting, except for the implementation of a new software package in June 2006 for the general ledger system and financial reporting process.

PART II

OTHER INFORMATION

Item 1. Legal Proceedings

From time to time, we have been a party to routine pending or threatened legal proceedings and
arbitrations. Based upon information currently available, and in light of legal and other defenses available to us, management does not consider the liability from any threatened or pending litigation to be material to us.

Item 1A. Risk Factors

There have been no material changes to the risk factors included in the Registrants Annual
Report on Form 10-K for the period ended December 30, 2005.

Item 4. Submission of Matters to a Vote of Security Holders

Pursuant to a Consent Solicitation Statement dated
April 10, 2006, as supplemented by Supplement No. 1 dated April 21, 2006, the Registrant solicited consents from the holders of its outstanding 12% Senior Subordinated Notes due 2013 (the Notes) to certain proposed
amendments (the Proposed Amendments) to the indenture dated as of December 30, 2005 (the Indenture) among the Registrant, the Guarantors (as defined in the Indenture) and Wells Fargo Bank, N.A., as trustee, under which
the Notes were issued. Each holder as of 5:00 p.m. (New York City time) on April 10, 2006 who consented (and did not revoke such consent) to the Proposed Amendments before April 24, 2006 is entitled to receive an amount in cash equal to
0.25% of the principal amount of the Notes held by that holder (the Consent Payment). Adoption of the Proposed Amendments required the consent of not less than a majority of the outstanding principal amount of the Notes, excluding Notes
held by affiliates of the Registrant. Affiliates of the Registrant are not entitled to a Consent Payment.

$174,500,000 principal amount of the outstanding
Notes, representing 87.25% of the total outstanding Notes, consented to the Proposed Amendments. The Proposed Amendments became effective pursuant to a Supplemental Indenture dated as of April 25, 2006 among the Registrant, Southern Graphic
Systems, Inc., Project Dove Holdco, Inc. and Wells Fargo Bank, N.A., as trustee. The Proposed Amendments amended Section 4.09(b)(1) of the Indenture to permit the incurrence by certain foreign subsidiaries of the Registrant of up to $20,000,000
of credit facility indebtedness, including the incurrence by the



25



---

##### Table of Contents

Registrants subsidiary, Southern Graphic Systems-Canada, Co./Systemes Graphiques Southern-Canada, Co., of up to
$20,000,000 of term loans under the Credit Agreement among the Registrant, Southern Graphic Systems-Canada, Co./Systemes Graphiques Southern-Canada, Co., the Guarantors (as defined therein), the Lenders (as defined therein), UBS Securities LLC,
Lehman Brothers Inc., CIT Lending Services Corporation, UBS Loan Finance LLC, UBS AG, Stamford Branch and National City Bank, without increasing the existing size of the senior credit facility basket under the Indenture.

Item 5. Other Information

On August 9, 2006, the Registrant entered into an amendment to its employment agreement
with Luca C. Naccarato, its Executive Vice President, increasing Mr. Naccaratos annual incentive target for purposes of participation in the Registrants new senior management bonus plans, when adopted, from 40% to 50% of base
salary.

Effective as of August 11, 2006, the Registrant entered into an oral arrangement with Thomas Hammond, one of its directors, pursuant to which
Mr. Hammond will provide consulting services to the Registrant in connection with the evaluation of certain acquisition opportunities. As compensation for his services, Mr. Hammond will be paid a fee of up to $1,500 per day, plus expenses,
for an estimated seven days or less.

Item 6. Exhibits

The following Exhibits are filed (by incorporation by reference where applicable) or furnished, as
indicated, as part of this report:



|               |  |                                                                                                                                                                                                                              
|-------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|EXHIBIT NUMBER |  | DESCRIPTION                                                                                                                                                                                                                  
|               | 
|3.             |  | CERTIFICATE OF INCORPORATION AND BY-LAWS                                                                                                                                                                                     
|               | 
|3.1*           |  | Certificate of Incorporation of SGS International, Inc. filed with the Secretary of State of the State of Delaware on November 8, 2005.                                                                                      
|               | 
|3.2*           |  | By-Laws of SGS International, Inc. adopted on November 8, 2005.                                                                                                                                                              
|               | 
|4.             |  | INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS, INCLUDING INDENTURES                                                                                                                                                    
|               | 
|4.1            |  | Certificate of Incorporation. See Exhibit 3.1                                                                                                                                                                                
|               | 
|4.2            |  | By-laws. See Exhibit 3.2                                                                                                                                                                                                     
|               | 
|4.3*           |  | Indenture dated as of December 30, 2005, by and between SGS International, Inc., Southern Graphic Systems, Inc. and Wells Fargo Bank National Association, as trustee, relating to the 12%
Senior Subordinated Notes due 2013
|               | 
|4.4            |  | Form of Global 12% Notes due 2013 (included in Exhibit 4.1)                                                                                                                                                                  



