UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

x (X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended March 31, ~~2010~~2011

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

For the transition period from N/A to N/A

Commission File Number: 000-52116

~~Sound~~Chatter ~~Worldwide~~Box ~~Holdings,~~Call ~~Inc.~~Center Ltd

(Formerly known as Sound Worldwide Holdings, Inc.)

(Name of registrant as specified in its charter)

Delaware	20-5153419
State of Incorporation	IRS Employer Identification No.

~~Unit~~Flat 1E, 14 16/F., ~~Leader~~Block ~~Industrial~~One, ~~Centre~~Kin Ho Ind. Bldg.

Nos. 5714-5924 Au Pui Wan Street, Shatin, N.T.

Hong Kong, China

(Address of principal executive offices)

(852) 2414-1831

(Issuer’s telephone number)

Securities registered under Section 12(b) of the Exchange Act: None

Securities registered under Section 12(g) of the Exchange Act:

Common Stock, $0.0001 par value per share

(Title of Class)

Common Stock, $.0001 Par Value

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ~~Yes~~ o No Yes x No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. ~~Yes o No~~ oYes x No

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 x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o  No ox

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

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 large accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o ~~Accelerated~~Non-accelerated filer o ~~Non-accelerated~~Accelerated filer o Smaller Reporting company x

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

The aggregate market value of voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter, September 30, ~~2009~~2010 was approximately $0.00. Solely for purposes of the foregoing calculation, all of the registrant’s directors and officers as of March 31, 2010, are deemed to be affiliates. This determination of affiliate status for this purpose does not reflect a determination that any persons are affiliates for any other purposes.

~~State~~Solely ~~the~~for ~~number~~purposes of ~~shares~~the ~~outstanding~~foregoing ofcalculation, ~~each~~all of the ~~issuer~~registrant’s ~~classes~~directors ofand ~~equity~~officers ~~securities,~~ as of ~~the~~March ~~latest practicable date: As at July 9~~31, 2010 , ~~there~~are ~~were~~deemed ~~16,416,250~~to ~~shares~~be ~~of Common Stock, $0~~affiliates.~~0001~~ ~~par~~This ~~value~~determination ~~per~~of ~~share~~affiliate ~~issued~~status ~~and~~for ~~outstanding~~this ~~and~~purpose nodoes ~~shares~~not ofreflect ~~preferred~~a ~~stock~~determination ~~$0.0001~~that ~~par~~any ~~value~~persons ~~per~~are ~~share~~affiliates ~~issued~~for ~~and~~any ~~outstanding~~other purposes.

~~Documents~~State ~~Incorporated~~the Bynumber ~~Reference~~of -shares ~~None~~outstanding of each of the issuer’s classes of equity securities, as of the latest practicable date: As at July 14, 2011 , there were 19,516,250 shares of Common Stock, $0.0001 par value per share issued and outstanding and no shares of preferred stock $0.0001 par value per share issued and outstanding.

~~Sound~~Documents ~~Worldwide~~Incorporated ~~Holdings,~~By ~~Inc.~~Reference -None

Chatter Box Call Center Ltd.

(Formerly known as Sound Worldwide Holdings, Inc.)

FORM 10-K ANNUAL REPORT

FOR THE FISCAL YEARS ENDED MARCH 31, ~~2010~~2011 AND ~~2009~~2010

TABLE OF CONTENTS

PART I
ITEM 1.	BUSINESS	1
ITEM 1A.	RISK FACTORS	105
ITEM 1B.	UNRESOLVED STAFF COMMENTS	2112
ITEM 2.	PROPERTIES	216
ITEM 3.	LEGAL PROCEEDINGS	217
ITEM 4.	REMOVED AND RESERVED	217
PART II
ITEM 5.	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	227
ITEM 6.	SELECTED FINANCIAL DATA	2716
ITEM 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	287
ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	4413
ITEM 8.	CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	4513
ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	4513
ITEM 9A.	CONTROLS AND PROCEDURES	4513
ITEM 9B.	OTHER INFORMATION	4614
PART III
ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE.	4715
ITEM 11.	EXECUTIVE COMPENSATION	4916
ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	5320
ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	5421
ITEM 14.	PRINCIPAL ACCOUNTANT FEES AND SERVICES	5421
PART IV
ITEM 15.	EXHIBITS AND FINANCIAL STATEMENT SCHEDULES	5622
	SIGNATURES	5823
	CERTIFICATIONS
	Exhibit 31 – Management certification
	Exhibit 32 – Sarbanes-Oxley Act

CERTIFICATIONS

Exhibit 31 – Management certification
Exhibit 32 – Sarbanes-Oxley Act

FORWARD-LOOKING STATEMENTS

This Annual Report contains certain forward-looking statements regarding management’s plans and objectives for future operations including plans and objectives relating to our planned marketing efforts and future economic performance. The forward-looking statements and associated risks set forth in this Annual Report include or relate to, among other things, (a) our growth strategies, (b) anticipated trends in the mining industry, (c) our ability to obtain and retain sufficient capital for future operations, and (d) our anticipated needs for working capital. These statements may be found under “Management’s Discussion and Analysis or Plan of Operations” and “Business,” as well as in this Annual Report generally. Actual events or results may differ materially from those discussed in forward-looking statements as a result of various factors, including, without limitation, the risks outlined under “Risk Factors” and matters described in this Annual Report generally. In light of these risks and uncertainties, there can be no assurance that the forward-looking statements contained in this Annual Report will in fact occur.

The forward-looking statements herein are based on current expectations that involve a number of risks and uncertainties. Such forward-looking statements are based on assumptions described herein. The assumptions are based on judgments with respect to, among other things, future economic, competitive and market conditions, and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond our control. Accordingly, although we believe that the assumptions underlying the forward-looking statements are reasonable, any such assumption could prove to be inaccurate and therefore there can be no assurance that the results contemplated in forward-looking statements will be realized. In addition, as disclosed elsewhere in the “Risk Factors” section of this annual report, there are a number of other risks inherent in our business and operations which could cause our operating results to vary markedly and adversely from prior results or the results contemplated by the forward-looking statements. Management decisions, including budgeting, are subjective in many respects and periodic revisions must be made to reflect actual conditions and business developments, the impact of which may cause us to alter marketing, capital investment and other expenditures, which may also materially adversely affect our results of operations. In light of significant uncertainties inherent in the forward-looking information included in this annual report, the inclusion of such information should not be regarded as a representation by us or any other person that our objectives or plans will be achieved.

Some of the information in this annual report contains forward-looking statements that involve substantial risks and uncertainties. Any statement in this annual report that is not a statement of an historical fact constitutes a “forward-looking statement”. Further, when we use the words “may”, “expect”, “anticipate”, “plan”, “believe”, “seek”, “estimate”, “internal”, and similar words, we intend to identify statements and expressions that may be forward- looking statements. We believe it is important to communicate certain of our expectations to our investors. Forward-looking statements are not guarantees of future performance. They involve risks, uncertainties and assumptions that could cause our future results to differ materially from those expressed in any forward-looking statements. Many factors are beyond our ability to control or predict. You are accordingly cautioned not to place undue reliance on such forward-looking statements. Important factors that may cause our actual results to differ from such forward-looking statements include, but are not limited to, the risk factors discussed herein.

PART I

As used in this annual report, “we”, “us”, “our”, “~~Sound~~Chatter ~~Worldwide~~Box”, “Company” or “our company” refers to ~~Sound~~Chatter ~~Worldwide~~Box ~~Holdings,~~Call ~~Inc.~~Center ~~and our subsidiaries~~Ltd.

ITEM 1. BUSINESS.

Company History

Chatter Box Call Center Ltd. (Formerly known as Sound Worldwide Holdings, Inc. (the “Company”) and its subsidiaries (together, the “Group”) are principally engaged in manufacturing and trading of denim fabrics and garments. The Group owns production plants in Hong Kong and the People’s Republic of China and its customers are mainly in the United States, Europe and Japan.

Our business operations were conducted through our wholly-owned subsidiary, Sound Worldwide Limited, or SWL, a British Virgin Islands corporation, and its subsidiaries. At the fiscal year ended, March 31, ~~2010~~2011, SWL had one subsidiary, Asian Point Investment Limited, or Asian Point. SWL is holding company. Asian Point Investment Limited ceased operations in 2010.

Organizational History

On We ~~October~~are ~~25, 2007, we merged with Freedom 3, Inc., or Freedom,~~ a ~~Delaware~~holding ~~corporation.~~company Onformed ~~such date, Freedom redeemed 100,000 shares of its common stock, which was all of its issued and outstanding common stock, from its then current stockholder~~ in ~~exchange for 300,000 shares of restricted common stock of~~ the ~~resultant~~state ~~issuer after the merger as per the redemption agreement. Freedom then sold one share~~ of ~~its~~Delaware ~~common~~on ~~stock~~June to26, ~~SWL for $1~~2006.~~00.~~ ~~This~~On ~~resulted in SWL owning 100% of Freedom. SWL and Freedom then entered into a Share Exchange Agreement or the Exchange Agreement, dated~~ October 25, 2007, ~~pursuant~~our topredecessor ~~which~~merged ~~each~~with ~~share~~a ofregistered ~~common~~company, ~~stock and preferred stock of SWL was converted into 350 shares of~~ Freedom’s ~~common stock and one share of Freedom’s preferred stock~~3, ~~respectively and all of the issued and outstanding shares of SWL’s common stock were retired and cancelled~~Inc. ~~This resulted in the stockholders of SWL to become stockholders of Freedom. The previous stockholder of Freedom was then issued 300~~,~~000~~ ~~shares~~or of Freedom ~~as agreed previously. The one share of Freedom’s common stock held by SWL was then cancelled and SWL sold one share of its common stock to Freedom~~, ~~which~~a ~~resulted~~Delaware ~~in Freedom owning 100% of SWL~~corporation. ~~Freedom then changed its name to Sound Worldwide Holdings, Inc.~~

1Through our wholly-owned subsidiary, Sound Worldwide Limited, or Sound Worldwide or SWL, a British Virgins Island corporation, and its subsidiaries, we manufactured and sold denim fabrics and garments from our facilities in Hong Kong and China. SWL’s subsidiary is Asian Point Investment Limited, or Asian Point.

~~Prior~~Through ~~the~~our ~~exchange~~subsidiaries, ~~Freedom~~Sound ~~had~~Worldwide nowas ~~operations~~able ~~and~~to ~~nominal~~produce ~~assets~~various types of fabric and garment products. Additionally, Sound Worldwide was ina garment contractor for a number of well known brands such as GAP, Levis, ECKO, and Giordano. The Company’s products were sold to customers worldwide, with over 50% exported to the ~~development~~U.S. ~~stage~~marketplace and the rest throughout Western Europe and other countries. Sound Worldwide has been devoting resources to enhance its fabric and garment production technology, capacity, efficiency, and flexibility. This is intended to help Sound Worldwide to meet the perceived increasing and changing demand of the textile and garment market.

~~The~~Our ~~following~~Subsidiaries’ ~~summarizes~~Organizational ~~the organizational history and location of our subsidiaries as of March 31, 2010, 2010~~History

	●	Sound Worldwide Limited, or SWL, was formed in July 1999 and was the holding company for Asian Point Investment Limited. SWL is currently the holding company of Asian Point.
	●	Asian Point Investment Limited, or Asian Point, which leases Heyuan Yuenya Weaving Factory in Heyuan, Guangdong Province, was registered in June 1999. Asian Point Investment Limited ceased operations in 2010.

The following summarizes the organizational history:

	●	SWL was formed in July 1999.

	●	Asian Point was registered in China in June 1999.

On October 25, 2007, Freedom 3, Inc. a Delaware corporation (“Freedom 3”), sold one share of its common stock to Sound Worldwide Limited (“Sound Worldwide” or “SWL”) for $1.00 and redeemed 100,000 shares of its common stock from its prior sole stockholder constituting 100% of Freedom 3’s issued and outstanding shares of its common stock prior to the sale, resulting in Sound Worldwide owning 100% of Freedom 3. After the sale and redemption by Freedom 3, Sound Worldwide and Freedom 3 entered into a Share Exchange Agreement, dated October 25, 2007, or Exchange Agreement, pursuant to which each issued and outstanding share of Sound Worldwide’s common stock and preferred stock was converted into 350 shares of Freedom 3’s common stock and preferred stock, respectively, and all of the issued and outstanding shares of Sound Worldwide’s common and preferred stock were retired and cancelled, resulting in Freedom 3 owning 100% of Sound Worldwide (the “Exchange”). This resulted in the stockholders of Sound Worldwide to become stockholders of Freedom 3. The previous stockholder of Freedom was then issued 300,000 shares of Freedom 3 as agreed previously. The one share of Freedom’s common stock held by Sound Worldwide was then cancelled and Sound Worldwide sold one share of its common stock to Freedom 3, which resulted in Freedom 3 owning 100% of Sound Worldwide. Freedom 3 then changed its name to Sound Worldwide Holdings, Inc.

For accounting purposes, the Exchange has been treated as an acquisition of Freedom 3 by Sound Worldwide and as a recapitalization of Sound Worldwide (i.e. a "reverse acquisition"), in which Sound Worldwide was deemed to be the accounting acquirer. As a result of the Exchange, the historical consolidated financial statements of the Company for periods prior to the date of the transaction are those of Sound Worldwide, as the accounting acquirer, and all references to the consolidated financial statements of the Company apply to the historical financial statements of Sound Worldwide prior to the transaction and the consolidated financial statements of the Company subsequent to the transaction. The Company’s shares have been restated retroactively to reflect the share exchange ratio as at the date of the transaction in a manner similar to a stock split.

On May 27, 2008, the Company and SWL, entered into a Share Purchase and Exchange Agreement (the “Exchange Agreement”) with Best Allied, a wholly-owned subsidiary of SWL, and Ms. Ivy S.K. Lam, a director and officer of Best Allied and a stockholder of an aggregate of 6,063,750 shares of the Company’s Common Stock. Pursuant to the Exchange Agreement, at a closing held on May 30, 2008, Ms. Lam purchased from the Company and SWL 10,000 shares of Common Stock of Best Allied owned by SWL, which constituted 100% of the issued and outstanding shares of Best Allied, in exchange for 6,063,750 shares of the Company’s Common Stock held by Ms. Lam, which constituted 100% of the shares of the Company’s Common Stock held by Ms. Lam (the “Exchange”). The effective date of the Exchange is April 1, 2008.

Pursuant to the agreement, Ms. Lam had agreed to the return and cancellation of 6,063,750 shares of our common stock held by her.

As of March 31, 2011, the subsidiaries of the Company include the following:

Sound Worldwide Limited (“SWL”), incorporated in the British Virgin Islands on July 28, 1999, 100% of which is owned by the Company. SWL’s primary business is as an investment holding company;
Asian Point Investment Limited (“Asian Point”), incorporated in the British Virgin Islands on March 26, 1997, 100% of which is owned by the Company. Asian Point’s primary business is manufacturing and trading denim fabrics.

Our major operating subsidiary, Asian Point Investment Limited (“APIL”), has sold out all its plant and equipment. APIL has ceased operation during the year.

On March 31, 2011, Hong Kong Alliance Fund, Limited, a corporation organized and existing under the laws of the Hong Kong with its head office located at 8/F., Gloucester Tower The Landmark 15 Queen’s Road Central HK executed an Agreement to purchase the business of Sound Worldwide Holdings, Inc. , a corporation organized and existing with its head office located at Flat E, 16/F., Block One, Kin Ho Ind. Bldg., Nos. 14-24 Au Pui Wan Street, Shatin, N.T. Hong Kong, China and its subsidiaries, Asian Point Investment Ltd. and Sound Worldwide Ltd. and all their respective assets in return for payment of an aggregate of $250,000 in cash and Promissory Note, the latter secured by a chattel mortgage and financing statement covering the property to be sold hereunder, together with any and all other property acquired during the term of said note and placed in or within the premises. In accordance with the Agreement, the Closing shall occur on or before July 31, 2011

Chatter Box Call Center

Our Board of Directors has determined to revise and develop the business plan to build up and operate a Business and Knowledge Process Outsourced (BPO / KPO) Technology / IT company that will play an active role in the IT / Telecom and Call Center / BPO / KPO Industry.

The call center industry is an emerging industry in the Philippines and business process outsourcing or BPO is regarded, in managements’’ opinion, as one of the fastest growing industries in the world. While the Philippine government is hoping to attract capital to fund infrastructure projects, it is also aiming to bring in more investment in the business process outsourcing (BPO) sector. We believe the Philippines has emerged as a strong rival to India. We believe the Philippine business process outsourcing industry is growing and may soon overtake India as the industry leader with proper funding. Our group’s objectives is to become one of the most viable call center/ business process outsourcing companies in the Philippines, if not globally.

We are recommending the name of the new company to be Chatter Box Call Center Inc. This represents voice and non-voice customer support for all our BPO Clients. We intend to develop an initial 100 seat call center facility to be structured both as a virtual call center as well as being located within the Philippines. Chatter Box Call Center developed the plans, design and engineering of the facility and will be the implementing Systems Integrator and Overall Project Manager for the Project Roll Out.

A Call Center can be found within a company (in-house) or it can be a separate entity that manages calls for an array of clients for a variety of products and services.

In house call centers focus on the product and services their own company offers to consumers and businesses. Aside from the typical office set-up which includes the following departments: Admin., HR., Operations, Finance, etc., they also have an additional area within their premises where stations are set-up to call their clientele or receive calls from existing and new customers. When customers respond to infomercials or choose to place an order from a catalog, for example, they typically call a toll-free 800 number, which gets forwarded to a call center to be answered and processed.

A separate company, on the other hand, handles various Accounts from different clients and/ or companies which, typically, does not have the time nor finances to set-up their own call center facility. Another reason for hiring a call center is cost savings which translates, we believe, to at least 25-35% costs on manpower and facility. Jobs in call centers are typically classified as “Customer Support Representative Inbound” or “Customer Sales Representative Outbound.”

An Inbound Telemarketing position is a low-pressure job because it usually does not involve selling. Generally, this type of job entails:

●	Answering incoming calls
●	Providing information

●	Customer support
●	Order taking; setting up appointments

●	Processing requests for more information

The job title often associated with this type of work is Customer Service Representative. Job responsibilities often include processing orders, preparing correspondence, and fulfilling customer needs to ensure customer satisfaction.

An Outbound Telemarketing position involves:

●	Calling prospects
●	Selling products/ services over the telephone

●	Making collection calls
●	Setting up appointments for a salesperson to make an in person sales call

This type of job has a wide salary range, because people are often compensated in a variety of ways (through salary, commission, and / or bonuses). Chatterbox Call Center will concentrate most of its resources in this area of business which has dramatically larger margins.

Using the latest technology, companies are now creating virtual call centers. In essence, dozens or even hundreds of people work from their homes. Calls to a company (responding to an 800 number, for example) get forwarded to the telesales professionals at remote locations. A virtual call center links the telesales professionals who are working from different locations together with their employer using computers and the Internet.

Offshore Call Center Outsourcing in the Philippines

Cutting costs typically add to profitability, but not if quality of service falls as a result. Offshore call center outsourcing offers as a solution. The Philippines delivers, we believe, service levels, results comparable to any UK or US domestic center at less cost.

The call center industry is an emerging industry in the Philippines and business process outsourcing (or BPO) is regarded as one of the fastest growing industries in the world. We believe that the demand has grown significantly over the years, and we contend, but have not verified, that there over 200,000 local call center agents and industry growth of at least 100% annually due to less expensive labor costs and English proficient agents.

While the Philippine government is hoping to attract capital to fund infrastructure projects, it is also aiming to bring in more investment in the business process outsourcing (BPO) sector, one of the most dynamic industries in the world. With a significant global market share, the Philippines has emerged as a strong rival to India and Canada, both countries with a material presence in this market. Our management contends that due to the strong language skills and high literacy rate of the Philippines population and the country’s youthful demographics, the BPO in the Philippines will increase significantly.

The Philippine business process outsourcing industry is growing by, we believe, as much as 46% annually and may soon overtake India as the industry leader. We have started to see an influx of BPOs and call centers from India registering businesses in the Philippines and setting up operations.

The Chatter Box Call Center group’s objectives is to become one of the most viable call center/ business process outsourcing companies in the Philippines, if not globally.

Introduction to Freedom

SWL was introduced to Freedom by a group of businessmen. It was originated by Mr. Vincent Lau of International Professional Accountants Co. Ltd. of Hong Kong, or IPAC. IPAC has been providing accounting services to Sound Worldwide since the 1990. In 2005, Mr. Lau introduced Sound Worldwide to Mr. Alan Chan of Calgary, Alberta, Canada and indicated that Sound Worldwide wished to become a public company. Subsequently, Mr. Chan introduced Sound Worldwide to Mr. Larry Fortman of Oxford Group of Charlotte, North Carolina. Collectively, the three businessmen assisted Sound Worldwide throughout the whole process in becoming a public company. This included finding it a suitable reporting shell company in the U.S., helping it with its business plan, performing the necessary due diligence prior to introducing it to Freedom, negotiating a merger agreement with Freedom, and helping it throughout the merger process with Freedom.

For providing all of the above services, the group and their nominees were given an opportunity to acquire 2,000,000 shares of Sound Worldwide Holdings, Inc. at a cost of $0.0001 per share. As well, the group is also to receive compensation for other services, such as accounting services, administration and reimbursement for traveling expenses.

Change in Fiscal Year

On December 21, 2007, the Board of Directors of the Company, by unanimous written consent, approved to change the Company’s fiscal year end from December 31st to March 31st.

Our Business

Our Principal Products and Services

Asian Point, our indirectly held subsidiary, was engaged in the manufacturing of denim fabrics in China and in the sale of those fabrics to vendors, such as GAP, Levis, ECKO and Giordano, located throughout the world. Over 50% of our products are exported to the U.S. marketplace and the rest throughout Western Europe and other countries. Asian Point Investment Limited ceased operations in 2010.

Business Objectives

Our business objective is to become a cost-effective denim fabric and garment manufacturer with high quality, competitive prices and a comprehensive product range. We eventually want to expand our market share through advanced production technology, effective cost controls, superior quality control systems, and marketing efforts.

