UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

FOR THE QUARTERLY PERIOD ENDED ~~DECEMBER~~JUNE 3130, ~~2010~~2011

Commission file number: 000-52116

CHATTER BOX CALL CENTER LIMITED

(Exact name of Registrant as specified in its charter)


Delaware				20-5153419
(State or jurisdiction of Incorporation or organization)				(IRS Employer ID Number)

Unit 1, 14/F, Leader Industrial Centre Nos. 57-59 Au Pui Wan Street, Shatin, N.T. Hong Kong, China		N/A
Flat E, 16/F., Kin Ho Ind. Bldg. Nos. 14-24 Au Pui Wan Street, Shatin, N.T. Hong Kong, China Unit 1, 14/F, Leader Industrial Centre Nos. 57-59 Au Pui Wan Street, Shatin, N.T. Hong Kong, China		N/A
(Address of principal executive offices)		(Zip Code)
Nos. 14-24 Au Pui Wan Street, Shatin, N.T. Hong Kong, China (Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (852) 2414-1831

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)

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 (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ~~[X]~~ o No ~~[_]~~x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer large accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o

Non-accelerated filer o

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 Exchange Act).

Yes ~~[_]~~ o No ~~[X]~~ x

As of ~~February~~June 1430, 2011, the registrant had 19,516,250 shares of common stock, $0.0001 par value, issued and outstanding.

Transitional Small Business Disclosure Format Yes ~~[_]~~ o No ~~[X]~~ x

Item 1.

Interim Consolidated Financial Statements and Notes to Interim Consolidated Financial Statements

General

The accompanying reviewed interim consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q. Therefore, they do not include all information and footnotes necessary for a complete presentation of financial position, results of operations, cash flows, and stockholders' equity in conformity with generally accepted accounting principles. Except as disclosed herein, there has been no material change in the information disclosed in the notes to the consolidated financial statements included in the Company's annual report on Form 10-K for the year ended March 31, ~~2010~~2011. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature. Operating results for the three months ended ~~December~~June 3130, ~~2010~~2011 are not necessarily indicative of the results that can be expected for the year ending March 31, ~~2011~~2012.

~~SOUND WORLDWIDE HOLDINGS, INC.~~2

~~Unaudited~~CHATTER ~~Condensed~~BOX ~~Consolidated~~CALL ~~Financial~~CENTER ~~Statements~~LIMITED

~~For~~(FORMERLY ~~The~~KNOWN ~~Nine~~AS ~~Months~~SOUND ~~Ended~~WORLDWIDE HOLDINGS, INC.)

~~December~~ UNAUDITED ~~31,~~CONDENSED ~~2010~~FINANCIAL ~~and 2009~~STATEMENTS

FOR THE THREE MONTHS ENDED JUNE 30, 2011 AND 2010

(STATED IN US DOLLARS)

CHATTER BOX CALL CENTER LIMITED

(FORMERLY KNOWN AS SOUND WORLDWIDE HOLDINGS, INC.)

UNAUDITED CONDENSED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED JUNE 30, 2011 AND 2010

INDEX TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

	PAGES

UNAUDITED CONDENSED BALANCE SHEETS	5

UNAUDITED CONDENSED STATEMENTS OF OPERATIONS	6

UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS	7

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS	8 -15

CHATTER BOX CALL CENTER LIMITED

(FORMERLY KNOWN AS SOUND WORLDWIDE HOLDINGS, INC.)

UNAUDITED CONDENSED BALANCE SHEETS

(Stated in US Dollars)

SOUND WORLDWIDE HOLDIINGS, INC.