26



---

##### Table of Contents

|               |  |                                                                                                                                                                                                                       
|-------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|EXHIBIT NUMBER |  | DESCRIPTION                                                                                                                                                                                                           
|               | 
|4.5            |  | Form of Regulation S Temporary Global 12% Notes due 2013 (included in Exhibit 4.1)                                                                                                                                    
|               | 
|4.6*           |  | Supplemental Indenture, dated April 25, 2006, by and among SGS International, Inc., Southern Graphic Systems, Inc., Project Dove Holdco, Inc. and Wells Fargo Bank, N.A., as
trustee                                  
|               | 
|4.7*           |  | Registration Rights Agreement, dated as of December 30, 2005, by and between SGS International, Inc., certain of its subsidiaries as Guarantors, and UBS Securities LLC and Lehman Brothers
Inc. as Initial Purchasers
|               | 
|10.            |  | MATERIAL CONTRACTS                                                                                                                                                                                                    
|               | 
|10.1**         |  | Southern Graphic Systems, Inc. Deferred Compensation Plan Effective April 1, 2006                                                                                                                                     
|               | 
|10.2**         |  | Southern Graphics Inc. Stock Incentive Plan                                                                                                                                                                           
|               | 
|10.3**         |  | Form of Stock Option Agreement for Southern Graphics Inc. Stock Incentive Plan (included in Exhibit 10.2)                                                                                                             
|               | 
|10.4**         |  | Form of Subscription Agreement for Southern Graphics Inc. Stock Incentive Plan (included in Exhibit 10.2)                                                                                                             
|               | 
|10.5**         |  | Amendment, dated as of August 9, 2006, to Employment Agreement between SGS International, Inc. and Henry R. Baughman                                                                                                  
|               | 
|10.6**         |  | Amendment, dated as of August 9, 2006, to Employment Agreement between SGS International, Inc. and Luca C. Naccarato                                                                                                  
|               | 
|10.7**         |  | Agreement, dated as of August 9, 2006, regarding vesting of management investment, between Southern Graphics Inc. and Henry R. Baughman                                                                               
|               | 
|31             |  | CERTIFICATIONS PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002                                                                                                                                              
|               | 
|31.1           |  | Certification of Chief Executive Officer                                                                                                                                                                              
|               | 
|31.2           |  | Certification of Chief Financial Officer                                                                                                                                                                              
|               | 
|32             |  | CERTIFICATIONS PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002                                                                                                                                              



27



---

##### Table of Contents

|               |  |                                                                                                                                                                                                           
|-------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|EXHIBIT NUMBER |  | DESCRIPTION                                                                                                                                                                                               
|               | 
|32.1           |  | Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 [FURNISHED WITH
THIS REPORT]

---

|* | Incorporated by reference to the corresponding Exhibit in the Registrants Registration Statement on Form S-4 filed on May 5, 2006 (File No. 333-133825)
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------

|** | Management contract or compensatory plan or arrangement required to be filed as an exhibit pursuant to Item 601 of Regulation S-K.
|-- | ----------------------------------------------------------------------------------------------------------------------------------



28



---

##### Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly authorized.



|                      |  |                         |  |                                      
|--------------------- |  | ----------------------- |  | -------------------------------------
|                      |  | SGS INTERNATIONAL, INC.
|                      |  |                        
|Date: August 14, 2006 |  | By:                     |  | /s/ HENRY R. BAUGHMAN                
|                      |  |                         |  | Henry R. Baughman                    
|                      |  |                         |  | President and Chief Executive Officer
|                      |  |                         |  | (Principal Executive Officer)        
|                      |  |                        
|Date: August 14, 2006 |  | By:                     |  | /s/ JAMES M. DAHMUS                  
|                      |  |                         |  | James M. Dahmus                      
|                      |  |                         |  | Chief Financial Officer              
|                      |  |                         |  | (Principal Financial Officer)        



29