Growth Strategy

To ensure steady growth and income earnings during the future development of the Company, we anticipate implementing the following plans:

Increasing Operations

We intend to acquire state-of-the art machinery that we believe will the increase our production and processing efficiency. We also plan on increasing the number of weaving machines from 50 sets to 100 sets to meet anticipated demand.

We also intend to create a marketing team for the purpose of attracting additional clients. The current channels that we have used to develop our business have been adequate, but we believe an internal marketing team could offer more opportunities, especially in Eastern Europe.

Vertical Integration

Our future plan also includes eventually controlling all of the steps in the production process, from the extraction of raw materials through the manufacture and sale of the final products, known as vertical integration. We believe that a vertically integrated company that controls all of the steps of production, from supplying the raw materials to manufacturing the finished product has a very strong competitive advantage. By being vertically integrated, we would not have to depend on outside entities to add value to our products. We would be able to manage the quality of its product throughout the whole process, which we believe would result in superior products at reasonable price points.

Products and Production

The current machinery installed in our production plants provides flexibility and efficiency for the production processes. We are therefore able to adjust our production schedule in response to the demand of the market and customers, without incurring any significant additional costs or expenses.

Product Characteristics

We are able to provide a number of different types of denim fabrics through special procedures. In recent years, the denim clothing market has become even more fashionable and brand driven. Different denim fabrics are currently manufactured using pigment-dyed, stone-washed, and stretch-and-blend techniques, which produce more varieties of denim fabrics such as ring denim, stretch denim, cowboy corduroy and colored denim (e.g., yellow and green shades).

Significant Suppliers and Clients:

Asian Point’s largest customers accounted for approximately 56% 50%, and 29% of its net sales in fiscal 2010, 2009 and 2008. We do not have any minimum purchase obligations or other contractual obligations with our suppliers. Asian Point Investment Limited ceased operations in 2010.

Market Analysis

Demand for Textiles and Garments

The textile and garment industries have become a basic part of global economics. We believe that the demand for textiles and garments is sensitive to the expenditure behavior of consumers as well as the price point of products but that changes in income do not have any significant effects on consumers’ buying habits of denim products.

World Textile and Garment Demand

Over the past ten years, we believe that the textile and garment industries have played major part of global trade. Based on our experience in these industries, we believe that although world spending on textiles and garments is significant, developed countries do not have the capacity to produce textile and garments to satisfy their demand. We believe that companies in developed countries, such as the U.S. and European countries, are able to satisfy their unmet demand for textiles and garments by importing these products from countries, such as China and Hong Kong, where Production costs are relatively low.

China Textile and Garment Industry

The PRC is one of the world’s largest manufacturers of textiles and garments. According to the PRC’s industrial production figures for December 2006 as prepared by National Bureau of China, total production of textile products is as follow:

Item	Unit	Annual Production	% Change Year
			Over Year
Yarn	10 Thousand Tons	1,001	8.4
Cloth	100 Million Meters	462.37	8.2
Silk Fabric	10 Thousand Meters	781,573	9.6

Production and processing of fabrics have become one of the major businesses in the PRC. In 2006, the PRC’s total export of garments and clothing accessories amount to $81.2 billion, which represents a 7.1% increase from 2005. The textile yarn and fabrics exports totaled $58.4 billion in 2006, which represented a 7.9% increase from 2005.

According to “China Textile Industry Profile: 2006,” in the past, industrial traders in the PRC have mainly exported low to medium grade textiles and garments to Africa, South America and developed countries. This has changed in recent years. The industry has seen an increase in the demand for value added fabrics and textiles consisting of higher grade material.

Under the Tenth Five Year Plan covering 2001 to 2005, which was approved in the fourth meeting of the Ninth PRC National People’s Congress held on March 15, 2001, PRC authorities intended to further expand production levels and upgrade production standards within PRC textile industry.

Factors Contributing to the Development of PRC Textile industry:

● Skilled and inexpensive labor; ● Relatively low value of RMB compared to other currencies; ● Inexpensive raw materials; and ● Relatively low shipment costs.

Prospects for the Textile and Garment Industry in China

China's textile and garment industry has expanded at a significant pace in recent decades. Overall, management estimates that the industry employs around 20 million people directly-plus a large number in support activities-and the sector fulfils a vital role in the Chinese economy. In managements estimation, export sales expanded 42-fold in the 28 years to 2008 to reach US$185 billion more than ten times the value of Chinese textile and garment imports. China has become the world's largest supplier of textiles and garments, and is the largest source of textile and garment imports into the USA, the EU and Japan. China also ranks among the world's largest producers of natural and synthetic fibres, as well as having extensive operations for manufacturing yarns, fabrics and garments. In 2007 alone, management believes garment production amounted to 51 billion pieces.

In managements’ opinion, Chinese manufacturers also account for around half of the world's purchases of textile and garment manufacturing machinery. China's rapid expansion stems from the declaration of an "open door" policy by Deng Xiaoping 30 years ago. Since then a series of reforms has been implemented and international trade and investments have been promoted. In addition, successive Chinese leaders have pursued policies designed to encourage private enterprise and stimulate foreign investment. As a result, the industry is now characterized by ambitious private sector enterprises, which have an entrepreneurial spirit and a mission to expand their presence in international markets while meeting demand from the country's increasingly prosperous population of 1.34 billion people.

Management contends that the industry faces several challenges-including growing competition from Asian countries with lower labour costs, notably Bangladesh and Vietnam. One imperative is to move away from the low cost image which its products have in the global marketplace and to develop recognized international brands. Another imperative is to restructure manufacturing operations into larger units to secure greater economies of scale and generate higher profit margins. Meanwhile, the domestic market holds huge potential for growth and this will underpin future expansion. Also, while the global recession has affected the Chinese economy's short-term prospects, most experts have predicted significant economic growth over the next two years, from which the Chinese textile and garment sector stands to benefit.

Vulnerabilities and risk

It is not contradictory for China to amass a larger share of wealth and power while still suffering from domestic vulnerabilities. In 2010, China textile industry needs to remain vigilant about international pressure for renminbi revaluation. Few questions loom larger with currency strategists this year than whether. China is under growing pressure from its international trading partners, led by the US, Europe and Japan, to let the renminbi rise. Meanwhile, trade barriers and material price rising (e.g. raw materials prices) will affect the export of China's textile industry and further exacerbate competition on textile market.

Hong Kong Textile and Garment Industry

Since 1950, when Hong Kong first emerged as a manufacturing hub, its textile industry has grown steadily. Hong Kong’s textile industry serves not only the local clothing manufacturers, but also those on the Chinese mainland and other offshore production bases. Capitalizing on its experience in textiles manufacturing, many Hong Kong companies are also engaged in trading textiles. Hong Kong’s textiles industry is reputed as a supplier of quality dyed and printed fabrics. It is also a leader in cotton spinning, denim wearing, knit-to-shape panel knitting, and fine-gauge cotton knit manufacturing.

According to the Hong Kong Trade Development Council’s article ‘Profiles of Hong Kong Major Manufacturing Industries’, (January 30, 2007), the textile industry has a total of 889 manufacturing establishments as of September 2006, 10,599 workers, or 7.2% of the local manufacturing workforce. The article also states that textiles industry is one of Hong Kong's major export earners, accounting for 3.1% of total domestic exports in 2006 and that Asia is the main destination for textiles produced in Hong Kong. Approximately 90% of Hong Kong’s textiles remain in the region. The articles further states, that Chinese mainland is the predominant export market, accounting for 70% of Hong Kong’s textile exports in 2006.

Marketing and Business Strategies

Marketing Strategies

China and Hong Kong exports are expected to continue to increase due to China’s entry into the WTO and Closer Economic Partnership Arrangement (“CEPA”) between China and Hong Kong. Since SWL’s main export targets are the United States and the European Union, China’s entry into the WTO has had a positive impact on its competitiveness against other competitors in these markets. Moreover, the CEPA between Hong Kong and China removes tariffs on Hong Kong products, which provides an opportunity for the Hong Kong garment and textile industry to develop its business in the PRC. We will take advantage of these opportunities to develop the Chinese and the world markets by implementing the following marketing strategies:

þ Continue to strengthen relationships with major downstream clients in the United States and Japan. We believe that this will ensure the stability of our sales and prestige when negotiating with new clients.

þ Expand our marketing team for the Eastern European market, including but not limited to Russia), which we believe has huge potential for textile and garment consumption.

þ Develop our marketing network with reputable trading companies, such as Li & Fung Trading Limited, which has a strong textile and garment sales network with international clients. We believe that this will help increase our sales and widen our geographical network.

þ Develop our own garment-retailing network in China. Seeing as Hong Kong textile and garment products are favored by Chinese consumers, we believe that developing our own garment label and retailing network will enhance our profitability.

Business Strategies

Our short-term, mid-term and long-term strategies to implement our business plan are as follows:

Short-Term Strategies (within 5 years)

We intend to take advantage of the opportunities provided by CEPA and trade liberalization of the WTO. In the short term, we intend to focus on increasing our competitiveness by expanding our business in China and Eastern Europe.

Different short-term strategies will be carried out in the Company’s subsidiaries.

Mid-Term Strategies (5 to 7 years)

We intend to change our business nature, we will change to the trading business and have a joint venture with a sizing factory and a shrinkage factory.

Long-Term Strategies (7 years and beyond)

Our long-term strategies are to further increase asset turnover and increase productivity. The long-term business strategies of Asian Point are as follows:

We expect that Asian Point will acquire or engage a retailer in XinTang, which serves as the center of the garment and textile industry in Guangdong province.

Employees

We currently employ 200 persons, five of whom are part of management.

We operate a Mandatory Provident Fund Scheme for all qualifying employees in Hong Kong. The assets of the plan are held separately from those of the Company by the trustees of the plan. We contribute 5% of the relevant payroll costs to the plan, which contribution is matched by employees. The contributions paid by the Company for the fiscal year ended March 31, 2010, 2009 and 2008 were $Nil, $Nil AND $42,579, respectively.

Our employees are not represented by a labor union. We have not experienced work stoppages and consider our employee relations to be good.

Off-Balance Sheet Arrangements

We do not have any 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, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

WHERE YOU CAN FIND MORE INFORMATION

You are advised to read this Form 10-K in conjunction with other reports and documents that we file from time to time with the SEC. In particular, please read our Quarterly Reports on Form 10-Q and Current Reports on Form 8-K that we file from time to time. You may obtain copies of these reports directly from us or from the SEC at the SEC’s Public Reference Room at 100 F. Street, N.E. Washington, D.C. 20549, and you may obtain information about obtaining access to the Reference Room by calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains information for electronic filers at its website http://www.sec.gov.

ITEM 1A - Risk Factors

An investment in our common stock involves a high degree of risk. You should carefully consider the following information about these risks, together with the other information contained in this Annual Report on Form 10-K, before investing in our common stock. If any of the events anticipated by the risks described below occur, our results of operations and financial condition could be adversely affected which could result in a decline in the market price of our common stock, causing you to lose all or part of your investment.

Our Common Stock Is Subject To Penny Stock Regulation

Our shares are subject to the provisions of Section 15(g) and Rule 15g-9 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), commonly referred to as the "penny stock" rule. Section 15(g) sets forth certain requirements for transactions in penny stocks and Rule 15g-9(d)(1) incorporates the definition of penny stock as that used in Rule 3a51-1 of the Exchange Act. The Commission generally defines penny stock to be any equity security that has a market price less than $5.00 per share, subject to certain exceptions. Rule 3a51-1 provides that any equity security is considered to be penny stock unless that security is: registered and traded on a national securities exchange meeting specified criteria set by the Commission; authorized for quotation on the NASDAQ Stock Market; issued by a registered investment company; excluded from the definition on the basis of price (at least $5.00 per share) or the registrant's net tangible assets; or exempted from the definition by the Commission. Since our shares are deemed to be "penny stock", trading in the shares will be subject to additional sales practice requirements on broker/dealers who sell penny stock to persons other than established customers and accredited investors.

FINRA Sales Practice Requirements May Also Limit A Stockholder's Ability To Buy And Sell Our Stock.

In addition to the “penny stock” rules described above, the Financial Industry Regulatory Authority (FINRA) has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer's financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares.

We May Not Have Access To Sufficient Capital To Pursue Our Business And Therefore Would Be Unable To Achieve Our Planned Future Growth.

We intend to pursue a growth strategy that includes development of the Company business and technology. Currently we have limited capital which is insufficient to pursue our plans for development and growth. Our ability to implement our growth plans will depend primarily on our ability to obtain additional private or public equity or debt financing. We are currently seeking additional capital. Such financing may not be available at all, or we may be unable to locate and secure additional capital on terms and conditions that are acceptable to us. Our failure to obtain additional capital will have a material adverse effect on our business.

Failure To Achieve And Maintain Effective Internal Controls In Accordance With Section 404 Of The Sarbanes-Oxley Act Could Have A Material Adverse Effect On Our Business And Operating Results.

It may be time consuming, difficult and costly for us to develop and implement the additional internal controls, processes and reporting procedures required by the Sarbanes-Oxley Act. We may need to hire additional financial reporting, internal auditing and other finance staff in order to develop and implement appropriate additional internal controls, processes and reporting procedures. If we are unable to comply with these requirements of the Sarbanes-Oxley Act, we may not be able to obtain the independent accountant certifications that the Sarbanes-Oxley Act requires of publicly traded companies.

If we fail to comply in a timely manner with the requirements of Section 404 of the Sarbanes-Oxley Act regarding internal control over financial reporting or to remedy any material weaknesses in our internal controls that we may identify, such failure could result in material misstatements in our financial statements, cause investors to lose confidence in our reported financial information and have a negative effect on the trading price of our common stock.

Pursuant to Section 404 of the Sarbanes-Oxley Act and current SEC regulations, beginning with our annual report on Form 10-K for our fiscal period ending December 31, 2009, we will be required to prepare assessments regarding internal controls over financial reporting and beginning with our annual report on Form 10-K for our fiscal period ending December 31, 2009, furnish a report by our management on our internal control over financial reporting. We have begun the process of documenting and testing our internal control procedures in order to satisfy these requirements, which is likely to result in increased general and administrative expenses and may shift management time and attention from revenue-generating activities to compliance activities. While our management is expending significant resources in an effort to complete this important project, there can be no assurance that we will be able to achieve our objective on a timely basis. There also can be no assurance that our auditors will be able to issue an unqualified opinion on management’s assessment of the effectiveness of our internal control over financial reporting. Failure to achieve and maintain an effective internal control environment or complete our Section 404 certifications could have a material adverse effect on our stock price.

In addition, in connection with our on-going assessment of the effectiveness of our internal control over financial reporting, we may discover “material weaknesses” in our internal controls as defined in standards established by the Public Company Accounting Oversight Board, or the PCAOB. A material weakness is a significant deficiency, or combination of significant deficiencies, that results in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected. The PCAOB defines “significant deficiency” as a deficiency that results in more than a remote likelihood that a misstatement of the financial statements that is more than inconsequential will not be prevented or detected.

In the event that a material weakness is identified, we will employ qualified personnel and adopt and implement policies and procedures to address any material weaknesses that we identify. However, the process of designing and implementing effective internal controls is a continuous effort that requires us to anticipate and react to changes in our business and the economic and regulatory environments and to expend significant resources to maintain a system of internal controls that is adequate to satisfy our reporting obligations as a public company. We cannot assure you that the measures we will take will remediate any material weaknesses that we may identify or that we will implement and maintain adequate controls over our financial process and reporting in the future.

Any failure to complete our assessment of our internal control over financial reporting, to remediate any material weaknesses that we may identify or to implement new or improved controls, or difficulties encountered in their implementation, could harm our operating results, cause us to fail to meet our reporting obligations or result in material misstatements in our financial statements. Any such failure could also adversely affect the results of the periodic management evaluations of our internal controls and, in the case of a failure to remediate any material weaknesses that we may identify, would adversely affect the annual auditor attestation reports regarding the effectiveness of our internal control over financial reporting that are required under Section 404 of the Sarbanes-Oxley Act. Inadequate internal controls could also cause investors to lose confidence in our reported financial information, which could have a negative effect on the trading price of our common stock.

As A Result Of Asian Point Investment Limited Ceasing Operations In First Quarter Of Fiscal 2010, We May Be A "Shell" Company And Our Shares Will Subject To Restrictions On Resale.

Upon Asian Point Investments Limited ceasing operations in the first quarter of 2010, we may currently have nominal operations with our assets consisting of cash, and/or cash equivalents. Accordingly, we may be deemed a "shell company" as defined in Rule 12b-2 of the Securities Exchange Act of 1934. If we are deemed a “shell” company, until we are no longer a "shell company," we will file a Form 10 level disclosure, and continue to be a reporting company pursuant to the Securities Exchange Act of 1934, as amended, and for twelve months, shareholders holding restricted, non-registered shares will not be able to use the exemptions provided under Rule 144 for the resale of their shares of common stock. Preclusion from any prospective investor using the exemptions provided by Rule 144 may be more difficult for us to sell equity securities or equity-related securities in the future to investors that require a shorter period before liquidity or may require us to expend limited funds to register their shares for resale in a future prospectus.

Risks Related to the Peoples Republic of China (“PRC”)

Certain political and economic considerations relating to PRC could adversely affect our company.

The PRC is passing from a planned economy to a market economy. The Chinese government has confirmed that economic development will follow a model of market economy under socialism. While the PRC government has pursued economic reforms since its adoption of the open-door policy in 1978, a large portion of the PRC economy is still operating under five-year plans and annual state plans adopted by the government that set down national economic development goals. Through these plans and other economic measures, such as control on foreign exchange, taxation and restrictions on foreign participation in the domestic market of various industries, the PRC government exerts considerable direct and indirect influence on the economy. Many of the economic reforms are unprecedented or experimental for the PRC government, and are expected to be refined and improved. Other political, economic and social factors can also lead to further readjustment of such reforms. This refining and readjustment process may not necessarily have a positive effect on our operations or future business development. Our operating results may be adversely affected by changes in the PRC’s economic and social conditions as well as by changes in the policies of the PRC government, which we may not be able to foresee, such as changes in laws and regulations (or the official interpretation thereof), measures which may be introduced to control inflation, changes in the rate or method of taxation, and imposition of additional restrictions on currency conversion.

The recent nature and uncertain application of many PRC laws applicable to us create an uncertain environment for business operations and they could have a negative effect on us.

The PRC legal system is a civil law system. Unlike the common law system, such as the legal system used in the United States, the civil law system is based on written statutes in which decided legal cases have little value as precedents. In 1979, the PRC began to promulgate a comprehensive system of laws and has since introduced many laws and regulations to provide general guidance on economic and business practices in the PRC and to regulate foreign investment. Progress has been made in the promulgation of laws and regulations dealing with economic matters such as corporate organization and governance, foreign investment, commerce, taxation and trade. The promulgation of new laws, changes of existing laws and the abrogation of local regulations by national laws could have a negative impact on our business and business prospects. In addition, as these laws, regulations and legal requirements are relatively recent, their interpretation and enforcement involve significant uncertainty.

If relations between the United States and China worsen, our stock price may decrease and we may have difficulty accessing the U.S. capital markets.

At various times during recent years, the United States and China have had disagreements over political and economic issues. Controversies may arise in the future between these two countries. Any political or trade controversies between the United States and China could adversely affect the market price of our common stock and our ability to access U.S. capital markets.

Governmental control of currency conversion may affect the value of your investment.

The PRC government imposes controls on the convertibility of Renminbi into foreign currencies and, in certain cases, the remittance of currency out of the PRC. Currently, although the PRC has made certain policy changes, the Renminbi may not a freely convertible currency. Shortages in the availability of foreign currency may restrict our ability to remit sufficient foreign currency to pay dividends, or otherwise satisfy foreign currency denominated obligations. Under existing PRC as of the date of this report, foreign exchange regulations, payments of current account items, including profit distributions, interest payments and expenditures from the transaction, can be made in foreign currencies without prior approval from the PRC State Administration of Foreign Exchange by complying with certain procedural requirements. However, approval from appropriate governmental authorities is required where Renminbi is to be converted into foreign currency and remitted out of China to pay capital expenses such as the repayment of loans and corporate debt obligations denominated in foreign currencies.

The PRC government may also at its discretion restrict access in the future to foreign currencies for current account transactions. If the foreign exchange control system prevents us from obtaining sufficient foreign currency to satisfy our currency demands, we may not be able to pay certain of our expenses as they come due.

It may be difficult to effect service of process and enforcement of legal judgments upon our company and our officers and directors because some of them reside outside the United States.

As our operations are presently based in China and some of our key directors and officers reside outside the United States, service of process on our key directors and officers may be difficult to effect within the United States. Also, substantially all of our assets are located outside the United States and any judgment obtained in the United States against us may not be enforceable outside the United States. We have appointed Norbert Sporns, our Chief Executive Officer and President, as our agent to receive service of process in any action against our company in the United States.

Risks related to Our Business.

Our success is dependent on the success, strategies and reputation of our customers.

Our business is dependent on our customers’ ability to market their brands through multiple channels and multiple price points. Our customers’ products are targeted towards different market segments based on consumer demographics, design, suggested pricing and channel of distribution. If any of our customers decide to ‘‘reposition’’ its products under its brands, introduce similar products under similar brand names or otherwise change the parameters of design, pricing, distribution, target market or competitive set, we could experience a significant downturn in that customer’s business, adversely affecting our sales and profitability. In addition, as products may be personally associated with designers or celebrities, our sales of those products could be materially and adversely affected if any of those individuals’ image, reputation or popularity were to be negatively impacted.

There is substantial doubt about our ability to continue as a going concern.

Note 1b in our financial statements for the year ended March 31, 2010 contains explanatory paragraphs expressing substantial doubt about our ability to continue as a going concern. Asian Point Investment Limited, a major subsidairy, has sold out all its plant and equipment at a loss of US$1,108,946 resulting to a net financial loss of US$2,370,460 during the year. Asian Point Investment Limited has ceased operation during the year. To continue our growth and to fund our expansion plans we will require additional funding or merger with an entity that can provide capital. There can be no assurance that we will be able to obtain such financing or close a merger on beneficial terms, if at all.

If we are unable to successfully translate market trends into attractive product offerings, our sales and profitability could suffer.