		As of
	Notes	June 30,		March 31,
		2011		2011
		$		$
ASSETS

Current assets:
Cash and cash equivalents		637		-
Prepaid expenses and other receivables		11,530		250,030

Total assets		12,167		250,030


LIABILITIES AND STOCKHOLDERS’ EQUITY

LIABILITIES

Current liabilities:
Accrued expenses and other liabilities	4	76,083		276,219
Amount due to a director		51,897		70,767

TOTAL LIABILITIES		127,980		346,986

Stockholder’s equity:
Common stock (USD 0.0001 par value - authorized 20,000,000 shares; issued and outstanding 19,516,250 shares in 2011 in June 30, 2011 and in March 31, 2011)		1,952		1,952
Additional paid-in capital		1,013,994		1,013,994
Accumulated deficit		(1,112,902	)	(1,129,449	)
Accumulated other comprehensive income		(18,857	)	16,547

Total stockholders’ equity		(115,813	)	(96,956	)

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY		12,167		250,030

~~UNAUDITED~~See ~~CONDENSED~~accompanying ~~CONSOLIDATED~~notes ~~FINANCIAL~~to ~~STATEMENTS~~financial statements

~~FOR THE NINE MONTHS ENDED DECEMBER 31, 2010 AND 2009~~5

~~INDEX~~CHATTER TOBOX ~~UNAUDITED~~CALL ~~CONDENSED~~CENTER ~~CONSOLIDATED FINANCIAL STATEMENTS~~LIMITED

		PAGES
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEET		1
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS		2
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS		3
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS		4-12

(FORMERLY KNOWN AS SOUND WORLDWIDE HOLDINGS, INC.)

~~SOUND~~UNAUDITED ~~WORLDWIDE~~CONDENSED ~~HOLDINGS,~~STATEMENTS ~~INC.~~OF OPERATIONS

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEET

(Stated in US Dollars)

			At of
			Three months ended June 30,
			December 31,			March 31,
			2011			2010
			2010			2010
	Notes		$			$
ASSETS
Net sales				-			-
Current assets:
Cost of sales				-			-
Cash and cash equivalents				3,333			30,837
Gross profit				-			-
Accounts receivable, net of allowance for doubtful accounts		3		927,747			494,651
Selling, general and administrative expenses				(18,857	)		(6,414	)
Prepaid expenses and other receivables				30			510,159
Other income				-			-
TOTAL ASSETS				931,110			1,035,647
Income from operations				(18,857	)		(6,414	)
LIABILITIES AND STOCKHOLDERS’ EQUITY
Interest expenses				-			-
LIABILITIES
Loss before income taxes				(18,857	)		(6,414	)
Current liabilities:
Income tax expenses	3			-			-
Accounts payable				-			104,762
Net loss				(18,857	)		(6,414	)
Accrued expenses and other liabilities		5		121,443			123,375
Loss per share, basic and diluted	6		(0.10 cents)			(0.04 cents)
Amount due to a director				18,676			14,357
Weighted average number of common shares outstanding, basic and diluted				19,516,250			16,416,250
TOTAL LIABILITIES				140,119			242,494
Stockholder’s equity:
Common stock (US$0.0001 par value- authorized 20,000,000 shares; issued and outstanding 15,646,250 shares in December 31, 2010 and in March 31, 2010)				1,565			1,565
Additional paid-in capital				820,880			820,881
Accumulated deficits				(51,775	)		(49,257	)
Accumulated other comprehensive income incinc(loss)/income				20,321			19,964
Total stockholders’ equity				790,991			793,153
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY				931,110			1,035,647

See accompanying notes to ~~unaudited condensed consolidated~~ financial statements.

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

~~UNAUDITED~~(FORMERLY ~~CONDENSED~~KNOWN ~~CONSOLIDATED~~AS ~~STATEMENTS~~SOUND OFWORLDWIDE ~~OPERATIONS~~HOLDINGS, INC.)

UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS

(Stated in US Dollars)

				Nine months ended December 31,
	Three months ended June 30,
				2010			2009
	2011			2010
	Notes			$			$
	$			$
Net sales					-			2,281,447
Cash flows from operating activities:
Cost of sales					-			(2,165,266	)
Net (loss)		(18,857	)		(6,414	)
Gross profit					-			116,181
Adjustments to reconcile net loss to net cash (used in) operating activities:
Selling, general and administrative expenses including share based compensation					(2,518	)		(247,640	)
Depreciation expense		-			-
Income from operations					(2,518	)		(131,459	)
Shares based compensation		-			5,197
Interest expenses					-			(31,292	)
Changes in current assets and liabilities
Loss before income taxes					(2,518	)		(162,751	)
Accounts receivable		-			(433,036	)
Income tax expenses		4			-			-
Prepaid expenses and other receivables		238,500			510,480
Net loss					(2,518	)		(162,751	)
Accounts payable		-			(104,834	)
Loss per share, basic and diluted		7		0.018 cents			1.12 cents
Amounts due to a director		(18,870	)		3,339
Weighted average number of common shares outstanding, basic and diluted					14,053,685			14,592,977
Accrued expenses and other liabilities		(200,136	)		(2,333	)
Net cash flows generated from /(used in) operating activitiesa		637			(27,601	)
Cash flow from financing activities:
Issuance of new shares		-			77
Proceeds from bank borrowings		-			-
Repayment of new bank borrowings		-			-
Net cash generated from financing activities		-			77
Effect of exchange rate changes on cash and cash equivalents		-			10
Net increase/ (decrease) in cash and cash equivalents		637			(27,514	)
Cash and cash equivalents at beginning of the year		-			30,837
Cash and cash equivalents at end of the year		637			3,323
Supplementary disclosures of cash flow information:
Interest paid		-			-
Income taxes paid		-			-

See accompanying notes to ~~unaudited condensed consolidated~~ financial statements.

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

~~UNAUDITED~~(FORMERLY ~~CONDENSED~~KNOWN ~~CONSOLIDATED~~AS ~~STATEMENTS~~SOUND OFWORLDWIDE ~~CASH~~HOLDINGS, ~~FLOWS~~INC.)

NOTES TO FINANCIAL STATEMENTS

(Stated in US Dollars)

	Nine months ended December 31,
	2010			2009
	$			$
Cash flows from operating activities:
Net loss		(2,518	)		(162,751	)
Adjustments to reconcile net income to
Net cash provided by operating activities:
Depreciation expense		-			204,071
Share based compensation		-			95,042
Changes in current assets and liabilities
Accounts receivable		(432,946	)		57,018
Prepaid expenses and other receivables		510,258			(2,434	)
Inventories		-			137,298
Accounts payable		(104,812	)		63,651
Amount due to related parties		-			11,527
Accrued expenses and other liabilities		(1,935	)		(56,654	)
Amount due to a director		4,319			-
Deposits paid		116			-
Net cash provided by operating activities		(27,518	)		346,768
Cash flow from financing activities:
New bank borrowings		-			-
Repayment of bank borrowings		-			(340,158	)
Net cash used in financing activities		-			(340,158	)
Effect of exchange rate changes on cash and cash equivalents		14			1,365
Net decrease in cash and cash equivalents		(27,504	)		7,975
Cash and cash equivalents at beginning of the period		30,837			7,989
Cash and cash equivalents at end of the period		3,333			15,964
Supplementary disclosures of cash flow information:
Interest paid		-			31,292
Income taxes paid		-			-

1a.	Organization and nature of operations

~~See~~Chatter ~~accompanying~~Box ~~notes~~Call Center Limited (the “Company”) and its previous subsidiaries were engaged in manufacturing and trading of denim fabrics and garments. The Company 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 ~~unaudited~~engage ~~condensed~~in ~~consolidated~~the ~~financial~~business ~~statements~~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.

SOUND WORLDWIDE HOLDINGS, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Stated in US Dollars)

1. Organization and nature of operations

Sound Worldwide Holdings, Inc. (the “Company”) and its subsidiaries (together, the “Group”) were principally engaged in manufacturing and trading of denim fabrics and garments.

As of September 1, Sound Worldwide Holdings, Inc. (the Company) and its subsidiaries (together, the “Group”) have merged with Chatter Box Call Center, Limited, a Business Process Outsourcing (BPO) and state of the art call center operation domiciled in Manila, Philippines.

The Chatter Box Call Center group’s objective is to become one of the most viable call center/business process virtual outsourcing companies in the Philippines and Hong Kong, if not globally. This business plan proposal is to start, operate and grow the proposed Call Center infrastructure to support its aggressive participation in the market in the next few years.