Our ability to successfully compete depends on a number of factors, including our ability to effectively anticipate, gauge and respond to changing consumer demands and tastes across multiple product lines and tiers of distribution. We are required to translate market trends into attractive product offerings and operate within substantial production and delivery constraints. We cannot be sure we will continue to be successful in this regard.

Expansion of our product offerings involves significant costs and uncertainty and could adversely affect our results of operations.

An important part of our strategy is to expand the territories in which we sell our products. We intend to continue to add additional product lines in the future. As is typical with new products and new territories, demand and market acceptance for any new products we introduce will be subject to uncertainty. Producing and marketing new products require substantial expenditures. We cannot be certain that our efforts and expenditures will successfully generate sufficient sales or that sales that are generated will be sufficient to cover our expenditures.

If our customers change their buying patterns, request additional allowances or change or develop their own production facilities, our sales to these customers could be materially adversely affected.

Our customers’ buying patterns, as well as the need to provide additional allowances to vendors, could have a material adverse effect on our business, results of operations and financial condition. Customers’ strategic initiatives, including changing or developing their own production facilities and reducing the number of vendors they purchase from, could also impact our sales to these customers.

We have significant customer concentration, and the loss of one of our subsidiaries’ large customers could adversely affect our business.

Asian Point’s largest customers accounted for 31.42% of our net sales in fiscal 2010. We do not have long-term contracts with any customers, and sales to customers generally occur on an order-by-order basis that may be subject to cancellation or rescheduling by the customer. A decision by our major customers to decrease the amount of merchandise purchased from us, to increase the use of their own private label brands or to change the manner of doing business with us could reduce our revenues and materially adversely affect our results of operations. Asian Point Investment Limited ceased operations in 2010.

If we miscalculate the market for our products, we may end up with significant excess inventories for some products and missed opportunities for others.

We often produce garments to hold in inventory in order to meet our customers’ delivery requirements and to be able to quickly fulfill reorders. If we misjudge the market for our products, we may be faced with significant excess inventories for some products and missed opportunities for others. In addition, weak sales and resulting markdown requests from customers could have a material adverse effect on our results of operations.

We are dependent upon outside suppliers.

All of our products are purchased from independent suppliers. The failure of these suppliers to ship products to us in a timely manner or to meet required quality standards could cause us to miss the delivery date requirements of our customers. The failure to make timely deliveries could cause customers to cancel orders, refuse to accept delivery of products or demand reduced prices, any of which could have a material adverse effect on our business. We do not have long-term written agreements with any of our suppliers. As a result, any of these suppliers may unilaterally terminate its relationship with us at any time.

We are also dependent on these suppliers for compliance with our policies and the policies of our customers regarding labor practices employed by factories that produce product for us. Any failure by these suppliers to comply with required labor standards or any other divergence in their labor or other practices from those generally considered ethical in the United States, and the potential negative publicity relating to any of these events, could harm us and our reputation which could result in a loss of customers.

Fluctuations in the price, availability and quality of materials used in our products could have a material adverse effect on our cost of goods sold and our ability to meet our customers’ demands.

Fluctuations in the price, availability and quality of the materials used in our products could have a material adverse effect on our cost of sales or our ability to meet our customers’ demands. We compete with numerous entities for supplies of materials. The prices for denim and other fabrics used in our products depend largely on the market prices for the raw materials used to produce them, such as raw wool or cotton, which are vulnerable, in part, to natural disasters. We may not be able to pass on all or any portion of higher material prices to our customers.

We depend on inexpensive labor to produce our products. Our failure to retain our employees could decrease our output and harm our business.

The production of textiles is labor-intensive. We depend on inexpensive labor available in the Guangdong province of China. However, there are signs of a labor shortage in the Guangdong province. Due to the development of other provinces in China, there are fewer migrant workers in Guangdong. In order for us to retain our current staff and add additional staff, the Company will have to offer a moderately higher wage. It is important for us to expand our human capital to achieve the goal of increasing competitiveness.

Our failure to comply with environmental and production safety regulations would harm our business operations.

Our production facilities are located in Hong Kong and China and are subject to the environmental and production regulations of those areas. The main pollutants resulting from production in the manufacturing factory are noise and dust particles to the surrounding areas. To tackle this problem, we have taken necessary measures during the setting up of our manufacturing plant to minimize the level of noise, so that it is aligned with the requirements of the applicable environmental laws and regulations. In addition, we carry out regular on-site environmental testing to ensure that our operations comply with regulatory requirements and standards. In regards to our production safety issues, we take strict measures that comply with the production safety regulations of the PRC and Hong Kong. These production audits ensure reasonable working conditions and an adherence to western labor laws. The failure of us to maintain compliance with applicable environmental and safety laws and regulations could cause a temporary shut down of our operations which would delay shipments, divert management’s attention from our business and cause us to incur applicable fees and penalties, all or any of which would harm or operations.

Risk Factors Relating to the Apparel Industry

The competitive nature of the apparel industry may result in lower prices for our products and decreased gross profit margins.

The apparel business is highly competitive. We have numerous competitors with respect to the production and sale of apparel, including distributors that import apparel from abroad and domestic retailers with established foreign manufacturing capabilities. Many of our competitors have greater financial and marketing resources and greater manufacturing capacity than we do. We also compete with vertically integrated apparel manufacturers that also own retail stores. The general availability of contract manufacturing capacity also allows ease of access by new market entrants. The competitive nature of the apparel industry may result in lower prices for our products and decreased gross profit margins, either of which may materially adversely affect our sales and profitability. Sales of our products are affected by style, price, quality, brand reputation and general fashion trends.

If major department, mass merchant and specialty store chains continue to consolidate, our business could be negatively affected.

We sell our products to major department, mass merchant and specialty store chains. Continued consolidation in the retail industry, such as the recent purchase of May Department Store Company by Federated Department Stores, Inc., could negatively impact our business. Consolidation could reduce the number of our customers and potential customers. With increased consolidation in the retail industry, we are increasingly dependent on retailers whose bargaining strength may increase and whose share of our business may grow. As a result, we may face greater pressure from these customers to provide more favorable terms. If purchasing decisions become more centralized, the risks from consolidation would increase. Customers may also concentrate purchases among a narrowing group of vendors. This could adversely affect our business.

The cyclical nature of the apparel industry and uncertainty over future economic prospects and consumer spending could have a materially adverse effect on our results of operations.

The apparel industry is cyclical. Purchases of outerwear, sportswear and other apparel tend to decline during recessionary periods and may decline for a variety of other reasons, including changes in fashion trends and the introduction of new products or pricing changes by our competitors. Uncertainties regarding future economic prospects could affect consumer-spending habits and have an adverse effect on our results of operations. Uncertainty with respect to consumer spending as a result of weak economic conditions has in the past caused our customers to delay the placing of initial orders and to slow the pace of reorders during the seasonal peak of our business. Weak economic conditions have had a material adverse effect on our results of operations at times in the past and could have a material adverse effect on our results of operations in the future as well.

The significant increase in fuel prices could adversely affect our results of operations.

Fuel prices have increased significantly during the past few years. Increased gasoline prices could adversely affect consumer spending, including discretionary spending on apparel. In addition, higher fuel prices could cause our operating expenses to increase, especially with respect to warehousing and freight. Any significant decrease in sales or increase in expenses as a result of higher fuel prices could adversely affect our results of operations.

If new legislation restricting the importation or increasing the cost of textiles and apparel produced abroad is enacted, our business could be adversely affected.

Legislation that would restrict the importation or increase the cost of textiles and apparel produced abroad has been periodically introduced in the U.S. Congress. The enactment of new legislation or international trade regulation, or executive action affecting international textile or trade agreements, could adversely affect our business. International trade agreements that can provide for tariffs and/or quotas can increase the cost and limit the amount of product that can be imported.

The quota system established by the World Trade Organization was eliminated on December 31, 2004. We cannot be certain of the full impact that this elimination will have on international trade in general and the apparel industry in particular. We also cannot be certain of the impact of quota elimination on our business, including increased competition that could result from the importation of an increasing amount of lower priced apparel into the United States. Notwithstanding quota elimination, China’s accession agreement for membership in the WTO provides that WTO member countries, including the United States, may re-impose safeguard quotas on specific products. In May 2005, the United States imposed unilateral quotas on several product categories, limiting growth in imports of these categories to 7.5% a year. The safeguard quotas in several categories have been extended by the United States government and will likely continue through 2008. These limitations apply to a limited number of products imported by us from China. We are unable to assess the potential for additional action by the United States government with respect to these or other product categories in the event that the quantity of imported apparel significantly disrupts the apparel market in the United States. Additional action by the United States in response to a disruption in its apparel markets could limit our ability to import apparel and increase our costs.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None

ITEM 2. PROPERTIES

The Company has operating lease agreements principally for its office facilities. The leases have remaining terms of 3 to 24 months. Rental expense was $36,557 and $25,454 for the years ended March 31, 2010 and 2009, respectively.Nil

~~Future minimum lease payments under non-cancellable operating lease agreements as of March 31, 2010 were as follows:~~6

			$
Year ending March 31,
2011			92,400
2012			23,100
Total			115,500

In general, all facilities are in good condition and are operating at capacities that range from 80% to 100%. All facilities are leased under operating leases. In comparison to similar facilities in the area, we believe the terms of the lease are fair, and the monthly lease rate is at or below the cost for comparable space.

ITEM 3. LEGAL PROCEEDINGS

We are currently not involved in any litigation that we believe could have a materially adverse effect on our financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our company’s or our company’s subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.

ITEM 4. REMOVED AND RESERVED

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON STOCK, RELATED STOCKHOLDER MATTERS AND ISSUERS PURCHASES OF EQUITY SECURITIES.

Under our Certificate of Incorporation, we are authorized to issue an aggregate of 110,000,000 shares of capital stock, of which 100,000,000 are shares of common stock, par value $0.0001 per share, or Common Stock and 10,000,000 are preferred stock, par value $0.0001 per share, or Preferred Stock. As of March 31, ~~2010~~2011, 1519,~~646~~516,250 shares of our common stock are issued and outstanding, and there are approximately 70 holders of record of our Common Stock.

Common Stock

Pursuant to our bylaws, our common stock is entitled to one vote per share on all matters submitted to a vote of the stockholders, including the election of directors. Except as otherwise required by law or provided in any resolution adopted by our board of directors with respect to any series of preferred stock, the holders of our common stock possess all voting power. Generally, all matters to be voted on by stockholders must be approved by a majority (or, in the case of election of directors, by a plurality) of the votes entitled to be cast by all shares of our common stock that are present in person or represented by proxy, subject to any voting rights granted to holders of any preferred stock. Holders of our common stock representing one-percent (1%) of our capital stock issued, outstanding and entitled to vote, represented in person or by proxy, are necessary to constitute a quorum at any meeting of our stockholders. A vote by the holders of a majority of our outstanding shares is required to effectuate certain fundamental corporate changes such as liquidation, merger or an amendment to our Certificate of Incorporation. Our Certificate of Incorporation do not provide for cumulative voting in the election of directors.

Subject to any preferential rights of any outstanding series of preferred stock created by our board of directors from time to time, the holders of shares of our common stock will be entitled to such cash dividends as may be declared from time to time by our board of directors from funds available therefore.

Subject to any preferential rights of any outstanding series of preferred stock created from time to time by our board of directors, upon liquidation, dissolution or winding up of our company, the holders of shares of our common stock will be entitled to receive, on a pro rata basis, all assets of our company available for distribution to such holders.

In the event of any merger or consolidation of our company with or into another company in connection with which shares of our common stock are converted into or exchangeable for shares of stock, other securities or property (including cash), all holders of our common stock will be entitled to receive the same kind and amount of shares of stock and other securities and property (including cash), on a pro rata basis.

Holders of our common stock have no pre-emptive rights, no conversion rights and there are no redemption provisions applicable to our common stock.

Preferred Stock

Our Certificate of Incorporation authorizes our board of directors to issue up to 10,000,000 shares of preferred stock in one or more designated series, each of which shall be so designated as to distinguish the shares of each series of preferred stock from the shares of all other series and classes. Our board of directors is authorized, within any limitations prescribed by law and our Certificate of Incorporation, to fix and determine the designations, rights, qualifications, preferences, limitations and terms of the shares of any series of preferred stock including but not limited to the following:

(a) the rate of dividend, the time of payment of dividends, whether dividends are cumulative, and the date from which any dividends shall accrue;

(b) whether shares may be redeemed, and, if so, the redemption price and the terms and conditions of redemption;

(d) sinking fund or other provisions, if any, for the redemption or purchase of shares of preferred stock;

(e) the terms and conditions on which shares of preferred stock may be converted, if the shares of any series are issued with the privilege of conversion;

(f) voting powers, if any, provided that if any of the preferred stock or series thereof shall have voting rights, such preferred stock or series shall vote only on a share for share basis with our common stock on any matter, including but not limited to the election of directors, for which such preferred stock or series has such rights; and

(g) subject to the above, such other terms, qualifications, privileges, limitations, options, restrictions, and special or relative rights and preferences, if any, of shares or such series as our board of directors may, at the time so acting, lawfully fix and determine under the laws of the State of Delaware.

In the event of issuance, the preferred stock could be utilized, under certain circumstances, as a method of discouraging, delaying or preventing a change in control of our company. Although there are no shares of preferred stock currently issued and outstanding and we have no present intention to issue any shares of preferred stock, no assurance can be given that it will not do so in the future.

Holders of Our Preferred Stock

As of March 31, ~~2010~~2011, we had 0 holders of record of our preferred stock.

Illiquid Trading Market

Our common stock trades on the OTC Bulletin Board under the symbol “~~SWWH~~CXLL.OB” However, since our registration statement on Form S-1 became effective on April 23, 2008, no active trading market for sellers or buyers has developed for our common stock except for some brief trading in October, 2010 where our stock price closed as high as $0.10 but subsequently returned to its current price of $0.05.

We consider our stock to be “thinly traded” and the fact that there are no reported sale prices for our common stock may not be a true market-based valuation of the stock. Some of the bid quotations from the OTC Bulletin Board set forth below may reflect inter-dealer prices, without retail mark-up, markdown or commission and may not represent actual transactions.

The Securities and Exchange Commission has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00, other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or quotation system. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock, to deliver a standardized risk disclosure document prepared by the SEC, that: (a) contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading; (b) contains a description of the broker's or dealer's duties to the customer and of the rights and remedies available to the customer with respect to a violation to such duties or other requirements of Securities' laws; (c) contains a brief, clear, narrative description of a dealer market, including bid and ask prices for penny stocks and the significance of the spread between the bid and ask price; (d) contains a toll-free telephone number for inquiries on disciplinary actions; (e) defines significant terms in the disclosure document or in the conduct of trading in penny stocks; and (f) contains such other information and is in such form, including language, type, size and format, as the Securities and Exchange Commission shall require by rule or regulation. The broker-dealer also must provide, prior to effecting any transaction in a penny stock, the customer with: (a) bid and offer quotations for the penny stock; (b) the compensation of the broker-dealer and its salesperson in the transaction; (c) the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and (d) monthly account statements showing the market value of each penny stock held in the customer's account. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a suitably written statement.

These disclosure requirements may have the effect of reducing the trading activity in the secondary market for our stock if it becomes subject to these penny stock rules. Therefore, if our common stock becomes subject to the penny stock rules, stockholders may have difficulty selling those securities.

As of March 31, ~~2010~~2011, there were approximately 70 record holders of our common stock. .

Securities Authorized for Issuance Under Equity Compensation Plans.

On March 9, 2009 we instituted and put into place the 2009 Stock Incentive Plan. The Plan’s termination date is December 14, 2019. A description of the Plan was included in a Form S-8 Registration Statement filed with the Securities and Exchange Commission on March 9, 2009. The purpose of the 2009 Stock Incentive Plan of is to further align the interests of employees, directors and non-employee Consultants with those of the stockholders by providing incentive compensation opportunities tied to the performance of the Common Stock and by promoting increased ownership of the Common Stock by such individuals. The Plan is also intended to advance the interests of the Company and its stockholders by attracting, retaining and motivating key personnel upon whose judgment, initiative and effort the successful conduct of the Company’s business is largely dependent.

The Plan shall be administered by a Committee comprised of one or more members of the Board, or if no such committee exists, the Board. The Committee shall have the right, from time to time, to delegate to one or more officers of the Company the authority of the Committee to grant and determine the terms and conditions of Awards granted under the Plan, subject to the requirements of state law and such other limitations as the Committee shall determine. The maximum aggregate number of shares of Common Stock that may be issued and sold under all Awards granted under the Plan is Six Million (6,000,000) shares. Shares of Common Stock issued and sold under the Plan may be either authorized but unissued shares or shares held in the Company’s treasury.

All Eligible Persons are eligible to be designated by the Committee to receive Awards and become Participants under the Plan. The Committee has the authority, in its discretion, to determine and designate from time to time those Eligible Persons who are to be granted Awards, the types of Awards to be granted and the number of shares of Common Stock or units subject to Awards granted under the Plan. In selecting Eligible Persons to be Participants and in determining the type and amount of Awards to be granted under the Plan, the Committee shall consider any and all factors that it deems relevant or appropriate.

259

The Plan allows for the Company to issue stock options as well as common stock. A Stock Option may be granted to any Eligible Person selected by the Committee and shall be designated, in the discretion of the Committee, as an Incentive Stock Option. The exercise price per share of a Stock Option shall not be less than 85 percent of the Fair Market Value of the shares of Common Stock on the Date of Grant, provided that the Committee may in its discretion specify for any Stock Option an exercise price per share that is higher than the Fair Market Value on the Date of Grant, except that the price shall not be less than 110 percent of the Fair Market Value in the case of any person who owns securities possessing more than 10 percent of the total combined voting power of all classes of securities of the Company.

Share Purchase Warrants

We have not issued and do not have outstanding any warrants to purchase shares of our common stock.

Options

We do not have any outstanding exercisable for shares of our common stock.

Convertible Securities

We have not issued and do not have outstanding any securities convertible into shares of our common stock or any rights convertible or exchangeable into shares of our common stock.

Dividend Policy

We may never pay any dividends to our shareholders. We did not declare any dividends for the year ended March 31, ~~2010~~2011. Our Board of Directors does not intend to distribute dividends in the near future. The declaration, payment and amount of any future dividends will be made at the discretion of the Board of Directors, and will depend upon, among other things, the results of our operations, cash flows and financial condition, operating and capital requirements, and other factors as the Board of Directors considers relevant. There is no assurance that future dividends will be paid, and if dividends are paid, there is no assurance with respect to the amount of any such dividend.

Transfer Agent

Our transfer agent is Continental Stock Transfer, 17 Battery Place, New York, NY 10004

Telephone: (212) 509-4000.

Recent Sales of Unregistered Securities

None.

ITEM 67. ~~SELECTED~~ MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL ~~DATA~~CONDITION AND RESULTS OF OPERATIONS.

~~While~~CAUTIONARY ~~not~~STATEMENTS ~~required~~REGARDING ~~for~~FORWARD-LOOKING ~~small business issuers, the following information has been summarized from financial information included elsewhere and should be read in conjunction with such financial statements and notes thereto.~~INFORMATION

~~The~~Management’s ~~table~~Discussion ~~below~~and ~~summarizes~~Analysis ~~(i)~~contains ~~our~~various ~~audited~~“forward ~~balance~~looking ~~sheet~~statements” atwithin ~~March~~the 31meaning of Section 21E of the Securities Exchange Act of 1934, ~~2010~~as amended, regarding future events or the future financial performance of the Company that involve risks and ~~2009~~uncertainties. Certain statements included in this Form 10-Q, including, without limitation, statements related to anticipated cash flow sources and ~~(ii)~~uses, ~~our~~and ~~statement~~words including but not limited to “anticipates”, “believes”, “plans”, “expects”, “future” and similar statements or expressions, identify forward looking statements. Any forward-looking statements herein are subject to certain risks and uncertainties in the Company’s business and any changes in current accounting rules, all of ~~operations~~which ~~for~~may be beyond the ~~audited~~control ~~years~~of ~~ended~~the ~~March~~Company. 31The Company adopted at management’s discretion, ~~2010~~the most conservative recognition of revenue based on the most astringent guidelines of the SEC. Management will elect additional changes to revenue recognition to comply with the most conservative SEC recognition on a forward going accrual basis as the model is replicated with other similar markets (i.e. SBDC). The Company’s actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, ~~2009~~including ~~and~~those ~~2008~~set forth therein.

	As at:
	March 31, 2009 (Audited)		March 31, 2009 (Audited)
Balance Sheet:
Cash	$	30,837	$	7,989
Total Assets	$	1,035,646	$	3,576,294
Total Liabilities	$	242,949	$	587,750
Total Stockholders’ Equity	$	793,152	$	2,988,544

	For the Year Ended:
	March 31, 2010 (Audited)		March 31, 2009 (Audited)		March 31, 2008 (Audited)
Statement of Operations:
Revenue	$	2,280,608	$	4,227,552	$	17,652,601
Net (Loss)/Income	$	(2,370,460)	$	(380,290)	$	1,500,424
(Loss)/Earnings Per Share of Common Stock	$	(0.15)	$	(0.03)		0.08

Forward-looking statements involve risks, uncertainties and other factors, which may cause our actual results, performance or achievements to be materially different from those expressed or implied by such forward-looking statements. Factors and risks that could affect our results and achievements and cause them to materially differ from those contained in the forward-looking statements include those identified in the section titled “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended March 31, 2011, as well as other factors that we are currently unable to identify or quantify, but that may exist in the future.

27In addition, the foregoing factors may affect generally our business, results of operations and financial position. Forward-looking statements speak only as of the date the statement was made. We do not undertake and specifically decline any obligation to update any forward-looking statements.

~~ITEM~~The ~~7. MANAGEMENT'S~~following ~~DISCUSSION~~discussion ~~AND~~of ~~ANALYSIS~~our OFfinancial ~~FINANCIAL~~condition ~~CONDITION~~and ~~AND~~results ~~RESULTS~~of OFoperations ORshould ~~PLAN~~be OFread ~~OPERATION~~in conjunction with our unaudited financial statements and related notes appearing elsewhere in this report.