Our proposal is to have an investment partner that will share our vision in making the Philippines as the main competitive Hub for the BPO industry and will provide financial investment for our team to set up and build out an internationally standardized contact center facility providing Business Process Outsource (BPO) and Knowledge Process Outsource (KPO) Services to our clients. We have already provided the business and resources to effectively start and operate the new proposed contact center facility. We want Filipino ingenuity with foreign technology to take its stride in making this proposed business successful and be known globally in the outsourcing industry.

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.

4On 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 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.

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

~~NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~8

CHATTER BOX CALL CENTER LIMITED

(FORMERLY KNOWN AS SOUND WORLDWIDE HOLDINGS, INC.)

NOTES TO FINANCIAL STATEMENTS

(Stated in US Dollars)

~~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~~1a. ~~Ivy~~Organization ~~S.K. Lam, a director~~ and ~~officer~~nature 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 operations(~~the “Exchange”~~continued)~~. The effective date of the Exchange is April 1, 2008.~~

~~Pursuant~~On toMarch 31, 2010, the ~~agreement~~Company’s previous subsidiary, ~~Ms.~~Asian ~~Lam~~Point ~~had~~Investment ~~agreed~~Limited to(“APIL”) has entered into a fixed asset purchase agreement with Kam Wing Shing Textile Manufactory Limited for the ~~return~~sale of all plant and ~~cancellation~~equipment ofat ~~6,063,750~~a ~~shares~~consideration of ~~the~~RMB4,500,000. ~~Company~~APIL ~~common~~has ~~stock~~ceased ~~held~~operation byduring ~~her~~the year.

On February 2, 2011, the ~~company~~Company changed its name from “Sound Worldwide Holdings, Inc.” ~~filed a definitive Form 14C as part of the process~~ to ~~change its name to~~ “Chatter Box Call Center ~~Ltd~~Limited”. ~~Sound Worldwide Ltd. and Asian Point Investment Ltd. are dormant subsidiaries.~~

On March 31, 2011, the Company 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 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. The disposal has been completed on June 25, 2011.

1b.	Going concern

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 business. The ~~Group’s~~Company ~~major~~has ~~operating~~disposed ~~subsidiary,~~of ~~Asian~~2 ~~Point~~subsidiaries ~~Investment~~at ~~Limited~~a ~~(“APIL”),~~loss ~~has~~of ~~ceased~~$854,248 ~~operation~~ on 31 March ~~2010~~31, 2011.

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.

CHATTER BOX CALL CENTER LIMITED

(FORMERLY KNOWN AS SOUND WORLDWIDE HOLDINGS, INC.)

NOTES TO 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.

OnWhile ~~June 29, 2009,~~the ~~Financial~~information ~~Accounting~~presented ~~Standards~~in ~~Board(FASB) established~~ the ~~FASB~~accompanying ~~Accounting~~interim ~~Standards~~financial ~~Codification~~statements ~~(Codification)~~is asunaudited, ~~the~~it ~~single~~includes ~~source of authoritative US generally accepted accounting principles (GAAP) for~~ all ~~non-governmental~~adjustments ~~entities~~which ~~Rules~~are ~~and~~in ~~interpretive~~the ~~releases~~opinion of ~~the~~management, ~~Securities~~necessary ~~and~~to ~~Exchange~~present ~~Commission~~fairly ~~(SEC)~~the ~~and~~financial ~~also~~position, ~~sources~~results of ~~authoritative~~operations ~~US GAAP for SEC registrants. The Codification does not change US GAAP but takes previously issued FASB standards~~ and ~~other~~cash ~~U.S.~~flows ~~GAAP~~for ~~authoritative pronouncements, changes~~ the ~~way~~interim ~~the~~period ~~standards~~presented ~~are referred to, and includes them~~ in ~~specific~~accordance ~~topic~~with ~~arrears.~~accounting ~~The~~principles ~~Codification~~generally isaccepted ~~effective~~in ~~for~~the ~~financial~~United ~~statements~~States ~~issued~~of ~~for interim and annual periods ending after September 15, 2009~~America. All ~~The~~adjustments ~~adoption~~are of ~~the~~a ~~Codification~~normal ~~did~~recurring ~~not have any impact on the Group’s financial statement~~nature.

5Although these interim financial statements follow the same accounting policies and methods of their application as the Company’s March 31, 2011 annual financial statements, they do not include all information and footnotes required by generally accepted accounting principles for complete financial statements. Accordingly, it is suggested that these interim financial statements be read in conjunction with the Company’s March 31, 2011 annual financial statements.”

~~SOUND~~The ~~WORLDWIDE~~consolidated ~~HOLDINGS,~~financial ~~INC~~statements include the accounts of Chatter Box Call Center Limited and its subsidiaries. All significant inter-company balances and transactions have been eliminated in consolidation.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Stated in US Dollars)

2. Summary of principal accounting policies (continued)

Basis of presentation and consolidation (continued)

The 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.

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~~10

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

~~Accounts~~(FORMERLY ~~receivable~~KNOWN AS SOUND WORLDWIDE HOLDINGS, INC.)

~~Accounts~~NOTES ~~receivable~~TO ~~are~~FINANCIAL 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.STATEMENTS

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 December 2010 and 31 March 2010, the Group did not experience any bad debts and accordingly, did not make any allowance for doubtful debts.

SOUND WORLDWIDE HOLDINGS, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Stated in US Dollars)

2. Summary of principal accounting policies (~~Continued~~continued)

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.

Revenue recognition

The Company ~~recognized~~did 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~~generate any revenue ~~until~~during ~~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~~three ofmonths anperiod ~~arrangement. Shipping~~ended ~~documents~~June are used to verify product delivery. The 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. The Company assesses the collectability of the accounts receivable based primarily upon the creditworthiness of the customer as determined by credit checks and analysis30, ~~as well as the customer’s payment history~~2011.

Sales of goods represent the invoiced 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.

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 Nil and $3,455 for the nine months ended December 31, 2010 and 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.

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~~Company’s results of operations or financial condition for the year ended ~~December~~March 31, ~~2010~~2011. As of the date of the adoption of ASC 740, the ~~Group~~Company has no material unrecognized tax benefit which would favorably affect the effective income tax rate in future periods. The ~~Group~~Company 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 UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Stated in US Dollars)

2. Summary of principal accounting policies (Continued)

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~~Company’s other comprehensive income represented foreign currency translation adjustment.

CHATTER BOX CALL CENTER LIMITED

(FORMERLY KNOWN AS SOUND WORLDWIDE HOLDINGS, INC.)

NOTES TO FINANCIAL STATEMENTS

(Stated in US Dollars)

2.	Summary of principal accounting policies(continued)

Foreign currency translation

The functional currency of the ~~Group~~Company is ~~Hong~~United ~~Kong~~State ~~dollars~~Dollars (“HKUS$”). The ~~Group~~Company 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 Company 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.

	Dec 31,		Dec 31,
	2010		2009
Quarter end HK$ : US$ exchange rate		7.7745		7.7555
Average quarterly HK$ : US$ exchange rate		7.7612		7.7509

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

Effective January 1, 2006, the Company adopted Statements of Financial Accounting Standards (“SFAS”) No. 123R, Share-Based Payment (“SFAS No. 123R”). Under SFAS No. 123R, the Company 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 $Nil and $5,274 for the three months ended June 30, 2011 and 2010, respectively. Since share-based compensation is not tax deductible in United States, no related tax benefit has been recognized.

Earnings per share

Basic earnings per 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.

SOUND WORLDWIDE HOLDING, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Stated in US Dollars)

2. Summary of principal accounting policies (continued)

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 $Nil and $95,042 for the nine month ended December 31, 2010 and 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.

Related parties transactions

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

CHATTER BOX CALL CENTER LIMITED

(FORMERLY KNOWN AS SOUND WORLDWIDE HOLDINGS, INC.)