~~The~~Organizational ~~following~~History ~~is management’s discussion~~ and analysis of certain significant factors that have affected our financial position and operating results during the periods included in the accompanying consolidated financial statements, as well as information relating to the plans of our current management. This report includes forward-looking statements. Generally, the words “believes,” “anticipates,” “may,” “will,” “should,” “expect,” “intend,” “estimate,” “continue,” and similar expressions or the negative thereof or comparable terminology are intended to identify forward-looking statements. Such statements are subject to certain risks and uncertainties, including the matters set forth in this report or other reports or documents we file with the Securities and Exchange Commission from time to time, which could cause actual results or outcomes to differ materially from those projected. Undue reliance should not be placed on these forward-looking statements which speak only as of the date hereof. We undertake no obligation to update these forward-looking statements.Operations

~~The~~We ~~following~~are ~~discussion~~a ~~and~~holding ~~analysis~~company ~~should~~formed bein ~~read~~the instate ~~conjunction~~of ~~with~~Delaware ~~our~~on ~~consolidated~~June ~~financial~~26, ~~statements~~2006. ~~and~~On ~~the~~October ~~related~~25, ~~notes~~2007, ~~thereto~~our ~~and~~predecessor ~~other~~merged ~~financial~~with ~~information~~a ~~contained~~registered ~~elsewhere~~company, inFreedom ~~this~~3, ~~Form~~Inc., ~~10-K~~or Freedom, a Delaware corporation.

Overview

Business Operations

We are a holding company formed in the state of Delaware. On October 25, 2007, we merged with a registered company, Freedom 3, Inc., or Freedom, a Delaware corporation.

Through our wholly-owned subsidiary, Sound Worldwide Limited, or Sound Worldwide or SWL, a British Virgins Island corporation, and its subsidiaries, we manufactured and sold denim fabrics and garments from our facilities in Hong Kong and China. SWL’s subsidiary is Asian Point Investment Limited, or Asian Point.

Through our subsidiaries, Sound Worldwide was able to produce various types of fabric and garment products. Additionally, Sound Worldwide was a garment contractor for a number of well known brands such as GAP, Levis, ECKO, and Giordano. The Company’s products were sold to customers worldwide, with over 50% exported to the U.S. marketplace and the rest throughout Western Europe and other countries. Sound Worldwide has been devoting resources to enhance its fabric and garment production technology, capacity, efficiency, and flexibility. This is intended to help Sound Worldwide to meet the perceived increasing and changing demand of the textile and garment market.

28bring in more investment in the business process outsourcing (BPO) sector, one of the most dynamic industries in the world. With a significant global market share, the Philippines has emerged as a strong rival to India and Canada, both countries with a material presence in this market. Our management contends that due to the strong language skills and high literacy rate of the Philippines population and the country’s youthful demographics, the BPO in the Philippines will increase significantly.

~~Our~~The ~~Subsidiaries’~~Philippine ~~Organizational~~business ~~History~~process outsourcing industry is growing by, we believe, as much as 46% annually and may soon overtake India as the industry leader. We have started to see an influx of BPOs and call centers from India registering businesses in the Philippines and setting up operations.

The ~~following~~Chatter ~~summarizes~~Box Call Center group’s objectives is to become one of the ~~organizational~~most ~~history:~~viable call center/ business process outsourcing companies in the Philippines, if not globally.

	●	SWL was formed in July 1999.
	●	Asian Point was registered in China in June 1999.

LIQUIDITY AND CAPITAL RESOURCES

~~Business~~Operating ~~Objective~~Activities

~~Our~~Gross ~~business~~Revenue ~~objective~~will isbe tosupported ~~become~~by athe ~~cost-effective~~continued ~~denim~~expansion ~~fabric~~of ~~and~~the ~~garment~~number ~~manufacturer~~of ~~with~~seats ~~high~~operating ~~quality,~~in ~~competitive~~the ~~prices~~call center, awhich ~~comprehensive~~is ~~product~~slated ~~range~~to ~~and~~commence ~~eventually~~with ~~expand~~500 ~~the market share by advanced production technology~~seats, ~~effective~~increasing ~~cost~~500 ~~control~~seats ~~techniques,~~per ~~superior~~year ~~quality~~to ~~control~~reach ~~system~~2,500 ~~strong~~seats ~~marketing effort~~by ~~and~~the ~~excellent~~5th ~~management~~year ~~experience~~of operation.

~~Market Forecast1~~11

~~Whereas~~Since itthe islast ~~expected~~two ~~that~~quarters, ~~world~~a ~~spending~~comprehensive onCRM ~~textiles~~– ~~and~~Customer ~~garments~~Relationship ~~will~~Management ~~continue~~Software tohas ~~increase~~been byimplemented 4% to 5%help ~~per~~better ~~year~~streamline ~~due~~operations toand ~~the~~contact ~~economic~~management. ~~growth~~Additionally, new aspects of ~~developed~~management ~~countries~~have been fulfilled, ~~the~~adding ~~industry~~to ~~expects~~upper ~~textile~~management and ~~garment~~advisory ~~exports~~roles ~~from~~as ~~China~~Chief Operating Officer, Corporate Finance and ~~Hong~~Marketing. Further, ~~Kong~~there ~~will~~has ~~increase~~been byprogress ~~more~~made ~~than~~in 5%the ~~per~~area ~~year~~of offering mobile application marketing services to our list of BPO services. We have begun marketing and advertising for new business as of January 1, 2011.

~~China:~~Lastly, we are engaged in later stage discussions involving merger/acquisition EBITDA positive candidates that have synergistic value to over BPO business plan objectives.

~~China~~SIGNIFICANT ~~enters~~ACCOUNTING ~~Word Trade Organization (WTO)~~POLICIES

~~Due~~Basis to PRC’s entry into the WTO in December 2001, the average tariff rates on imported textiles have dropped from approximately 22% - 25 % pre-WTO entry to approximately 14% -16% in 2005. Pursuant to the Agreement on Textile and Clothing (ATC) implemented under the WTO, the historic quota system imposed by other counties on the importing of PRC textile products on select product categories has been phased out in 2005. This is expected to continue to boost the textile processing and manufacturing volumes in the PRC as well as the export of clothing manufactured in the PRC.presentation

~~1 Source:~~The ~~CEPA-A~~accompanying ~~Survey~~consolidated offinancial ~~Garment~~statements ~~Shoppers~~have been prepared in ~~Southern~~accordance with generally accepted accounting principles in the United States of America, ~~Central~~which require management to make estimates and ~~Western~~assumptions ~~China,~~that ~~2004~~affect the reported amounts of assets and ~~CEPA-~~liabilities Aand ~~Survey~~disclosure of ~~Garment~~contingent ~~Shoppers~~assets inand ~~Eastern~~liabilities, at the date of the financial statements and ~~Northern~~reported ~~China,~~amount ~~2004~~of revenues and expenses during the reporting period.

29Consolidation

~~Hong~~The ~~Kong:~~consolidated financial statements include the accounts of Sound Worldwide Holdings, Inc. and its subsidiaries. All significant inter-company balances and transactions have been eliminated in consolidation.

~~Benefits~~The results of subsidiaries acquired or disposed of during the period are included in the consolidated income statement from ~~China’s~~the ~~entry~~effective date of acquisition or up to ~~WTO~~the effective date of disposal.

The complete removal of quotas worldwide under the ATC has and is expected to speed up the rationalization of globalize clothing manufacturing. Clothing production in the Asian region is set to expand. As such, Hong Kong’s textiles export to other Asian markets, particularly the PRC, is anticipated to increase in the future. China’s entry into the WTO is widely believed to offer good opportunities for Hong Kong’s textiles industry. Quota elimination on imports of China-origin textiles from trade liberalization encourages Hong Kong manufacturers to shift more of their production to the mainland, thereby enhancing their cost competitiveness. On the other hand, China’s commitment to further opens its domestic market facilitates Hong Kong’s textiles manufacturers and traders contemplating or expanding sales in the Chinese market. Together with steady improvements in the general living standard in the PRC, it is anticipated that demand for foreign made clothing will increase in the PRC market.

Closer Economic Partnership Agreement (CEPA)

The Mainland and Hong Kong Closer Economic Partnership Arrangement (CEPA) was brought into effect in June 2003. A total of 50 Hong Kong-made textile items, subject to the CEPA’s rules of origin, enjoy duty-free access to the Chinese mainland as of January 1, 2004, whereas non-Hong Kong made counterparts will remain subject to tariffs ranging from 5 to 18.7%. Eligible items include products under HS codes defined by the Mainland Customs. In 2006, management estimates Hong Kong’s domestic exports of these eligible items to the mainland amounted to about $464 million.

Chinese textile and garment consumption trend towards Hong Kong products

According to a survey taken by Hong Kong Trade Development Council on consumption trend of textile and garment in China, the result concluded that Chinese consumers have a strong desire for Hong Kong textile and garment products, seeing that the average spending on textile and garment products is $406.50 per person in the PRC.

Industry Trends

China2

China's textile industry has returned to a regular growth after the period of high-speed growth which followed the country's entry into the World Trade Organization (WTO). According to the latest statistics jointly issued by the Industry Department and the Statistics Centre of the China National Textile and Apparel Council (CNTAC), in the nine months ended December 31, 2007 versus the same period ended December 31, 2006, the operation of China's textile industry demonstrated steady growth of production, slower export growth and change of growth method, import volume reduction.

Several factors influenced the operations of the industry. Firstly, the growing demand in China and abroad. In 2007, the demand on the international market is steady; developing countries in Asia and Africa have become the new engine for the increase in the textile industry's export. Statistics show that China is export to the United States increased 27.11% in the nine months ended December 31, 2007 versus the same period in 2006; that to the 25 countries of the EU, up 26.67%; Japan, up 4.11%; and that to African countries increased rapidly to 38.55% and 40.1%, respectively, contributing 25% to the country's export growth. At the same time, the domestic demand remained strong. The output value for domestic sales of large textile enterprises accounted for 74.86% of the total industrial sales output value, 17.3% higher than that in the same period of last year.

Secondly, the adjustment and upgrading of industrial structure have started taking effect. China's textile industry has achieved consistent improvement of equipment in the nine months in 2007 versus the same period in 2006. Its total import of textile machinery and parts reached US$3.172 billion in January-August, rising 21.81% year over year. The per capita labor productivity of large textile enterprises rose 22% year over year.

2 Source: tdctrade.com article, “Textile Industry’s Growth Steady in 1st Three Quarters,” (December 3, 2007)

Hong Kong3

According to the Hong Kong Trade Development Council’s article ‘Profiles of Hong Kong Major Manufacturing Industries’, (January 30, 2007), in recent years, with rising production costs inflated in part by stringent environmental regulations, Hong Kong's textiles manufacturers have established offshore production facilities in low-cost countries, particularly on the Chinese mainland and in Southeast Asian countries. A few companies have also set up offshore production in Latin America, including Mexico, to take advantage of preferential treatments allowed by trade agreements between these countries and their trading partners, typically the US.

In the face of fierce competition in the global market, Hong Kong's textiles industry is moving up-market to supply sophisticated textile products with original designs. Today, the operation of the textiles industry in Hong Kong is focused on higher value-added activities such as sales and marketing, quality control, designs and development while offshore plants are specialized in lower value-added operations.

The textiles industry has invested heavily in capital-intensive and advanced machinery to keep up with the latest technology know-how. Advanced production technologies are sourced mostly from vendors from Germany, Switzerland and Japan. Modern machinery has been widely adopted by local manufacturers. As such, Hong Kong textiles manufacturers are able to offer a wide range of fibers and fabrics to clients.

Product Trends4

Cotton remains the preferred fiber for most consumers. Europeans, in particular, are enthusiastic about the environmentally friendly properties of biodegradable natural fibers. Consumers also tend to buy more manmade fiber fabrics, particularly polyester and polyester blends. The growth in demand for polyester is partly due to the technical improvements achieved over the last few years, particularly in respect of moisture absorption.

In addition, innovative new fibers and fabrics have buoyed demand in many different areas. The successful fabrics which appear to have answered the needs of consumers include the wrinkle-free, water-resistant, more washable, soft-stretch fabrics and environmental friendly. For example, cellulosic fibers, including viscose, lyocell and acetate, have gained greater popularity.

Microfibers have been getting more and more attention. The major benefits of textile products made of microfibers are its light in weight and superior performance in keeping warm. In the field of furnishings, microfibers are more often used in the area of decorative fabrics and drapery.

Additional Challenges

The following are additional challenges facing our company:

● Signs of a labor shortage in Guangdong Province

In the last few years, there have been signs of a labor shortage in the Guangdong Province in the PRC due to the rapid development of other parts of China. Due to the fact that textile and garment manufacturing is relatively labor intensive, a shortage of labor could cause an increase in production costs and weaken our profitability.

● Appreciation of the Renminbi (RMB) versus the U.S. Dollar

Other than increasing production costs in China, the appreciation of the RMB, the currency of mainland China, against foreign currencies, mainly the U.S. Dollar, could harm the competitiveness of China-made textile and garment products. The U.S. Dollar has been currently depreciating against the RMB and other foreign currencies, making it more expensive for U.S. importers of foreign goods. As the value of the RMB increases against other currencies of major exporting partners, buyers would turn to other countries to manufacture lower priced products.

3 Source: Hong Kong Trade Development Council’s article ‘Profiles of Hong Kong Major Manufacturing Industries’, (January 30, 2007),

4 Source: Hong Kong Trade Development Council’s article ‘Profiles of Hong Kong Major Manufacturing Industries’, (January 30, 2007),

Strengths, Weakness, Opportunities and Threats (SWOT) Analysis and Control Policies

SWOT Analysis

We believe our Strengths, Weaknesses, Opportunities and Targets (SWOT) are the following:

Strengths:

● Advanced production facilities:

Our newly acquired weaving machinery and technology for production meet market standards.

● Experienced management team:

We employ a professional management team with substantial experience in the denim fabrics industry, particularly in terms of applying advanced technology to improve product quality and production efficiency.

● Excellent quality of product with a good reputation:

We believe we maintain an excellent quality of product in order to uphold our reputation amongst our globally recognized name brands and clients. Our quality control standards have always been strictly enforced.

● Solid distribution network:

We are a holding company formed in the state of Delaware. On October 25, 2007, we merged with a registered shell company, Freedom 3, Inc., or Freedom, a Delaware corporation.

Through our wholly-owned subsidiary, Sound Worldwide Limited, or Sound Worldwide or SWL, a British Virgins Island corporation, and its two subsidiaries, we manufacture and sell denim fabrics and garments from our facilities in Hong Kong and China.

Through our subsidiaries, Sound Worldwide is able to produce various types of fabric and garment products. Additionally, Sound Worldwide is a garment contractor for a number of well known brands such as GAP, Levis, ECKO, and Giordano. The Company’s products are sold to customers worldwide, with over 50% exported to the U.S. marketplace and the rest throughout Western Europe and other countries. Sound Worldwide has been devoting resources to enhance its fabric and garment production technology, capacity, efficiency, and flexibility. This is intended to help Sound Worldwide to meet the perceived increasing and changing demand of the textile and garment market.

Weaknesses:

● Non-diversified geographical marketing:

Although have a number of well-known clients, sales of our products is limited to the U.S., Western Europe and Japan. We believe we need to diversify our sales to different geographic locations so that fluctuation in sales will be minimized. These fluctuations are generally caused by economic downturns and a change in preferences for garments and textiles.

● Insufficient production backup:

Our production chain, from raw materials to textiles and garments, requires separated production backups of weaving (sizing factories) and shrinking (shrinkage factories). Currently, we out-source these operations to our affiliates. Future concerns regarding stability in production timing and quality control may not allow us to operate at our full potential.

Opportunities:

● China entry to WTO

Following China’s entry into the WTO, average tariff rates on imported textiles have dropped from approximately 22%-25 % pre-WTO entry to approximately 14% - 16% in 2005. Eventually, these tariffs will be eliminated sometime in the future. Moreover, the Agreement on Textile and Clothing (ATC) implemented under the WTO in 2005 phased out the historic quota system imposed by other counties on the importing of certain PRC textile products. This is expected to continue to boost textile processing and manufacturing volumes in the PRC.

● Opportunities of CEPA

The PRC and Hong Kong Closer Economic Partnership Arrangement (CEPA) was concluded in June 2003. Subject to the CEPA’s rules of origin, Hong Kong products have enjoyed duty-free access to the Chinese mainland since January 2004, whereas non-Hong Kong made counterparts have remained subject to tariffs ranging from 5%-18.7%. This has provided a comparative advantage to our products against foreign-made textiles and garments.

Policies

In order to mitigate any damages to the future prospects of the Company, which may result from the industry and product trends and other threats and weaknesses previously outlined, we intend to implement the following policies:

● Expand the sales and marketing teams in order to develop Eastern European markets. We believe that this should allow product sales to diversify into different geographical areas.

● Acquiring more advanced equipment to transform our operations from labor-intensive to capital intensive. This should not only allow us to avoid the effects of increased production costs caused by lack of labor, but also enhance the efficiency of production.

● Vertical integration to provide stability as well as improve our profitability by reducing our margins.

● We anticipate putting in place currency hedging strategy so that fluctuations in the RMB or U.S. dollar should not have a significant effect on our profitability.

We believe that the above-mentioned control policies, to a large extent, should minimize the volatility of the threats and weaknesses encountered by SWL. However, to the extent consumers replace, rather than supplement, their purchases of garments made from cotton fibers with synthetic fibers, we will be further pressured to decrease our margins in order to be profitable.

Revenue Recognition Policies

We recognize revenue when goods are delivered and the customer takes ownership and assumes risk of loss, collections of the relevant receivable is probable, persuasive evidence of an arrangement exists and the sales price is fixed or determinable.

Sales of goods represent the invoiced value of goods, net of sales returns, trade discounts and allowances.

Critical Accounting Policies

The Company’s consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America, which require management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities, at the date of the financial statements and reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. Management uses its best judgment in valuing these estimates and may, as warranted, solicit external professional advice and other assumptions believed to be reasonable. In addition, other companies may utilize different estimates, which may impact the comparability of our results of operations to those of companies in similar businesses. The following critical accounting policies, some of which are impacted significantly by judgments, assumptions and estimates, affect the Company’s consolidated financial statements.

Revenue Recognition

The Company ~~recognizes~~recognized revenue when the following fundamental criteria are met: (i) persuasive evidence that an arrangement exists, (ii) delivery has occurred, (iii) our price to the customer is fixed or determinable and (iv) collection of the resulting accounts receivable is reasonably assured. These criteria are usually met at the time of product shipment. The Company does not recognize revenue until all customer acceptance requirements have been met and no significant obligations remain, when applicable. Customer purchase orders and/or contracts are generally used to determine the existence of an arrangement. Shipping documents are used to verify product delivery. WeThe ~~assess~~Company assesses whether a price is fixed or determinable based upon the payment terms associated with the transaction and whether the sales price is subject to refund or adjustment. WeThe ~~assess~~Company assesses the ~~collectibility~~collectability of ~~our~~the accounts receivable based primarily upon the creditworthiness of the customer as determined by credit checks and analysis, as well as the customer’s payment history.

Sales of ~~goods~~Goods represent the invoiced ~~value~~values of goods, net of sales returns, trade discounts and allowances. The Company records reductions to revenue for estimated product returns and pricing adjustments in the same period that the related revenue is recorded. The amount of these reductions is based on historical sales returns, analysis of credit memo data, and other factors known at the time.

Trade Accounts Receivable

Accounts receivable are stated at original amount less allowance made for doubtful receivables, if any, based on a review of all outstanding amounts at the year end. An allowance is also made when there is objective evidence that the ~~Company~~Group will not be able to collect all amounts due according to original terms of receivables. Bad debts are written off when identified. ~~They~~ doThe Group extends unsecured credit to customers in the normal course of business and believes all accounts receivable in excess of the allowances for doubtful receivables to be fully collectible. The Group does not accrue interest on trade accounts receivable.

Inventory

Inventories, which primarily consist of yarns, denim fabrics, garments and other textile materials and products, are stated at the lower of cost or market. Cost is determined by the first-in, first-out method. Write down of potentially obsolete or slow-moving inventory is recorded based on management’s assumptions about future demand and market conditions.

Income Taxes

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

Share-based Compensation

Effective January 1, 2006, the Group adopted Statements of Financial Accounting Standards (“SFAS”) No. 123R, Share-Based Payment (“SFAS No. 123R”). Under SFAS No. 123R, the Group measures the cost of employee and consultant services received in exchange for an award of equity instruments based on the grant-date fair value of the award and recognizes the costs over the period the employee or consultant is required to provide service in exchange for the award, which generally is the vesting period.

Share-based compensation expense of $149,686, $17,214 & $nil for the years ended March 31 2010, 2009 and 2008, respectively. Since share-based compensation is not tax deductible in Hong Kong, the PRC and the United States, no related tax benefit has been recognized.

Recently Issued Accounting Pronouncements

In December 2007, the FASB issued SFAS No. 141(R), “Business Combinations” and SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements – an amendment to ARB No. 51”. SFAS No. 141(R) and SFAS No. 160 require most identifiable assets, liabilities, noncontrolling interests and goodwill acquired in a business combination to be recorded at “full fair value” and require noncontrolling interests (previously referred to as minority interest) to be reported as a component of equity, which changes the accounting for transactions with noncontrolling interest holders. Both statements are effective for periods beginning on or after December 15, 2008, and earlier adoption is prohibited. SFAS No. 141(R) will be applied to business combinations occurring after the effective date. SFAS No. 160 will be applied prospectively to all noncontrolling interests, including any that arose before the effective date. The Company does not expect the initial adoption of SFAS No. 160 will have a material effect on the Company’s consolidated financial statements.

In March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities”, which requires enhanced disclosures about an entity’s derivatives and hedging activities. This Statement is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008. Since SFAS No. 161 only provides for additional disclosure requirements, management assessed that there will be no impact on the results of operations and financial position.

In January 2010, the Financial Accounting Standards Board (“FASB”) issued guidance to amend the disclosure requirements related to recurring and nonrecurring fair value measurements. The guidance requires new disclosures on the transfers of assets and liabilities between Level 1 (quoted prices in active market for identical assets or liabilities) and Level 2 (significant other observable inputs) of the fair value measurement hierarchy, including the reasons and the timing of the transfers. Additionally, the guidance requires a roll forward of activities on purchases, sales, issuance, and settlements of the assets and liabilities measured using significant unobservable inputs (Level 3 fair value measurements). The guidance became effective for us with the reporting period beginning January 1, 2010, except for the disclosure on the roll forward activities for Level 3 fair value measurements, which will become effective for us with the reporting period beginning July 1, 2011. Other than requiring additional disclosures, adoption of this new guidance did not have a material impact on our financial statements. See Note 6 – Fair Value Measurements.

On July 1, 2009, we adopted guidance issued by the FASB on business combinations. The guidance retains the fundamental requirements that the acquisition method of accounting (previously referred to as the purchase method of accounting) be used for all business combinations, but requires a number of changes, including changes in the way assets and liabilities are recognized and measured as a result of business combinations. It also requires the capitalization of in-process research and development at fair value and requires the expensing of acquisition-related costs as incurred. We have applied this guidance to business combinations completed since July 1, 2009.

On July 1, 2009, we adopted guidance issued by the FASB that changes the accounting and reporting for non-controlling interests. Non-controlling interests are to be reported as a component of equity separate from the parent’s equity, and purchases or sales of equity interests that do not result in a change in control are to be accounted for as equity transactions. In addition, net income attributable to a non-controlling interest is to be included in net income and, upon a loss of control, the interest sold, as well as any interest retained, is to be recorded at fair value with any gain or loss recognized in net income. Adoption of the new guidance did not have a material impact on our financial statements.

On July 1, 2009, we adopted guidance on fair value measurement for nonfinancial assets and liabilities, except for items that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually). Adoption of the new guidance did not have a material impact on our financial statements.

Recent Accounting Guidance Not Yet Adopted

In October 2009, the FASB issued guidance on revenue recognition that will become effective for us beginning July 1, 2010, with earlier adoption permitted. Under the new guidance on arrangements that include software elements, tangible products that have software components that are essential to the functionality of the tangible product will no longer be within the scope of the software revenue recognition guidance, and software-enabled products will now be subject to other relevant revenue recognition guidance. Additionally, the FASB issued guidance on revenue arrangements with multiple deliverables that are outside the scope of the software revenue recognition guidance. Under the new guidance, when vendor specific objective evidence or third party evidence for deliverables in an arrangement cannot be determined, a best estimate of the selling price is required to separate deliverables and allocate arrangement consideration using the relative selling price method. The new guidance includes new disclosure requirements on how the application of the relative selling price method affects the timing and amount of revenue recognition. We believe adoption of this new guidance will not have a material impact on our financial statements.

In June 2009, the FASB issued guidance on the consolidation of variable interest entities, which is effective for us beginning July 1, 2010. The new guidance requires revised evaluations of whether entities represent variable interest entities, ongoing assessments of control over such entities, and additional disclosures for variable interests. We believe adoption of this new guidance will not have a material impact on our financial statements.

Basis of Presentation

Prior to its merger with SWL on October 25, 2007, Freedom was a reporting shell company with no operations and nominal operations. The sole founder and stockholder of Freedom funded Freedom’s pre-merger operations from such stockholder’s personal funds. Therefore, the Results of Operations in this MD&A for the fiscal years ended March 31, 2007 and March 31, 2006 and the three and nine months ended December 31, 2007 and 2006 (pro forma) reflect the consolidated business assets and operations of Sound Worldwide. We believe such information is beneficial to potential investors in order to allow them to make an informed investment decision in our common stock.

Results of Operations

Comparison of Results of Operations for the Fiscal Years Ended March 31, 2009 and 2008

Revenues

Our revenues decreased from $4,227,552 in the fiscal year ended March 31, 2009 to $2,280,608 in the fiscal year ended March 31, 2010. The decrease was mainly attributable a decrease in sales volume.

Cost of Revenues

For the fiscal year ended March 31, 2010, our total cost of revenues decreased to $2,242,917 from $3,907,813 for the fiscal year ended March 31, 2009. This decrease was primarily due to the decrease in sales volume.

Gross Profit

Our gross profit amount decreased from $319,739 for the fiscal year ended March 31, 2009 to $37,691for the fiscal year ended March 31, 2010. The decreased gross profit percentage was mainly due to the change in sales mix, in which more lower margin products were manufactured and sold for the fiscal year ended March 31, 2010 than for the same period of 2009.

Operating Expenses

Our total operating expenses (selling, general & administrative expenses (SG&A)) for the fiscal year ended March 31, 2010 increased from $407,199 for the fiscal year ended 2009 to $1,267,925 for the fiscal year ended 2010. These increase can be primarily contributed to the expenses related to share based compensation

Loss on disposal of plant and equipment

We incurred a loss on disposal of plant and equipment of $1,108,046 for the fiscal year ended 2010. The loss was a result of a major operating subsidiary, Asian Point Investment Limited, selling out all its plant and equipment at a loss of resulting to a net financial loss of US$2,370,460 during the year.

(Loss)/Income from Operations

Our loss from operations for the fiscal years ended March 31, 2010 was $2,339,180 compared to a loss from operations of $87,412 for the fiscal year ended March 31, 2009. The decrease was primarily due to the disposal of plant and equipment and increase in selling, general & administrative expenses.

Net (Loss)/Income

We had net loss of $2,370,460 for the fiscal year ended March 31, 2010 as compared to net loss of $380,290 for the fiscal year ended March 31, 2009. The decrease was primarily due to the disposal of plant and equipment and increase in selling, general & administrative expenses..

Accounts Receivable

Accounts receivable, decreased from $1,538,779 as of March 31, 2009 to $494,650 as of March 31, 2010. This decrease was primarily due to a decrease in revenue.

Inventories

At March 31, 2010, we had $nil in inventories, compared to $137,260 at March 31, 2009. Our inventories consist of raw materials, products which are work-in-progress, and finished goods. No inventories were written off in 2010 and 2009

Liquidity and Capital Resources

Prior to the merger with SWL on October 25, 2007, Freedom was a reporting shell company with no operations and nominal operations. For accounting purposes, we treated our acquisition of SWL as a recapitalization of our company. As a result, we treat the historical financial information of SWL as our historical financial information. The sole founder and stockholder of Freedom funded Freedom’s pre-merger operations from such stockholder’s personal funds.

Our primary liquidity and capital resource needs are to finance the costs of our operations and to make capital expenditures. To date, we have financed our business operations through our banking facility and loans from officers and directors. We believe we will have adequate liquidity through the next twelve months to operate our business and to meet our cash requirements.

Comparison of Liquidity for the Fiscal Years Ended March 31, 2010 and 2009

Net cash provided by operating activities totaled used in operating activities decreased to $173,506 for the year ended March 31, 2010 from $1,051,352 generated from operating activities for the year ended March 31, 2009. This change is primarily attributable to The decrease was primarily due to the disposal of plant and equipment.

Net cash used in investing activities totaled $510,721for the year ended march 31, 2010 compared to ($390,272) for the year ended March 31, 2009. The difference is due to disposal of plant and equipment.

Net cash used in financing activities totaled $314,233 for the year ended March 31, 1010 compared to $941,581 for year ended March 31, 2009.The difference is due to no borrowings from bank.

Impact of Inflation and Changing Prices

We were not impacted by inflation during the past two fiscal years in any material respect. Interest rate hikes have increased the rental cost of our vault cash. As the interest rates increase and vault cash costs increase, this will have a less favorable impact on our income.

Off Balance Sheet Arrangements

None.

Other Considerations

There are numerous factors that affect the business and the results of its operations. Sources of these factors include general economic and business conditions, federal and state regulation of business activities, the level of demand for product services, the level and intensity of competition in the health drink industry, and the ability to develop new services based on new or evolving technology and the market's acceptance of those new services, the Company’s ability to timely and effectively manage periodic product transitions, the services, customer and geographic sales mix for any particular period, and our ability to continue to improve our infrastructure including personnel and systems to keep pace with the Company’s anticipated rapid growth.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We do not hold any derivative instruments and do not engage in any hedging activities

ITEM 8. FINANCIAL STATEMENTS

The financial statements and related notes are included as part of this report as indexed in the appendix beginning on page F-1.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

None.

ITEM 9A. CONTROLS AND PROCEDURES

a) Evaluation of Disclosure Controls and Procedures

Our Chief Executive Officer and Chief Financial Officer evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures as of the end of the period covered by this report were effective such that the information required to be disclosed by us in reports filed under the Securities Exchange Act of 1934 is (i) recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms and (ii) accumulated and communicated to the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding disclosure. A controls system cannot provide absolute assurance, however, that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.

Our Chief Executive Officer and Chief Financial Officer are responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States.

Management’s report on internal control over financial reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting for our company. In order to evaluate the effectiveness of internal control over financial reporting, management has conducted an assessment, including testing, using the criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Telephone’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance of achieving their control objectives. Furthermore, smaller reporting companies face additional limitations. Smaller reporting companies employ fewer individuals and find it difficult to properly segregate duties. Often, one or two individuals control every aspect of the Company's operation and are in a position to override any system of internal control. Additionally, smaller reporting companies tend to utilize general accounting software packages that lack a rigorous set of software controls

Based on our assessment, under the criteria established in Internal Control – Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control -- Integrated Framework, management has concluded that the Company maintained effective internal control over financial reporting as of ~~December~~March 31, ~~2009~~2011.

This annual report does not include an attestation report of our independent registered public accounting firm over management’s assessment regarding internal control over financial controls due to a transition period established by rules of the SEC for non-accelerated filers.

b) Changes in Internal Control over Financial Reporting.

During the year ended March 31, ~~2010~~2011, there was no change in our internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B. OTHER INFORMATION

None.

4614

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.

Director and Executive Officer

Set forth below is information regarding the Company’s current directors and executive officers. There are no family relationships between any of our directors or executive officers. The directors are elected annually by stockholders. The executive officers serve at the pleasure of the Board of Directors.

Person and Position:	Age:	SWL Director Since:
Roger Kwok Wing Fan — Chief Executive Officer and Chairman	48	July 1999
Tony Ka Kin Chui — Chief Financial Officer	54	—
Hung Man To — Operation Director and Director	48	February 2007
Mei Ling Szeto —Secretary	46	—

Management and Director Biographies

Roger K. W. Fan

Chief Executive Officer, President and Chairman

Mr. Roger K. W. Fan has been serving as the Chief Executive Officer and Chairman of Sound Worldwide Holdings, Inc. since the Effective Date and as President since May 20, 2008. From the Effective Date to November 14, 2007, Mr. Fan also served as the President of Sound Worldwide Holdings, Inc. Mr. Fan has been serving as the President and Chairman of SWL since its inception in July 1999. Since 1997, he was the Chairman of Asian Point. Mr. Fan has over 20 years of experience in textile industry, starting with his family’s textile manufacturing company, Yin Kee Weaving Factory. Mr. Fan also serves as a Director of Yin Kee Weaving Factory, Ltd.

Tony Ka Kin Chui

Chief Financial Officer

Mr. Chui has been serving as the Chief Financial Officer of Sound Worldwide Holdings, Inc. since the Effective Date and of SWL since its inception in July 1999. From 1984 to 1987, Mr. Chui served as the Accounts Executive of China Dyeing Works Ltd. From 1987 to 1991, Mr. Chui served as the Factory Manager of Tak Po Printing Factory Ltd. From 1991 to 1999, Mr. Chui served as the Sales Manager of Deep Success Industrial Ltd.

Hung Man To

Operation Director and Director

Mr. Hung Man To has been serving as the Operation Director and Director of Sound Worldwide Holdings, Inc. since the Effective Date and of SWL since 2007. From 1987 to 2001, Mr. To served as the Operation Manager of Fordcan Industries Ltd. From 2001 to January, 31, 2007 he served as General Manager of SWL.

Mei Ling Szeto

Secretary

Ms. Szeto has been serving as the Secretary of Sound Worldwide Holdings, Inc. since the Effective Date and of SWL since its inception in July 2009. Miss Szeto has over 20 years of experience in textile industry during her employment with Po Lung Garment Manufacturing Ltd., from 1981 to 1983 as Secretary. From 1983 to 199l served as Secretary of Telly Weaving & Dyeing Factory Ltd., From 1992 to 2000 served as Secretary of Yin Kee Weaving Factory Ltd., and from 2000 to now as Director of Yin Kee Weaving Factory Ltd. From 1997 to now as Director of Asian Point Investment Ltd.

Family Relationships amongst Directors and Officers:

Mei Ling Szeto, the Company’s Secretary, is the spouse of Roger Kwok Wing Fan, the Company’s Chief Executive Officer and Chairman of the Board.

Compliance with Section 16(a) of the Securities Exchange Act of 1934

Section 16(a) of the Exchange Act requires the Company’s directors and officers, and persons who beneficially own more than 10% of a registered class of the Company’s equity securities, to file reports of beneficial ownership and changes in beneficial ownership of the Company’s securities with the SEC of Forms 3, 4 and 5. Officers, directors and greater than 10% stockholders are required by SEC regulation to furnish the Company with copies of all Section 16(a) forms they file.

The Company is aware that all filings of Form 4 and 5 required of Section 16(a) of the Exchange Act of Directors, Officers or holders of 10% of the Company's shares have not been timely.

Code of Ethics

We have adopted a Code of Ethics and Code of Business Conduct that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, and persons performing similar functions in that our officers and directors serves in all the above capacities. The Code of Ethics and Code of Business Conduct are attached to the annual statement for the year ended March 31, 2008 as Exhibits 14.1 and 14.2 respectively.

ITEM 11. EXECUTIVE COMPENSATION

Summary Compensation Table

The following table sets forth for the year ended March 31, ~~2010~~2011 and ~~2009~~2010 compensation awarded to, paid to, or earned by, the Chief Executive Officer, and our other most highly compensated executive officers whose total compensation during the last fiscal year exceeded $100,000, if any.

~~2010 and 2009 SUMMARY COMPENSATION TABLE~~16

Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compensation-ion ($)	Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)	All Other Compensation-ion ($)	Total ($)
Roger Kwok Wing Fan	2010	46,428	0	0	0	0	0	0	46,428
	2009	43,254	0	0	0	0	0	0	43,254

2011 and 2010 SUMMARY COMPENSATION TABLE

2010 and 2009 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE

Name and Principal Position	Year	Salary ($)		Bonus ($)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)	All Other Compensation ($)	Total ($)

Roger Kwok Wing Fan	2011	NIL		0	0	0	0	0	0	46,428
	2010		46,428	0	0	0	0	0	0	43,254

	Option Awards					Stock Awards
	Number of Securities Underlying Unexercised Options (#)	Number of Securities Underlying Unexercised Options (#)	Equity Incentive Plan Awards: Number of Securities Underlying Unexercised	Option		Number of Shares or Units of Stock That	Market Value of Shares or Units of Stock That	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That
Name	Exercisable	Unexercisable	Unearned Options (#)	Exercise Price ($)	Option Expiration Date	Have Not Vested (#)	Have Not Vested ($)	Have Not Vested (#)	Have Not Vested ($)
Roger Kwok Wing Fan	0	0	0	0	0	0	0	0	0
	0	0	0	0	0	0	0	0	0

2011 and 2010 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE

		Option Awards										Stock Awards
Name	Year	Number of Securities Underlying Unexercised Options (#)		Number of Securities Underlying Unexercised Options (#)		Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options		Option Exercise Price ($)		Option Expiration		Number of Shares or Units of Stock That Have Not Vested (#)		Market Value of Shares or Units of Stock That Have Not Vested ($)		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)
		Exercisable		Unexercisable
Roger Kwok Wing Fan	2011		0		0		0		0		0		0		0		0		0
	2010		0		0		0		0		0		0		0		0		0

2010 and 2009 OPTION EXERCISES AND STOCK VESTED TABLE

Name	Year	Plan Name	Number of Years Credited Service (#)		Present Value of Accumulated Benefit ($)		Payments During Last Fiscal Year ($)
Roger Kwok Wing Fan	2011			0		0		0
	2010			0		0		0

~~2007 and 2006 PENSION BENEFITS TABLE~~17

Name	Year	Plan Name	Number of Years Credited Service (#)	Present Value of Accumulated Benefit ($)	Payments During Last Fiscal Year ($)
Roger Kwok Wing Fan	2010		0	0	0
	2009		0	0	0

2011 and 2010 NONQUALIFIED DEFERRED COMPENSATION TABLE

2010 and 2009 NONQUALIFIED DEFERRED COMPENSATION TABLE


Name	Year	Executive Contributions in Last Fiscal Year ($)		Registrant Contributions in Last Fiscal Year ($)		Aggregate Earnings in Last Fiscal Year ($)		Aggregate Withdrawals / Distributions ($)		Aggregate Balance at Last Fiscal Year-End ($)
Roger Kwok Wing Fan	2011		0		0		0		0		0
	2010		0		0		0		0		0

Name	Year	Executive Contributions in Last Fiscal Year ($)	Registrant Contributions in Last Fiscal Year ($)	Aggregate Earnings in Last Fiscal Year ($)	Aggregate Withdrawals / Distributions ($)	Aggregate Balance at Last Fiscal Year-End ($)
Roger Kwok Wing Fan	2010	0	0	0	0	0
	2009	0	0	0	0	0

2011 and 2010 DIRECTOR COMPENSATION TABLE

2010 and 2009 DIRECTOR COMPENSATION TABLE


Name	Year	Fees Earned or Paid in Cash ($)		Stock Awards ($)		Option Awards ($)		Non-Equity Incentive Plan Compensation ($)		Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)		All Other Compensation ($)		Total ($)
Roger Kwok Wing Fan	2011		0		0		0		0		0		0		0
	2010		0		0		0		0		0		0		0

Name	Year	Fees Earned or Paid in Cash ($)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)	All Other Compensation ($)	Total ($)
Roger Kwok Wing Fan	2010	0	0	0	0	0	0	0
	2009	0	0	0	0	0	0	0

2011 and 2010 ALL OTHER COMPENSATION TABLE

Name	Year	Perquisites and Other Personal Benefits ($)		Tax Reimbursements ($)		Insurance Premiums ($)		Company Contributions to Retirement and 401(k) Plans ($)		Severance Payments / Accruals ($)		Change in Control Payments / Accruals ($)		Total ($)
Roger Kwok Wing Fan	2011		0		0		0		0		0		0		0
	2010		0		0		0		0		0		0		0

~~2010 and 2009 ALL OTHER COMPENSATION TABLE~~18

Name	Year	Perquisites and Other Personal Benefits ($)	Tax Reimbursements ($)	Insurance Premiums ($)	Company Contributions to Retirement and 401(k) Plans ($)	Severance Payments / Accruals ($)	Change in Control Payments / Accruals ($)	Total ($)
Roger Kwok Wing Fan	2010	0	0	0	0	0	0	0
	2009	0	0	0	0	0	0	0

2011 and 2010 PERQUISITES TABLE

2010 and 2009 PERQUISITES TABLE

Name	Year	Personal Use of Company Car/Parking	Financial Planning/ Legal Fees	Club Dues	Executive Relocation	Total Perquisites and Other Personal Benefits

Roger Kwok Wing Fan	2011	0	0	0	0	0
	2010	0	0	0	0	0

Name	Year	Personal Use of Company Car/Parking	Financial Planning/ Legal Fees	Club Dues	Executive Relocation	Total Perquisites and Other Personal Benefits
Roger Kwok Wing Fan	2010	0	0	0	0	0
	2009	0	0	0	0	0

2011 and 2010 POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL TABLE

2010 and 2009 POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL TABLE

Name

Year

Benefit

Before

Change in

Control

Termination

w/o Cause or for

Good Reason

After Change in

Control

Termination w/o

Reason

Cause or

for Good

Voluntary

Termination

Death

Disability

Change in

Control

Roger Kwok Wing Fan

2011

None

2020

None

Name

Year

Benefit

Before Change in Control Termination w/o Cause or for Good Reason

After Change in Control Termination w/o Cause or for Good Reason

Voluntary Termination

Death

Disability

Change in Control

Roger Kwok Wing Fan

2010

None

2009

None

Management Compensation

Except for as stated in the preceding Summary Compensation Table, we have not paid any salary, bonus or other compensation to our officers and directors since our inception. We presently have no compensation arrangements with our officers and directors.

Stock Option Grants

No stock options or stock appreciation rights under any stock incentive plans or otherwise were granted to our executive officers and directors since our inception. No such grants have otherwise been made pursuant to the 2009 Stock Incentive Plan.

Director Compensation

The Company currently does not pay any cash fees to directors, but we pay directors' expenses in attending board meetings. During the year ended March 31, ~~2010~~2011, no director expenses were reimbursed.

Significant Employees

We have no significant employees other than our executive officers and directors named in this Annual Report. We conduct our business through agreements with consultants and arms-length third parties.

Committees of the Board of Directors

Our audit committee presently consists of our directors. Our board at this time does not have compensation, governance, nominating or executive committees or any other committees.

Limitation of Director Liability; Indemnification

Indemnity

Section 145 of the Delaware General Corporation Law and our certificate of incorporation and bylaws contain provisions for indemnification of our officers and directors, and under certain circumstances, our employees and other persons. The bylaws require us to indemnify such persons to the fullest extent permitted by Delaware law. Each such person will be indemnified in any proceeding if such person acted in good faith and in a manner that such person reasonably believed to be in, or not opposed to, our best interests. The indemnification would cover expenses, including attorney's fees, judgments, fines and amounts paid in settlement. Our bylaws also provide that we may purchase and maintain insurance on behalf of any of our present or past directors or officers insuring against any liability asserted against such person incurred in their capacity as a director or officer or arising out of such status, whether or not we would have the power to indemnify such person.

We have no other indemnification provisions in our Certificate of Incorporation, Bylaws or otherwise specifically providing for indemnification of directors, officers and controlling persons against liability under the Securities Act.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the “Act 1993”), as amended, may be permitted to directors or officers pursuant to the foregoing provisions, we are informed that, in the opinion of the Securities and Exchange Commission, such indemnification is against public policy, as expressed in the Act 1933 and is, therefore, unenforceable.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

The following table lists stock ownership of our Common Stock as of March 31, ~~2010~~2011 based on 1519,~~646~~516,250 shares of common stock issued and outstanding. The information includes beneficial ownership by (i) holders of more than 5% of our Common Stock, (ii) each of two directors and executive officers and (iii) all of our directors and executive officers as a group. Except as noted below, to our knowledge, each person named in the table has sole voting and investment power with respect to all shares of our Common Stock beneficially owned by them.

Name and Address	Number of Shares Beneficially Owned	Percentage(1)
Roger K.W. Fan, President, CEO	11,261,250	7157.977%
Tony Ka Kin Chui, CFO	1,750	*
Hung Man To, Operations Dir.	43,050	*
Mei Ling Szeto, Secretary	0	-
All Directors, Officers as a Group	11,306,050	7257.269%

* Represents less than 1%

(1) Applicable percentage of ownership is based on 1519,~~646,~~516.250 shares of common stock issued and outstanding. Pursuant to Rule 13d-3 promulgated under the Exchange Act, any securities not outstanding which are subject to warrants, rights or conversion privileges exercisable within 60 days are deemed to be outstanding for purposes of computing the percentage of outstanding securities of the class owned by such person but are not deemed to be outstanding for the purposes of computing the percentage of any other person.

There are no arrangements, known to us, including any pledge by any person of our securities, the operation of which may at a subsequent date result in a change in control of Sound Worldwide Holdings, Inc. There are no arrangements or understandings among members of both the former and the new control groups and their associates with respect to election of directors or other matters.

5320

Changes in Control

We are not aware of any arrangements that may result in a change in control of the Company.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

Described below are transactions, since the beginning of our last fiscal year, or any currently proposed transaction, in which we were or are to be a participant and the amount involved exceeds the lesser of $120,000 or one percent of the average of our total assets for the last three completed fiscal years, and in which any of our directors, nominee directors, executive officers, security holders who beneficially own 5% or more of our voting securities, and any member of the immediate family of any of the foregoing persons, had, or will have, a direct or indirect material interest. We believe that terms of each transaction below were comparable to those obtainable from unaffiliated third parties.

There were no related party transactions in the fiscal year ended March 31, ~~2010~~2011.

Director Independence

None of our directors are deemed to be independent.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Dominic K.F. Chan & Co. (“Dominic”) was our principal auditor.

Audit Fees

The aggregate fees billed by Dominic for professional services rendered for the audit of our annual financial statements and review of financial statements included in our Form 10-Q or services that are normally provided in connection with statutory and regulatory filings were $3010,000 and $30,000 for fiscal years ended March 31, ~~2010~~2011 and March 31, ~~2009~~2010, respectively.

Audit-Related Fees

No Dominic’s fees were billed for assurance and related services related to the audit or review of the Company’s financial statements for the fiscal years ended March 31, ~~2010~~2011 and March 31, ~~2009~~2010, respectively.

Tax Fees

No Dominic’s fees were billed for professional services for tax compliance, tax advice, and tax planning for the fiscal years ended March 31, ~~2010~~2011 and March 31, ~~2009~~2010, respectively.

All Other Fees

No Dominic’s fees were billed for other products and services for the fiscal years ended March 31, ~~2010~~2011 and March 31, ~~2009~~2010, respectively.

The Board has received and reviewed the written disclosures and the letter from the independent registered public accounting firm required by Independence Standards Board Standard No. 1 (Independence Discussions with Audit Committees), and has discussed with its auditors its independence from the Company. The Board has considered whether the provision of services other than audit services is compatible with maintaining auditor independence.

Based on the review and discussions referred to above, the Board approved the inclusion of the audited consolidated financial statements be included in the Company’s Annual Report on Form 10-K for its ~~2010~~2011 fiscal year for filing with the SEC.

The Board pre-approved all fees described above.

5521

PART IV

ITEM 15. EXHIBITS AND REPORTS.

Number	Exhibits
3.1	Certificate of Incorporation of Freedom 3, Inc. (1)
3.1.1	Amendment to the Certificate of Incorporation of Freedom 3, Inc., dated October 25, 2007 (2)
3.2	Bylaws (1)
4.1	Form of Common Stock Certificate (3)
10.1	Share Exchange Agreement, dated October 25, 2007, between Freedom 3, Inc. and Sound Worldwide Limited (2)
10.2	~~Banking~~Management ~~Facilities~~Agreement, ofdated March 31, 2005, between Asian Point Investment Limited and Yin Kee Weaving Factory Ltd. (3)
10.3	Management Agreement, dated March 31, ~~2005~~2006, between Asian Point Investment Limited and Yin Kee Weaving Factory Ltd. (3)
10.4	~~Management~~Share Purchase and Exchange Agreement, dated ~~March~~May 3127, ~~2006~~2008, ~~between~~among ~~Asian~~Sound ~~Point~~Worldwide ~~Investment~~Holdings, Inc., Sound Worldwide Limited, ~~and~~Best ~~Yin~~Allied ~~Kee~~Industrial ~~Weaving~~Limited ~~Factory~~and ~~Ltd~~Ms. Ivy S.K. Lam (35)
10.5	~~Share~~Settlement ~~Purchase~~Agreement and ~~Exchange Agreement~~Release, dated May 27, 2008, ~~among~~by Sound Worldwide Holdings, Inc., ~~Sound Worldwide Limited, Best Allied Industrial Limited~~ and Ms. Ivy S.K. Lam (5)
10.6	Settlement Agreement and Release, dated May 27, 2008, by Sound Worldwide Holdings, Inc. and Ms. Ivy S.K. Lam (5)
14.1	Code of Ethics(6)
14.1	Code of Ethics (6)
14.2	Code of Business Conduct(6)
14.2	Code of Business Conduct (6)
16.1	Letter from Conner & Associates, PC, dated October 25, 2007 (4)
21.	Subsidiaries (7)
31.1	Certification of the Company’s Principal Executive Officer pursuant to Section 302 of Sarbanes Oxley Act of 2002, with respect to the registrant’s Annual Report on Form 10-K for the year ended March 31, 2010 (7)
31.2	Certification of the Company’s Principal Financial Officer pursuant to Section 302 of Sarbanes Oxley Act of 2002, with respect to the registrant’s Annual Report on Form 10-K for the year ended March 31, 2010 (7)
32.1	Certification of the Company’s Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002 (7)
32.2	Certification of the Company’s Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002 (7)

(1)	Filed as an exhibit to the Company’s Registration Statement on Form 10SB (SEC File No.: 000-52116) filed on July 7, 2006 and incorporated by reference herein.

(2)	Filed as an exhibit to the Company’s Registration Statement on Form SB-2 (SEC File No.: 333-146986) filed on October 29, 2007 and incorporated by reference herein.

(3)	Filed as an exhibit to the Company’s Registration Statement on Form SB-2/Amendment No. 1 (SEC File No.: 333-146986) filed on January 22, 2008 and incorporated by reference herein.

(4)	Filed as an exhibit to the Company’s Current Report on Form 8-K (SEC File No.: 000-52116) filed on October 29, 2007 and incorporated by reference herein.

(5)	Filed as an exhibit to the Company’s Current Report on Form 8-K (SEC File No.: 000-52116) filed on May27, 2008 and incorporated by reference herein.
(6)	Filed as an exhibit to the Company’s Annual Report for the fiscal year ended March 31, 2008 and incorporated by reference herein.
(7)	Filed herein.

(5)	Filed as an exhibit to the Company’s Current Report on Form 8-K (SEC File No.: 000-52116) filed on May27, 2008 and incorporated by reference herein.

57(6) Filed as an exhibit to the Company’s Annual Report for the fiscal year ended March 31, 2008 and incorporated by reference herein

(7)	Filed herein

SIGNATURES

In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, there unto duly authorized.

Registrant	Sound Worldwide Holdings, Inc.
Registrant Date: July 14, 2011		Chatter Box Call Center Ltd. By: /s/ Roger Kwok Wing Fan
Date: July 13, 2010	By:	/s/ Roger Kwok Wing Fan
		Roger Kwok Wing Fan
		Roger Kwok Wing Fan Chief Executive Officer (Principle Executive Officer)
July 14, 2011		Chief Executive Officer (Principle Executive Officer By: /s/ Tony Ka Kin Chui Tony Ka Kin Chui Chief Financial Officer (Principle Financial Officer)
July 13, 2010	By:	/s/ Tony Ka Kin Chui
		Tony Ka Kin Chui Chief Financial Officer (Principle Financial Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

July 13, 2010	By:	/s/ Roger Kwok Wing Fan
July 14, 2011	By:	/s/ Roger Kwok Wing Fan
		Roger Kwok Wing Fan
		Director, Chief Executive Officer, (Principal Executive Officer,
July 13, 2010	By:	/s/ Tony Ka Kin Chui
July 14, 2011	By:	/s/ Tony Ka Kin Chui
		Tony Ka Kin Chui
		Director, Chief Financial Officer (Principle Financial Officer)
July 13, 2010	By:	/s/ Hung Man To
July 14, 2011	By:	/s/ Hung Man To
		Hung Man To Director, Operations Director

5823

~~SOUND~~CHATTER ~~WORLDWIDE~~BOX ~~HOLDINGS,~~CALL ~~INC.~~CENTER LIMITED

(FORMERLY KNOWN AS SOUND WORLDWIDE HOLDINGS, INC.)

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED MARCH 31 2011, 2010, ~~2009~~ AND ~~2008~~2009

AND INDEPENDENT AUDITORS’ REPORT

SOUND WORLDWIDE HOLDINGS, INC.

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED MARCH 31 2010, 2009 AND 2008

AND INDEPENDENT AUDITORS’ REPORT

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

	PAGES
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	F-12
CONSOLIDATED BALANCE SHEETS	F-23
CONSOLIDATED STATEMENTS OF OPERATIONS	F-34
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY AND COMPREHENSIVE INCOME	F-45
CONSOLIDATED STATEMENTS OF CASH FLOWS	F-56
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS	F-67 - F-2416

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

~~SOUND~~Chatter ~~WORLDWIDE~~Box ~~HOLDINGS,~~Call ~~INC.~~Center Limited

~~We have audited the accompanying consolidated balance sheets of SOUND WORLDWIDE HOLDINGS, INC.~~ (~~the~~Formerly ~~“Company”)~~known ~~and its subsidiaries (collectively referred to~~ as ~~the~~Sound ~~“Group”)~~Worldwide asHoldings of March 31, 2010 and 2009 and the related consolidated statements of operations, shareholders’ equity and other comprehensive income, and cash flows for the years ended March 31, 2010, 2009 and 2008Inc. ~~These consolidated financial statements are the responsibility of the Group’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.~~)

We have audited the accompanying consolidated balance sheets of Chatter Box Call Center Limited (the “Company”) and its subsidiaries (collectively referred to as the “Group”) as of March 31, 2011 and 2010 and the related consolidated statements of operations, shareholders’ equity and other comprehensive income, and cash flows for the years ended March 31, 2011, 2010 and 2009. These consolidated financial statements are the responsibility of the Group’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, these consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group and its subsidiaries as of March 31, ~~2010~~2011 and ~~2009~~2010 and the consolidated results of its operations and their cash flows for the years ended March 31, ~~2010~~2011, ~~2009~~2010 and ~~2008~~2009 in conformity with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming that the Group will continue as a going concern. As discussed in Note 1b1c to the consolidated financial statements the Group has incurred significant operating loss and has ceased operation during the year. These factors raise substantial doubt about the Group’s ability to continue as a going concern and is dependent upon its ability to develop additional sources of capital and to establish new profitable operations. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Dominic K.F. Chan & Co.

Dominic K.F. Chan & Co

Certified Public Accountants

Hong Kong, July 14, 2011

~~June 25, 2010~~F-2

~~F-1~~CHATTER BOX CALL CENTER LIMITED

(FORMERLY KNOWN AS SOUND WORLDWIDE HOLDINGS, INC.)

CONSOLIDATED BALANCE SHEETS

(Stated in US Dollars)

			At March 31,
	Notes		~~2010~~2011			~~2009~~2010
			$			$	$
ASSETS
Current assets:
Cash and cash equivalents				~~30,837~~-			730,~~989~~838
Accounts receivable, net of allowance for doubtful accounts		3		~~494,650~~-			1494,~~538,779~~650
Prepaid expenses and other receivables				~~510~~250,~~159~~030			~~422~~510,159
Inventories		4		-			137,260
Total current assets				250,030			1,035,647
Total current assets				1,035,646			1,684,450
Plant and equipment		4		-			-
Plant and equipment, net		5		-			1,891,844
TOTAL ASSETS				250,030			1,035,647
TOTAL ASSETS				1,035,646			3,576,294
LIABILITIES AND STOCKHOLDERS’ EQUITY
LIABILITIES
Current liabilities:
Accounts payable				~~104,762~~-			43104,~~178~~762
Bank and other borrowings		6		-			340,066
Accrued expenses and other liabilities		6		276,219			123,375
Accrued expenses and other liabilities		8		123,375			204,506
Amount due to a director				70,767			14,357
Amount due to a director				14,357			-
TOTAL LIABILITIES				346,986			242,494
TOTAL LIABILITIES				242,494			587,750
Commitments and contingencies		8
Commitments and contingencies		11
Stockholder’s equity:
Common stock (USD 0.0001 par value - authorized 100,000,000 shares;
Common stock (USD 0.0001 par value - authorized 20,000,000 shares; issued and outstanding 19,516,250 shares in 2011, 15,646,250 shares in 2010)				1,952			1,565
issued and outstanding 15,646,250 shares in 2008 shares in 2010 and 14,336,250 shares in 2009)				1,565			1,434
Additional paid-in capital				1,013,994			820,881
Additional paid-in capital				820,881			645,726
Accumulated deficit				(1,129,449	)		(49,257	)
(Accumulated deficit)/Retained earnings				(49,258	)		2,321,202
Accumulated other comprehensive income				16,547			19,964
Accumulated other comprehensive income				19,964			20,182
Total stockholders’ equity				(96,956	)		793,153
Total stockholders’ equity				793,152			2,988,544
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY				250,030			1,035,647
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY				1,035,646			3,576,294

See accompanying notes to consolidated financial statements

F-23

~~SOUND~~CHATTER ~~WORLDWIDE~~BOX ~~HOLDINGS,~~CALL ~~INC.~~CENTER LIMITED

(FORMERLY KNOWN AS SOUND WORLDWIDE HOLDINGS, INC.)

CONSOLIDATED STATEMENTS OF OPERATIONS

(Stated in US Dollars)

			Year ended March 31,
	Notes		~~2010~~2011			~~2009~~2010			~~2008~~2009
			$			$				$
Net sales				~~2,280,608~~-			42,~~227~~280,~~552~~608			174,~~652~~227,~~601~~552
Cost of sales				~~(2,242,917~~-	)		(32,~~907~~242,~~813~~917	)		(143,~~638~~907,~~853~~813	)
Gross profit				~~37,691~~-			~~319~~37,~~739~~691			3319,~~013,748~~739
Selling, general and administrative expenses, including share based compensation		9		(1,267,925	)		(407,199	)		(1,564,142	)
Selling, general and administrative expenses, including		7		(225,944	)		(1,267,925	)		(407,199	)
Loss on disposal of plant and equipment				~~(1,108,946~~-	)		-(1,108,946	)		-
Other income				-			48-			~~151,677~~48
(Loss)/income from operations				(2,339,180	)		(87,412	)		1,601,283
(Loss) from operations				(225,944	)		(2,339,180	)		(87,412	)
Loss on disposal of a subsidiary				-			(276,855	)		-
Loss on disposal of subsidiaries				(854,248	)		-			(276,855	)
Interest expenses				~~(31,280~~-	)		(1631,~~023~~280	)		(~~100~~16,~~859~~023	)
(Loss)/income before income taxes				(2,370,460	)		(380,290	)		1,500,424
(Loss) before income taxes				(1,080,192	)		(2,370,460	)		(380,290	)
Income tax expenses		75		-			-			-
Net (loss)/income				(2,370,460	)		(380,290	)		1,500,424
Net loss				(1,080,192	)		(2,370,460	)		(380,290	)
(Loss)/earnings per share of common stock		2
Loss per share of common stock - Basic		8		(0.06	)		(0.17	)		(0.03	)
- Basic				(0.17	)		(0.03	)		0.08
Weighted average number of common stock - Basic		8		18,642,277			13,631,572			14,053,685
- Diluted				(0.15	)		(0.03	)		0.08
Weighted average number of common stock		2
- Basic				13,631,572			14,053,685			18,599,727
- Diluted				15,646,250			14,336,250			20,000,000

See accompanying notes to consolidated financial statements

F-34

~~SOUND~~CHATTER ~~WORLDWIDE~~BOX ~~HOLDINGS,~~CALL ~~INC.~~CENTER LIMITED

(FORMERLY KNOWN AS SOUND WORLDWIDE HOLDINGS, INC.)

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

AND COMPREHENSIVE INCOME

(Stated in US Dollars)

	Common stock						Additional paid- in			Accumulated other Comprehensive			Retained
	Shares			Amount $			capital $			(loss)/income $			earnings $			Total $
							$			$
Balance, March 31, 2007		17,500,000			1,750			620,308			(2,233	)		1,201,068			1,820,893
Shares of stock held by Freedom 3’s shareholders		300,000			30			-			-			-			30
Issuance of common stock for consultants upon completion of the share exchange transaction		2,200,000			220			-			-			-			220
Recapitalization in connection with the share exchange transaction		-			-			7,608			-			-			7,608
Net income		-			-			-			-			1,500,424			1,500,424
Foreign currency translation
Adjustments		-			-			-			4,219			-			4,219
Comprehensive income											4,219			1,500,424			1,504,643
Dividend		-			-			-			-			-			-
Balance, March 31, 2008		20,000,000			2,000			627,916			1,986			2,701,492			3,333,394
Retirement of shares		(6,063,750	)		(606	)		606			-			-			-
Issuance of shares		400,000			40			(10	)		-			-			30
Share based compensation		-			-			17,214			-			-			17,214
Net loss		-			-			-			-			(380,290	)		(380,290	)
Foreign currency translation adjustments		-			-			-			18,196			-			18,196
Comprehensive loss		-			-			-			18,196			(380,290	)		(362,094	)
Dividend		-			-			-			-			-			-
Balance, March 31, 2009		14,336,250			1,434			645,726			20,182			2,321,202			2,988,544
Issuance of shares		-			-			-			-			-			-
Share based compensation		1,310,000			131			175,155			-			-			175,286
Net loss		-			-			-			-			(2,370,459	)		(2,370,459	)
Foreign currency translation adjustment		-			-			-			(218	)		-			(218	)
Comprehensive loss		-			-			-			(218	)		(2,370,459	)		(2,370,677	)
Dividend		-			-			-			-			-			-
Balance, March 31, 2010		15,646,250			1,565			820,881			19,964			(49,257	)		793,153
Share based compensation		3,870,000			387			193,113			-			-			193,500
Net loss		-			-			-			-			(1,080,192	)		(1,080,192	)
Foreign currency translation adjustment		-			-			-			(3,417	)		-			(3,417	)
Comprehensive loss		-			-			-			(3,417	)		(1,080,192	)		(1,083,609	)
Balance, March 31, 2011		19,516,250			1,952			1,013,994			16,547			(1,129,449	)		(96,956	)

See accompanying notes to consolidated financial statements

F-45

~~SOUND~~CHATTER ~~WORLDWIDE~~BOX ~~HOLDINGS,~~CALL ~~INC.~~CENTER LIMITED

(FORMERLY KNOWN AS SOUND WORLDWIDE HOLDINGS, INC.)

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Stated in US Dollars)

	Year ended March 31,
	2010			2009			2008
	2011			2010			2009
	$			$			$
Cash flows from operating activities:
Net (loss) / income		(2,370,460	)		(380,290	)		1,500,424
Net (loss)		(1,080,192	)		(2,370,460	)		(380,290	)
Adjustments to reconcile net income to
Adjustments to reconcile net loss to net cash (used in) operating activities:
Net cash (used in)/provided by operating activities:
Depreciation expense		-			271,994			199,724
Depreciation expense		271,994			199,724			140,611
Loss on disposal of plant and equipment		-			1,108,946			-
Loss on disposal of plant and equipment		1,108,946			-			5,692
Shares based compensation		193,500			149,486			17,214
Shares based compensation		149,486			17,214			-
Changes in current assets and liabilities
Accounts receivable		1494,~~043,295~~650			~~932~~1,~~021~~043,295			(1932,~~783,404~~021	)
Prepaid expenses and other receivables		~~(510~~260,~~445~~129	)		~~122~~(510,~~556~~445	)		~~(85~~122,~~450~~556	)
Inventories		~~137,247~~-			~~802~~137,~~454~~247			~~(525~~802,~~320~~454	)
Accounts payable		61(104,~~733~~762	)		~~(564~~61,~~599~~733	)		~~327~~(564,~~849~~599	)
Amounts due to related parties		~~1,458~~-			-1,458			~~(68,466~~-	)
Amounts due to a director		1456,~~357~~410			14,357			-
Accrued expenses and other liabilities		~~(81~~152,~~117~~844	)		(7781,~~728~~117	)		(2977,~~514~~728	)
Net cash flows generated from /(used in) operating activities		(173,506	)		1,051,352			(517,578	)
Net cash flows (used in) operating activities		(27,421	)		(173,506	)		1,051,352
Cash flows from investing activities:
Cash flows from investing activity:
Purchases of plant and equipment		~~510,721~~-			~~(390~~510,~~272~~721	)		(12390,~~555~~272	)
Proceeds from sale of plant and equipment		-			-			-
Net cash used in investing activity		-			510,721			(390,272	)
Net cash used in investing activities		510,721			(390,272	)		(12,555	)
Cash flow from financing activities:
Issuance of new shares		~~25,800~~-			-25,800			~~7,858~~-
Proceeds from bank borrowings		~~(340,033~~-	)		~~677~~(340,~~756~~033	)		5677,~~455,840~~756
Repayment of new bank borrowings		-			~~(1,619,337~~-	)		(41,~~778~~619,~~316~~337	)
Dividend paid		-			-			-
Net cash (used in) financing activities		-			(314,233	)		(941,581	)
Net cash (used in)/provided by financing activities		(314,233	)		(941,581	)		685,382
Net (decrease)/increase in cash and cash equivalents		(30,838	)		22,848			(280,366	)
Effect of exchange rate changes on cash and cash equivalents		(134	)		134			(5,547	)
Cash and cash equivalents at beginning of the year		30,838			7,990			288,356
Net (decrease) increase in cash and cash equivalents		22,848			(280,367	)		149,702
Cash and cash equivalents at end of the year		-			30,838			7,990
Cash and cash equivalents at beginning of the year		7,989			288,356			138,654
Cash and cash equivalents at end of the year		30,837			7,989			288,356
Supplementary disclosures of cash flow information:
Interest paid		~~(31,280~~-	)		16(31,~~023~~280	)		~~100~~16,~~859~~023
Income taxes paid		-			-			~~15,380~~-

See accompanying notes to consolidated financial statements

F-56

~~SOUND~~CHATTER ~~WORLDWIDE~~BOX ~~HOLDINGS,~~CALL ~~INC.~~CENTER LIMITED

(FORMERLY KNOWN AS SOUND WORLDWIDE HOLDINGS, INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Stated in US Dollars)

1a.	Organization and nature of operations

~~Sound~~Chatter ~~Worldwide~~Box ~~Holdings,~~Call ~~Inc.~~Center Limited (the “Company”) and its subsidiaries (collectively referred to as the “Group”) ~~are~~were ~~principally~~previously engaged in manufacturing and trading of denim fabrics and garments. The Group previously owns production plants in Hong Kong and the People’s Republic of China (“PRC”) and its customers are mainly in the United States, Europe and Japan. The Company is starting to engage in the business as call center service provider.

On October 25, 2007, Freedom 3, Inc. a Delaware corporation (“Freedom 3”), sold one share of its common stock to Sound Worldwide Limited (“Sound Worldwide” or “SWL”) for $1.00 and redeemed 100,000 shares of its common stock from its prior sole stockholder constituting 100% of Freedom 3’s issued and outstanding shares of its common stock prior to the sale, resulting in Sound Worldwide owning 100% of Freedom 3. After the sale and redemption by Freedom 3, Sound Worldwide and Freedom 3 entered into a Share Exchange Agreement, dated October 25, 2007 or Exchange Agreement, pursuant to which each issued and outstanding share of Sound Worldwide’s common stock and preferred stock was converted into 350 shares of Freedom 3’s common stock and preferred stock, respectively, and all of the issued and outstanding shares of Sound Worldwide’s common and preferred stock were retired and cancelled, resulting in Freedom 3 owning 100% of Sound Worldwide (the “Exchange”). This resulted in the stockholders of Sound Worldwide to become stockholders of Freedom 3. The previous stockholder of Freedom was then issued 300,000 shares of Freedom 3 as agreed previously. The one share of Freedom’s common stock held by Sound Worldwide was then cancelled and Sound Worldwide sold one share of its common stock to Freedom 3, which resulted in Freedom 3 owning 100% of Sound Worldwide. Freedom 3 then changed its name to ~~Sound~~Chatter ~~Worldwide~~Box ~~Holdings,~~Call ~~Inc.~~Center Limited

On May 27, 2008, the Company and SWL, entered into a Share Purchase and Exchange Agreement (the “Exchange Agreement”) with Best Allied, a wholly-owned subsidiary of SWL, and Ms. Ivy S.K. Lam, a director and officer of Best Allied and a stockholder of an aggregate of 6,063,750 shares of the Company’s Common Stock. Pursuant to the Exchange Agreement, at a closing held on May 30, 2009, Ms. Lam purchased from the Group and SWL 10,000 shares of Common Stock of Best Allied owned by SWL, which constituted 100% of the issued and outstanding shares of Best Allied, in exchange for 6,063,750 shares of the Company’s Common Stock held by Ms. Lam, which constituted 100% of the shares of the Company’s Common Stock held by Ms. Lam (the “Exchange”). The effective date of the Exchange is April 1, 2008.

Pursuant to the agreement, Ms. Lam had agreed to the return and cancellation of 6,063,750 shares of our common stock held by her.

F-6

SOUND WORLDWIDE HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Stated in US Dollars)

1a. Organization and nature of operations (continued)

On March 31, 2010, the Group’s subsidiary, Asian Point Investment Limited (“APIL”) has entered into a fixed asset purchase agreement with Kam Wing Shing Textile Manufactory Limited for the sale of all plant and equipment at a consideration of RMB4,500,000. APIL has ceased operation during the year.

AsOn of March 31, ~~2010~~2011, the Group has entered into an agreement to disposed of its wholly-owned subsidiaries, Asian Point Investment Ltd. and Sound Worldwide Ltd. and all their respective assets in return for payment of an aggregate of $250,000 in cash and promissory note, the ~~Group~~latter ~~include~~secured by a chattel mortgage and financing statement covering the ~~following:~~property to be sold hereunder, together with any and all other property acquired during the term of said note and placed in or within the premises. In accordance with the agreement, the consummation of the sale will take place on or before July 31, 2011.

Name of company	Place and date of incorporation	Attributable equity interest held	Principal activities
Sound Worldwide Limited (“SWL”)	BVI July, 28th, 1999	100%	Investment holding
Asian Point Investment Limited (“Asian Point”)	BVI March 26th, 1997	100%	Manufacturing and trading of denim fabrics

1b.	Change in company name

~~1b.~~On ~~Going~~February ~~concern~~2, 2011, the Company changed its name from “Sound Worldwide Holdings, Inc” to “Chatter Box Call Center Limited”.

These financial statements have been prepared in accordance with generally accepted principles in the United States applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business1c. ~~The~~Going Group’s major operating subsidiary, Asian Point Investment Limited (“APIL”), has sold out all its plant and equipment at a loss of US$1,108,946 resulting to a net financial loss of US$2,370,460 during the year. APIL has ceased operation during the year.concern

The conditions indicate the existence of a material uncertainty which may cast significant doubt about the Company’s ability to continue as a going concern. The financial statements have been prepared on a going concern basis, the validity of which depend its ability to develop additional sources of capital and to establish new profitable operations. The financial statements do not include any adjustments that would result from failure to obtain of the above. We consider that the material uncertainty has been adequately disclosed in the financial statements.

F-7

~~SOUND~~CHATTER ~~WORLDWIDE~~BOX ~~HOLDINGS,~~CALL ~~INC.~~CENTER LIMITED

(FORMERLY KNOWN AS SOUND WORLDWIDE HOLDINGS, INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Stated in US Dollars)

2.	Summary of principal accounting policies

Basis of presentation and consolidation

The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America.

On June 29, 2009, the Financial Accounting Standards Board(FASB) established the FASB Accounting Standards Codification (Codification) as the single source of authoritative US generally accepted accounting principles (GAAP) for all non governmental entities Rules and interpretive releases of the Securities and Exchange Commission (SEC) and also sources of authoritative US GAAP for SEC registrants. The Codification does not change US GAAP but takes previously issued FASB standards and other U.S. GAAP authoritative pronouncements, changes the way the standards are referred to, and includes them in specific topic arrears. The Codification is effective for financial statements issued for interim and annual periods ending after September 15, 2009. The adoption of the Codification did not have any impact on the Group’s financial statement.

The consolidated financial statements include the accounts of ~~Sound~~Chatter ~~Worldwide~~Box ~~Holdings,~~Call ~~Inc.~~Center Limited and its subsidiaries. All significant inter-company balances and transactions have been eliminated in consolidation.

The results of subsidiaries acquired or disposed of during the years are included in the consolidated income statement from the effective date of acquisition or up to the effective date of disposal.

The Company also evaluates consolidation of entities under Financial Accounting Standards Board (FASB) Interpretation No.46, “Consolidation of Variable Interest Entities” (FIN 46). FIN 46 requires management to evaluate whether an entity or interest is a variable interest entity and whether the Company is the primary beneficiary. Consolidation is required if both of these criteria are met. The Company does not have any variable interest entities requiring consolidation.

Use of estimates

In preparing financial statements in conformity with accounting principles generally accepted in the United States of America, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the dates of the financial statements, as well as the reported amounts of revenues and expenses during the reporting year. These accounts and estimates include, but are not limited to, the valuation of accounts receivable, deferred income taxes and the estimation on useful lives of plant and equipment. Actual results could differ from those estimates.

Cash and cash equivalents

Cash and cash equivalents include all cash, deposits in banks and other highly liquid investments with initial maturities of three months or less at the date of acquisition. These investments are carried at cost, which approximates market value.

F-8

~~SOUND~~CHATTER ~~WORLDWIDE~~BOX ~~HOLDINGS,~~CALL ~~INC.~~CENTER LIMITED

(FORMERLY KNOWN AS SOUND WORLDWIDE HOLDINGS, INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Stated in US Dollars)

2.	Summary of principal accounting policies (continued)

Cash and cash equivalents

Accounts receivable

Accounts receivable are stated at original amount less allowance made for doubtful receivables, if any, based on a review of all outstanding amounts at the year end. An allowance is also made when there is objective evidence that the Group will not be able to collect all amounts due according to original terms of receivables. Bad debts are written off when identified. The Group extends unsecured credit to customers in the normal course of business and believes all accounts receivable in excess of the allowances for doubtful receivables to be fully collectible. The Group does not accrue interest on trade accounts receivable.

written off when identified. The Group extends unsecured credit to customers in the normal course of business and believes all accounts receivable in excess of the allowances for doubtful receivables to be fully collectible. The Group does not accrue interest on trade accounts receivable.

The Group has a credit policy in place and the exposure to credit risk is monitored on an ongoing basis credit evaluations are preferred on all customers requiring credit over a certain amount.

During the reporting year ended 31 March ~~2010~~2011, ~~2009~~2010 and ~~2008~~2009, the Group did not experience any bad debts and accordingly, did not make any allowance for doubtful debts.

Inventory

Plant and equipment

Plant and equipment are stated at cost less accumulated depreciation. Cost represents the purchase price of the asset and other costs incurred to bring the asset into its existing use. Maintenance, repairs and betterments, including replacement of minor items, are charged to expense; major additions to physical properties are capitalized.

Depreciation of plant and equipment is provided using the straight-line method over their estimated useful lives of the following annual rates:-


Machinery Furniture and office equipment Motor vehicles	10%-20% 20% 20%

F-9

SOUND WORLDWIDE HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Stated in US Dollars)

2. Summary of principal accounting policies (continued)

Plant and equipment (continued)

Property and equipment are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an assed may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flow, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset. Assets to be disposed of are separately presented in the balance sheet and reported at the lower of the carrying amount or fair value less costs to sell, and are no longer depreciation.

Impairment of long-lived assets

SFAS NO. 142, goodwill and other intangible Assets (“SFAS 142”), requires purchased intangible assets other than goodwill to be amortized over their useful lives unless these lives are determined to be indefinite. The Group does not have any goodwill.

The Group accounts for the impairment of long-lived assets, such as plant and equipment, leasehold land and intangible assets, under the provisions of FASB Accounting Standard Codification Topic 360 (“ASC 360”) “Property, Plant and Equipment – Overall” (formerly known as SFAS No. 144, “Accounting for the Impairment of Long-Lived Assets” (“SFAS 144”)). ASC 360 establishes the accounting for impairment of long-lived tangible and intangible assets other than goodwill and for the disposal of a business. Pursuant to ASC 360, the Group periodically evaluates, at least annually, whether facts or circumstances indicate that the carrying value of its depreciable assets to be held and used may not be recoverable. If such circumstances are determined to exist, an estimate of undiscounted future cash flows produced by the long-lived asset, or the appropriate grouping of assets, is compared to the carrying value to determine whether impairment exists. In the event that the carrying amount of long-lived assets exceeds the undiscounted future cash flows, then the carrying amount of such assets is adjusted to their fair value. The Group reports an impairment cost as a charge to operations at the time it is recognized.

~~There was no impairment of long~~F-~~lived assets in 2008, 2009 or 2010.~~9

~~F-10~~CHATTER BOX CALL CENTER LIMITED

(FORMERLY KNOWN AS SOUND WORLDWIDE HOLDINGS, INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Stated in US Dollars)

2.	Summary of principal accounting policies (continued)

There was no impairment of long-lived assets in 2009, 2010 or 2011.

Revenue recognition

The Group recognized revenue when the following fundamental criteria are met: (i) persuasive evidence that an arrangement exists, (ii) delivery has occurred, (iii) our price to the customer is fixed or determinable and (iv) collection of the resulting accounts receivable is reasonably assured. These criteria are usually met at the time of product shipment. The Group does not recognize revenue until all customer acceptance requirements have been met and no significant obligations remain, when applicable. Customer purchase orders and/or contracts are generally used to determine the existence of an arrangement. Shipping documents are used to verify product delivery. The Group assesses whether a price is fixed or determinable based upon the payment terms associated with the transaction and whether the sales price is subject to refund or adjustment. The Group assesses the collectibility of the accounts receivable based primarily upon the creditworthiness of the customer as determined by credit checks and analysis, as well as the customer’s payment history.

Sales of goods represent the invoiced values of goods, net of sales returns, trade discounts and allowances. The Group records reductions to revenue for estimated product returns and pricing adjustments in the same period that the related revenue is recorded. The amount of these reductions is based on historical sales returns, analysis of credit memo data, and other factors known at the time.

The Company did not record any revenue for the year ended March 31, 2011.

Shipping and handling fees and costs

Costs incurred by the Group for shipping and handling, including costs paid to third-party transportation companies, to transport and deliver products to customers, are included in “Selling, general and administrative expenses”. Shipping and handling fees and costs amounted to $8Nil, $~~Nil~~8 and $~~102,823~~Nil for the years ended March 31, ~~2010~~2011, ~~2009~~2010 and ~~2008~~2009, respectively.

Income Taxes

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in consolidated statements of comprehensive income in the period that includes the enactment date.

~~F-11~~The FASB issued Accounting Standard Codification Topic 740 (ASC 740) “Income Taxes”. ASC 740 clarifies the accounting for uncertainty in tax positions. This requires that an entity recognized in the consolidated financial statements the impact of a tax position, if that position is more likely than not of being sustained upon examination, based on the technical merits of the position. The adoption of ASC 740 did not have any impact on the Group’s results of operations or financial condition for the year ended March 31, 2011. As of the date of the adoption of ASC 740, the Group has no material unrecognized tax benefit which would favorably affect the effective income tax rate in future periods. The Group has elected to classify interest and penalties related to unrecognized tax benefits, if and when required, as part of income tax expense in the consolidated statements of operations.

SOUND WORLDWIDE HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Stated in US Dollars)

2. Summary of principal accounting policies (continued)

Income Taxes (continued)

The FASB issued Accounting Standard Codification Topic 740 (ASC 740) “Income Taxes”. ASC 740 clarifies the accounting for uncertainty in tax positions. This requires that an entity recognized in the consolidated financial statements the impact of a tax position, if that position is more likely than not of being sustained upon examination, based on the technical merits of the position. The adoption of ASC 740 did not have any impact on the Group’s results of operations or financial condition for the year ended March 31, 2010. As of the date of the adoption of ASC 740, the Group has no material unrecognized tax benefit which would favorably affect the effective income tax rate in future periods. The Group has elected to classify interest and penalties related to unrecognized tax benefits, if and when required, as part of income tax expense in the consolidated statements of operations.

Comprehensive income

Other comprehensive income refers to revenues, expenses, gains and losses that under U.S. GAAP are included in comprehensive income but are excluded from net income as these amounts are recorded as a component of stockholders’ equity. The Group’s other comprehensive income represented foreign currency translation adjustment.

~~Foreign currency translation~~F-10

~~The~~CHATTER ~~functional~~BOX ~~currency~~CALL ofCENTER the Group is Hong Kong dollars (“HK$”). The Group maintains its financial statements in the functional currency. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency at rates of exchange prevailing at the balance sheet dates. Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchanges rates prevailing at the dates of the transaction. Exchange gains or losses arising from foreign currency transactions are included in the determination of net income for the respective periods.LIMITED

~~F-12~~(FORMERLY KNOWN AS SOUND WORLDWIDE HOLDINGS, INC.)

SOUND WORLDWIDE HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Stated in US Dollars)

2.	Summary of principal accounting policies (continued)

Foreign currency translation ~~(continued)~~

The functional currency of the Group is Hong Kong dollars (“HK$”). The Group maintains its financial statements in the functional currency. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency at rates of exchange prevailing at the balance sheet dates. Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchanges rates prevailing at the dates of the transaction. Exchange gains or losses arising from foreign currency transactions are included in the determination of net income for the respective periods.

In translating the financial statements of the Group from its functional currency into its reporting currency of United States dollars, balance sheet accounts are translated using the closing exchange rate in effect at the balance sheet date and income and expense accounts are translated using an average exchange rate prevailing during the reporting period. Any translation adjustments resulting are not included in determining net income but are included in cumulative other comprehensive income (loss), a component of stockholders’ equity.

	2010		2009	2008
		2011			2010		2009
Year end HK$ : US$ exchange rate	~~7.7645~~		7.~~7530~~784	~~7.7820~~		7.7645		7.7530
Average yearly HK$ : US$ exchange rate	~~7.7538~~		7.~~7768~~776	~~7.7982~~		7.7538		7.7768

Transactions and balances

Transactions in foreign currencies are translated into the functional currency at the approximate rates of exchange ruling on the transaction date. Exchange gains and losses resulting from this translation policy are recognized in the statements of operations.

Share-based compensation

Share-based compensation expense of $~~149~~193,~~686~~500, $17149,~~214~~686 and $~~nil~~17,214 for the years ended March 31, ~~2010~~2011, ~~2009~~2010 and ~~2008~~2009, respectively. Since share-based compensation is not tax deductible in Hong Kong, the PRC and the United States, no related tax benefit has been recognized.

~~F-13~~Earnings per share

~~SOUND~~Basic ~~WORLDWIDE~~earnings ~~HOLDINGS,~~per ~~INC~~share is computed by dividing net income attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the year. Diluted earnings per share gives effect to all dilutive potential common shares outstanding during the year. The weighted average number of common shares outstanding is adjusted to include the number of additional common shares that would have been outstanding if the dilutive potential common shares had been issued.

Related parties transactions

A related party is generally defined as (i) any person that holds 10% or more of The Group’s securities and their immediate families, (ii) the Group management, (iii) someone that directly or indirectly controls, is controlled by or is under common control with the Group, or (iv) anyone who can significantly influence the financial and operating decisions of the Group. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties.

F-11

CHATTER BOX CALL CENTER LIMITED

(FORMERLY KNOWN AS SOUND WORLDWIDE HOLDINGS, INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Stated in US Dollars)

2.	Summary of principal accounting policies (continued)

Basic and diluted earnings per share

The Group computes earnings per share (“EPS’) in accordance with FASB Accounting Standard Codification Topic 260 (ASC 260) “Earnings Per Share”, and SEC Staff Accounting Bulletin No. 98 (“SAB 98”). ASC 260 requires companies with complex capital structures to present basic and diluted EPS. Basic EPS is measured as the income or loss available to common shareholders divided by the weighted average common shares outstanding for the period. Diluted EPS is similar to basic EPS but presents the dilutive effect on a per share basis of potential common shares (e.g., convertible securities, options, and warrants) as if they had been converted at the beginning of the periods presented, or issuance date, if later. Potential common shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS.

The calculation of diluted weighted average common shares outstanding for the year ended 31 March 2010 is based on the estimate fair value of The Group’s common stock during such periods applied to options using the treasury stock method to determine if they are dilutive.

The following tables are a reconciliation of the weighted average shares used in the computation of basic and diluted earnings per share for the periods presented:

	Year Ended 31 Mar, 2010	Year Ended 31 Mar, 2009	Year Ended 31 Mar, 2008
Numerator for basic and diluted earnings per share:	$	$	$
Net (loss)/Income	(2,370,460)	(380,290)	1,500,424
Denominator:
Basic weighted average shares	13,631,572	14,053,685	18,599,727
Effect of dilutive securities	2,014,678	282,565	1,400,273
Diluted weighted average shares	15,646,250	14,336,250	20,000,000
Basic earnings/(loss) per share:	(0.17)	(0.03)	0.08
Diluted earnings/(loss) per share:	(0.15)	(0.03)	0.08

F-14

SOUND WORLDWIDE HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Stated in US Dollars)

2. Summary of principal accounting policies (continued)

Related parties transactions

Commitments and contingencies

Liabilities for loss contingencies arising from claims, assessments, litigation, fines and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonable estimated.

Recently issued accounting pronouncements

In December 2007, ASC 810, Consolidation (“ASC 810”) includes new guidance issued by the FASB governing the accounting for and reporting of non-controlling interests (previously referred to as minority interests). This guidance established reporting requirements which include, among other things, that non-controlling interests be reflected as a separate component of equity, not as a liability. It also requires that the interests of the parent and the non-controlling interest be clearly identifiable. Additionally, increases and decreases in a parent’s ownership interest that leave control intact shall be reflected as equity transactions, rather than step acquisitions or dilution gains or losses. This guidance also requires changes to the presentation of information in the financial statements and provides for additional disclosure requirements. ASC 810 was effective for fiscal years beginning on or after December 15, 2008. The Group implemented this guidance as of January 1, 2009. The effect of implementing this guidance was not material to The Group’s financial position or results of operations.

F-15

SOUND WORLDWIDE HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Stated in US Dollars)

2. Summary of principal accounting policies (continued)

Recently issued accounting pronouncements (continued)

In December 2007, ASC 805, Business Combinations (“ASC 805”) contains guidance that was issued by the FASB. It requires the acquiring entity in a business combination to recognize all assets acquired and liabilities assumed in a transaction at the acquisition-date fair value, with certain exceptions. Additionally, the guidance requires changes to the accounting treatment of acquisition related items, including, among other items, transaction costs, contingent consideration, restructuring costs, indemnification assets and tax benefits. ASC 805 also provides for a substantial number of new disclosure requirements. ASC 805 also contains guidance that was formerly issued as FSP FAS 141(R)-1, Accounting for Assets Acquired and Liabilities Assumed in a Business Combination That Arise from Contingencies which was intended to provide additional guidance clarifying application issues regarding initial recognition and measurement, subsequent measurement and accounting, and disclosure of assets and liabilities arising from contingencies in a business combination. ASC 805 was effective for business combinations initiated on or after the first annual reporting period beginning after December 15, 2008. The Group implemented this guidance effective January 1, 2009. Implementing this guidance did not have an effect on The Group’s financial position or results of operations; however it will likely have an impact on The Group’s accounting for future business combinations, but the effect is dependent upon acquisitions, if any, that are made in the future.

In April 2009, the FASB issued ASC805-20-35. ASC805-20-35 amends the provisions for the initial recognition and measurement, subsequent measurement and accounting, and disclosures for assets and liabilities arising from contingencies in business combinations. ASC805-20-35 eliminates the distinction between contractual and non-contractual contingencies, including the initial recognition and measurement criteria and instead carries forward most of the provisions in ASC805 for acquired contingencies. ASC805-20-351 is effective for contingent assets and contingent liabilities acquired in business combinations for which the acquisition date is on or after the first annual reporting period beginning on or after December 15, 2008. We do not expect ASC805-20-35 to have any impact on the Group’s consolidated results of operations and financial condition.

In May 2009, ASC 855, Subsequent Events (“ASC 855”) includes guidance that was issued by the FASB, and is consistent with current auditing standards in defining a subsequent event. Additionally, the guidance provides for disclosure regarding the existence and timing of a company’s evaluation of its subsequent events. ASC 855 defines two types of subsequent events, “recognized” and “non-recognized”. Recognized subsequent events provide additional evidence about conditions that existed at the date of the balance sheet and are required to be reflected in the financial statements. Non-recognized subsequent events provide evidence about conditions that did not exist at the date of the balance sheet but arose after that date and, therefore; are not required to be reflected in the financial statements. However, certain non-recognized subsequent events may require disclosure to prevent the financial statements from being misleading. This guidance was effective prospectively for interim or annual financial periods ending after June 15, 2009. The Group implemented the guidance included in ASC 855 as of April 1, 2009. The effect of implementing this guidance was not material to The Group’s financial position or results of operations.

F-16

SOUND WORLDWIDE HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Stated in US Dollars)

2. Summary of principal accounting policies (continued)

Recently issued accounting pronouncements (continued)

In August 2009, the FASB issued Accounting Standards Update (“ASU”) 2009-05, which amends ASC Topic 820, Measuring Liabilities at Fair Value, which provides additional guidance on the measurement of liabilities at fair value. These amended standards clarify that in circumstances in which a quoted price in an active market for the identical liability is not available, we are required to use the quoted price of the identical liability when traded as an asset, quoted prices for similar liabilities, or quoted prices for similar liabilities when traded as assets. If these quoted prices are not available, we are required to use another valuation technique, such as an income approach or a market approach. These amended standards are effective for us beginning in the fourth quarter of fiscal year 2009. There was no material impact upon the adoption of this standard on The Group’s consolidated financial statements.

Recently issued accounting pronouncements (continued)

In September 2009, the FASB issued ASU 2009-06, Income Taxes (Topic 740), ”Implementation Guidance on Accounting for Uncertainty in Income Taxes and Disclosure Amendments for Nonpublic Entities”, which provides implementation guidance on accounting for uncertainty in income taxes, as well as eliminates certain disclosure requirements for nonpublic entities. For entities that are currently applying the standards for accounting for uncertainty in income taxes, this update shall be effective for interim and annual periods ending after September 15, 2009. For those entities that have deferred the application of accounting for uncertainty in income taxes in accordance with paragraph 740-10-65-1(e), this update shall be effective upon adoption of those standards. The adoption of this standard is not expected to have an impact on The Group’s consolidated financial position and results of operations since this accounting standard update provides only implementation and disclosure amendments.

In September 2009, the FASB has published ASU 2009-12, “Fair Value Measurements and Disclosures (Topic 820) - Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent)”. This ASU amends Subtopic 820-10, “Fair Value Measurements and Disclosures – Overall”, to permit a reporting entity to measure the fair value of certain investments on the basis of the net asset value per share of the investment (or its equivalent). This ASU also requires new disclosures, by major category of investments including the attributes of investments within the scope of this amendment to the Codification. The guidance in this update is effective for interim and annual periods ending after December 15, 2009. Early application is permitted. The Group is in the process of evaluating the impact of this standard on its consolidated financial position and results of operations.

F-1712

~~SOUND~~CHATTER ~~WORLDWIDE~~BOX ~~HOLDINGS,~~CALL ~~INC.~~CENTER LIMITED

(FORMERLY KNOWN AS SOUND WORLDWIDE HOLDINGS, INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Stated in US Dollars)

2.	Summary of principal accounting policies (continued)

Recently issued accounting pronouncements (continued)

In October 2009, the FASB has published ASU 2009-13, “Revenue Recognition (Topic 605)-Multiple Deliverable Revenue Arrangements”, which addresses the accounting for multiple-deliverable arrangements to enable vendors to account for products or services (deliverables) separately rather than as a combined unit. Specifically, this guidance amends the criteria in Subtopic 605-25, “Revenue Recognition-Multiple-Element Arrangements”, for separating consideration in multiple-deliverable arrangements. This guidance establishes a selling price hierarchy for determining the selling price of a deliverable, which is based on: (a) vendor-specific objective evidence; (b) third-party evidence; or (c) estimates. This guidance also eliminates the residual method of allocation and requires that arrangement consideration be allocated at the inception of the arrangement to all deliverables using the relative selling price method and also requires expanded disclosures. The guidance in this update is effective prospectively for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010. Early adoption is permitted. The adoption of this standard is not expected to have a material impact on The Group’s consolidated financial position and results of operations.

Recently issued accounting pronouncements (continued)

ASC 105, Generally Accepted Accounting Principles (“ASC 105”), reorganized by topic existing accounting and reporting guidance issued by the Financial Accounting Standards Board (“FASB”) into a single source of authoritative generally accepted accounting principles (“GAAP”) to be applied by nongovernmental entities. All guidance contained in the Accounting Standards Codification (“ASC”) carries an equal level of authority. Rules and interpretive releases of the Securities and Exchange.

Commission (“SEC”) under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. Accordingly, all other accounting literature will be deemed “non-authoritative”. ASC 105 is effective on a prospective basis for financial statements issued for interim and annual periods ending after September 15, 2009. The Group has implemented the guidance included in ASC 105 as of July 1, 2009. The implementation of this guidance changed the Group’s references to GAAP authoritative guidance but did not impact the Group’s financial position or results of operations.

In January 2010, the FASB issued Accounting Standards Update No. 2010-06 (ASU 2010-06), Fair Value Measurements and Disclosures which amends ASC Topic 820, adding new requirements for disclosures for Levels 1 and 2, separate disclosures of purchases, sales, issuances, and settlements relating to Level 3 measurements and clarification of existing fair value disclosures. ASU 2010-06 is effective for interim and annual periods beginning after December 15, 2009, except for the requirement to provide Level 3 activity of purchases, sales, issuances, and settlements on a gross basis, which will be effective for fiscal years beginning after December 15, 2010 (the Group’s fiscal year 2012); early adoption is permitted. The Group is currently evaluating the impact of adopting ASU 2009-14 on its financial statements.

FIn February 2010, FASB issued ASU 2010-189 Subsequent Events (Topic 855) Amendments to Certain Recognition and Disclosure Requirements ("ASU 2010-9"). ASU 2010-9 amends disclosure requirements within Subtopic 855-10. An entity that is an SEC filer is not required to disclose the date through which subsequent events have been evaluated. This change alleviates potential conflicts between Subtopic 855-10 and the SEC's requirements. ASU 2010-9 is effective for interim and annual periods ending after June 15, 2010. The Company does not expect the adoption of ASU 2010-09 to have a material impact on its results of operations or financial position.

In December 2010, the FASB issued Accounting Standards Update ASU 2010-29, Disclosure of Supplementary Pro Forma Information for Business Combinations (Topic 805). The update requires public companies to disclose pro forma information for business combinations that occur in the current reporting period. The disclosures include pro forma revenue and earnings of the combined entity for the current reporting period as though the acquisition date for all business combinations that occurred during the year had been as of the beginning of the annual reporting period. This guidance is effective for business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December ~~SOUND~~15, ~~WORLDWIDE~~2010, ~~HOLDINGS~~with early adoption permitted. The Company’s adoption of FASB ASU No. 2010-29 effective December 1, ~~INC~~2010 did not have an impact on the Company’s consolidated results of operations or financial position but did result in additional disclosures.

F-13

CHATTER BOX CALL CENTER LIMITED

(FORMERLY KNOWN AS SOUND WORLDWIDE HOLDINGS, INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Stated in US Dollars)

3. ~~Accounts~~Summary ~~receivable,~~of ~~net~~principal accounting policies (continued)

Accounts receivable consist of the following:

	~~At March 31,~~	At March 31,
	2010		2009
		2011 $		2010 $
	$		$
Accounts receivable			-		494,650
Accounts receivable	494,650		1,538,779

The Group has a credit policy in place and the exposure to credit risk is monitored on an ongoing basis. Credit evaluations are performed on all customers requiring credit over a certain amount.

4. ~~Inventories~~Plant and equipment,net

Inventories by major categories are summarized as follows:

	At March 31,
	2010	2009
	$	$
Raw materials	-	53,100
Finished goods	-	84,160
	-	137,260

No inventories were written off in 2010 and 2009.

F-19

SOUND WORLDWIDE HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Stated in US Dollars)

5. Plant and equipment, net

Plant and equipment consists of the following:

	~~At March 31,~~	At March 31,
	2010		2009
		2011 $		2010 $
	$		$
Cost
Cost
Machinery			-		2,088,488
Machinery	2,088,488		2,091,586
Furniture and office equipment			-		593
Furniture and office equipment	593		593
Motor vehicles			-		46,092
Motor vehicles	46,092		46,161
Disposals			-		(2,135,173	)
Disposals	(2,135,173)		-
			-		-
	-		2,138,340
Accumulated depreciation
Accumulated depreciation
Machinery			-		471,439
Machinery	471,439		200,237
Furniture and office equipment			-		217
Furniture and office equipment	217		99
Motor vehicles			-		46,092
Motor vehicles	46,092		46,160
Disposals			-		(517,748	)
Disposals	(517,748)		-
			-		-
	-		246,496
Net
Net
Machinery			-		-
Machinery	-		1,891,349
Furniture and office equipment			-		-
Furniture and office equipment	-		494
Motor vehicles			-		-
Motor vehicles	-		1
			-		-
	-		246,496

Depreciation expenses for the years ended March 31, ~~2010~~2011, ~~2009~~2010 and ~~2008~~2009 were $~~271~~Nil,~~994,~~ $~~199~~271,~~724~~994 and $~~140~~199,~~611~~724 respectively.

65. ~~Bank~~Income ~~and other borrowings~~taxes

	At March 31,
	2010	2009
	$	$
Secured:
Repayable within one year
Short-term loans	-	340,066

The Group is incorporated in the United States, and is subject to United States federal and state income taxes. The Group did not generate taxable income in the United States for the years ended March 31, 2009, 2010 and 2011. Its subsidiaries that are incorporated in the British Virgin Islands are not subject to income taxes under those jurisdictions. The Group’s subsidiary is subject to Hong Kong income or profit tax at 16.5% in 2011 (2010: 16.5%).

F-2014

~~SOUND~~CHATTER ~~WORLDWIDE~~BOX ~~HOLDINGS,~~CALL ~~INC.~~CENTER LIMITED

(FORMERLY KNOWN AS SOUND WORLDWIDE HOLDINGS, INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Stated in US Dollars)

75. Income ~~taxes~~Taxes (continued)

The Group is incorporated in the United States, and is subject to United States federal and state income taxes. The Group did not generate taxable income in the United States for the years ended March 31, 2008, 2009 and 2010. Its subsidiaries that are incorporated in the British Virgin Islands are not subject to income taxes under those jurisdictions. The Group’s subsidiary is subject to Hong Kong income or profit tax at 16.5% in 2010 (2009: 16.5%).

The provision for income taxes consists of the following:

	~~Year ended March 31,~~	Year ended March 31,
	2010		2009		2008
		2011		2010		2009
	$	$	$	$	$	$
Current tax
Hong Kong	-	-	-	-	-	-
Deferred tax	-	-	-	-	-	-
	-	-	-	-	-	-

A reconciliation between income tax expense and amounts calculated using the Hong Kong statutory tax rate is as follows:

	At March 31,
	2010	2009	2008
	2011	2010	2009
	$	$	$
(Loss)/income before income tax	(2,220,974)	(380,290)	1,500,424
(Loss) before income tax	(1,080,192)	(2,220,974)	(380,290)
Hong Kong statutory tax rate	16.5%	16.5%	1716.5%
Computed “expected” tax expenses	-	-	~~262,574~~-
Effect of tax exemptions granted	-	-	~~(262,574)~~-
Income taxes	-	-	-

No provision for deferred tax liabilities has been made as the Group has no material temporary differences between the tax bases of assets and liabilities and their carrying amounts in the financial statements.

~~F-21~~6. Accrued expenses and other liabilities

SOUND WORLDWIDE HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Stated in US Dollars)

8. Accrued expenses and other liabilities

Accrued expenses and other liabilities consists of the following:

	~~At March 31,~~	At March 31,
	2010	2009
		2011	2010
	$	$	$
Legal and professional fees	~~121,899~~	~~163~~78,~~077~~606	121,899
Accrued staff related costs	-	25,208
Other accruals and liabilities		13,885	1,476
Other accruals and liabilities	1,476	16,221
Other payables		183,728	-
	123,375	204,506
		276,219	123,375

97. Share based compensation

On March 9, 2009, the Board of Directors adopted the 2009 Equity Incentive Plan (the “2009 Incentive Plan”) pursuant to which 6,000,000 shares of the Company’s common stock are reserved for issuance upon exercise of stock options, and for the issuance of stock appreciation rights, restricted stock awards and performance shares. The purpose of the 2009 Incentive Plan is to provide additional incentive to employees, directors, advisors and consultants. The 2009 Incentive Plan provides for a term of 10 years from the date of its adoption by the Board of Directors, after which no awards may be made, unless the 2009 Incentive Plan is early terminated by the Board.

~~A summary of non~~F-~~vested equity share units issued under the 2009 Incentive Plan is as follows:~~15

		Weighted
		average grant
	Shares	date fair value
		$
Balance as of April 1, 2009	220,000	0.51
Granted on Nov 18, 2009	120,000	0.05
Granted on Jan 31, 2010	700,000	0.05
Granted on Feb 2, 2010	50,000	0.05
Granted on Mar 2, 2010	220,000	0.05
Balance as of March 31, 2010	1,310,000

CHATTER BOX CALL CENTER LIMITED

~~The~~(FORMERLY ~~stock~~KNOWN ~~awards~~AS ~~vest~~SOUND ~~equally~~WORLDWIDE ~~over~~HOLDINGS, ~~a period of one year from the date of grant~~INC.)

F-22

SOUND WORLDWIDE HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Stated in US Dollars)

117. ~~Commitments~~Share ~~and~~based ~~contingencies~~compensation (continued)

~~The~~A ~~Company~~summary ~~has operating lease agreements principally for its office facilities. The leases have remaining terms~~ of 3non-vested toequity 24share ~~months.~~units ~~Rental~~issued ~~expense~~under ~~was~~the ~~$36,557~~2009 ~~and~~Incentive ~~$25,454~~Plan for the ~~years~~year ~~ended~~is ~~March~~as ~~31, 2010 and 2009, respectively.~~follows:

Future minimum lease payments under non-cancellable operating lease agreements as of March 31, 2010 were as follows:

		Weighted
		average grant
	Shares	date fair value
		$
Granted on May 11, 2010	770,000	0.05
Granted on July 15, 2010	100,000	0.05
Granted on October 15, 2010	3,000,000	0.05

	3,870,000

	$
Year ending March 31,
2011	92,400
2012	23,100
Total	115,500

The stock awards vest equally over a period of one year from the date of grant.

~~Other~~8. ~~than~~Loss asper ~~disclosed above, the Company had no other material contractual obligations and had no off-balance sheet guarantees or arrangements or transactions as at March 31, 2010.~~shares

~~12.~~Basic ~~Related~~loss ~~party~~per ~~balances~~share of common stock was calculated by dividing the net loss of $1,080,192 (2010: $2,370,460 and ~~transactions~~2009: $380,290) by the weighted average number of 18,642,277 (2010: 13,631,572 and 2009: 14,053,685) common shares.

There is no dilution effect to the basic loss per share of common stock for the years presented.

9.	Commitments and contingencies

There are no future minimum lease payments under non-cancellable operating lease agreements as of March 31, 2011. Rental expenses was $Nil and $36,557 for the years ended March 31, 2011 and 2010, respectively.

Other than as disclosed above, the Company had no other material contractual obligations and had no off-balance sheet guarantees or arrangements or transactions as at March 31, 2011.

10.	Related party balances and transactions

Related party transactions

~~Related party~~	Related party	Description of transactions	Year ended March 31,	~~Year ended March 31,~~
				2010		2009		2008
			2011		2010		2009
			$	$	$	$	$	$
Yin Kee Weaving Factory (“Yin Kee”)		Purchase of raw material	-	-	-	~~1,267~~	1,267	-

~~F-23~~11. Concentration of credit

~~SOUND~~A ~~WORLDWIDE~~substantial ~~HOLDINGS,~~percentage ~~INC~~of the Company's sales are made to the following customers. Details of the customers accounting for 10% or more of total net revenue in any of the years ended March 31, 2011, 2010 and 2009 are as follows:

	2011	2010	2009

Group A	-	56%	50%
Group B	-	33%	25%
Group C	-	*	*
Group D	-	*	*
* Less than 10%

F-16

CHATTER BOX CALL CENTER LIMITED

(FORMERLY KNOWN AS SOUND WORLDWIDE HOLDINGS, INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Stated in US Dollars)

1311. Concentration of credit (continued)

ADetails ~~substantial percentage~~ of the ~~Company's~~accounts ~~sales~~receivable ~~are~~from ~~made to~~ the ~~following~~ customers~~. Details~~ ofwith the ~~customers~~largest ~~accounting~~receivable ~~for~~balances ~~10%~~at ~~or more of total net revenue in any of the years ended~~ March 31, ~~2010~~2011, ~~2009~~2010 and ~~2008~~2009 are as follows:

	2010		2009		2008
		Percentage of accounts receivable
Group A	56%		50%		29%
		2011		2010		2009
Group B	33%		25%		23%
Group A		-		79%		82%
Group C	-		*		*
Group B		-		-
Group D	-		*		*
Group C		-		-		-
* Less than 10%
Group D		-		-		-
Group E		-		-		-
Largest receivable balances		-		79%		82%

~~Details~~12. ofFair ~~the~~value ~~accounts~~of ~~receivable~~financial ~~from the customers with the largest receivable balances at March 31, 2010, 2009 and 2008are as follows:~~instruments

	Percentage of accounts receivable
	2010	2009	2008
Group A	79%	82%	77%
Group B	-	-	11%
Group C	-	-	-
Group D	-	-	-
Group E	-	-	-
Largest receivable balances	79%	82%	88%

The fair values of cash and cash equivalents, trade accounts receivable, amount due from a related party, trade accounts payable, and other payables and accrued liabilities approximated the respective carrying amounts because of the short maturity of these instruments.

1413. ~~Employee~~Subsequent ~~benefit plans~~Events

~~The~~Soon ~~Company~~after ~~operates~~the aholding ~~Mandatory~~company ~~Provident~~and ~~Fund~~its ~~Scheme~~subsidiaries ~~for~~ceased ~~all~~production ~~qualifying~~and ~~employees~~business inon ~~Hong~~March ~~Kong.~~31, ~~The~~2011, ~~assets~~the ofCompany ~~the~~is ~~scheme~~starting ~~are~~to ~~held~~engage ~~separately~~in ~~from~~the ~~those~~business ofas ~~the~~call ~~Company~~center byservice ~~trustees~~provider. The ~~Company~~central ~~contributes~~call 5%center ofoperation ~~relevant~~will ~~payroll~~be ~~costs~~domiciled toin ~~the scheme~~Manila, ~~which~~Philippines. ~~contribution~~The Company’s objective is ~~matched~~to bybecome ~~employees.~~one ~~The~~of ~~contributions~~the ~~paid~~most byviable ~~the~~call ~~Company~~center/ ~~for~~business ~~the~~process ~~years~~outsourcing ~~ended~~companies ~~March~~in ~~31,~~the ~~2010~~Philippines, ~~2009~~if ~~and~~not ~~2008~~globally. ~~were~~The ~~$Nil,~~company ~~$Nil~~is ~~and~~also ~~$42,579,~~seeking ~~respectively~~opportunity to expand its operation.

15On March 6, 2011, the company has entered into a contract to acquire assets and inventory for the operation of call center now operating in Philippines at a consideration of $55,000. ~~Fair~~The ~~value~~consummation of ~~financial~~the ~~instruments~~acquisition will take place on or before September 1, 2011.

~~The~~On ~~fair~~June ~~values~~20, of2011, ~~cash~~the ~~and~~company ~~cash~~has ~~equivalents,~~entered ~~trade~~into ~~accounts~~a ~~receivable,~~letter ~~amount~~of ~~due~~intent ~~from~~to acquire a ~~related~~company ~~party,~~(Humsay ~~short-term~~I ~~loans,~~Global ~~trade~~Services ~~accounts~~Limited) ~~payable~~which is operating in India. The agreed purchase price is $3,000,000 ~~and~~in ~~other~~Common ~~payables~~Stock ~~and~~at ~~accrued~~a ~~liabilities~~value ~~approximated~~of $1 per share; the ~~respective~~Company ~~carrying~~reserves ~~amounts~~the ~~because~~right ofto repurchase the ~~short~~stock ~~maturity~~at ofthis ~~these~~strike ~~instruments~~price prior to sale by the Seller.

F-2417

SOUND WORLDWIDE HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Stated in US Dollars)

16. Interest rate risk

The Group is exposed to interest rate risk arising from short-term variable rate borrowings from time to time. The Group’s future interest expense will fluctuate in line with any change in borrowing rates. The Group does not have any derivative financial instruments as of March 31, 2010 and 2009 and believes its exposure to interest rate risk is not material.

17. Subsequent Events

We have evaluated significant events and transactions that occurred from March 31, 2009 through the date of this report.

18. Comparative amounts

Certain amounts included in prior years’ consolidated financial statements have been reclassified to conform to the current year’s presentation. These reclassifications had no effect on reported total assets, liabilities, shareholders’ equity, or net income.

F-25

Filing Compare · Chatter Box Call Center Ltd.