NOTES TO FINANCIAL STATEMENTS

(Stated in US Dollars)

2.	Summary of principal accounting policies(continued)

Recently issued accounting pronouncements

In ~~October~~May ~~2009~~2011, the FASB ~~has~~issued ~~published~~ ASU ~~2009~~2011-~~13,~~04 ~~“Revenue~~which ~~Recognition~~is ~~(Topic~~intended ~~605)-Multiple~~to ~~Deliverable~~consistent ~~Revenue~~with ~~Arrangements”,~~the ~~which~~Memorandum ~~addresses~~of ~~the~~Understanding ~~accounting~~and ~~for~~the ~~multiple-deliverable~~Boards’ ~~arrangements~~commitment topublished ~~enable~~in ~~vendors~~2006 to ~~account~~achieving ~~for~~that ~~products~~goal, orthe ~~services~~amendments ~~(deliverables)~~in ~~separately~~this ~~rather~~Update ~~than~~are asthe aresult ~~combined~~of ~~unit.~~the ~~Specifically,~~work ~~this~~by ~~guidance amends~~ the ~~criteria~~FASB inand ~~Subtopic~~the ~~605-25,~~IASB ~~“Revenue~~to ~~Recognition-Multiple-Element~~develop ~~Arrangements”,~~common requirements for ~~separating~~measuring ~~consideration~~fair invalue ~~multiple-deliverable~~and ~~arrangements.~~for ~~This~~disclosing ~~guidance~~information ~~establishes~~about afair ~~selling~~value ~~price~~measurements ~~hierarchy~~in ~~for~~accordance ~~determining~~with ~~the~~U.S. ~~selling~~generally ~~price~~accepted ofaccounting aprinciples ~~deliverable,~~(GAAP) ~~which~~and isInternational ~~based~~Financial ~~on:~~Reporting Standards (aIFRSs). ~~vendor-specific~~The ~~objective~~Boards ~~evidence;~~worked ~~(b)~~together ~~third-party~~to ~~evidence;~~ensure orthat ~~(c)~~fair ~~estimates.~~value ~~This~~has ~~guidance~~the ~~also~~same ~~eliminates~~meaning ~~the~~in ~~residual~~U.S. ~~method~~GAAP ofand ~~allocation~~in IFRSs and ~~requires~~ that ~~arrangement~~their ~~consideration~~respective befair ~~allocated~~value atmeasurement ~~the~~and ~~inception~~disclosure ofrequirements are the ~~arrangement~~same to(except ~~all~~for ~~deliverables~~minor ~~using~~differences ~~the~~in ~~relative~~wording ~~selling price method~~ and ~~also~~style). ~~requires~~The ~~expanded~~Boards ~~disclosures.~~concluded ~~The~~that ~~guidance~~the amendments in this ~~update~~Update iswill ~~effective~~improve ~~prospectively~~the ~~for~~comparability ~~revenue~~of ~~arrangements~~fair ~~entered~~value ~~into~~measurements orpresented ~~materially~~and ~~modified~~disclosed in ~~fiscal~~financial ~~years~~statements ~~beginning~~prepared onin oraccordance ~~after~~with ~~June 15, 2010~~U.S. ~~Early~~GAAP ~~adoption~~and ~~is permitted~~IFRSs. The ~~adoption~~amendments ofin this ~~standard~~Update isexplain ~~not~~how ~~expected~~ to ~~have~~measure afair ~~material~~value. ~~impact~~They ondo ~~The~~not ~~Group’s~~require ~~consolidated~~additional ~~financial~~fair ~~position~~value measurements and ~~results~~are not intended to establish valuation standards or affect valuation practices outside of ~~operations~~financial reporting.

~~ASC~~In ~~105~~June 2011, ~~Generally~~the ~~Accepted~~FASB ~~Accounting~~issued ~~Principles~~ASU ~~(“ASC~~2011-05 ~~105”),~~which ~~reorganized~~is byintended ~~topic~~to ~~existing~~improve ~~accounting~~the comparability, consistency, and transparency of financial reporting ~~guidance~~and ~~issued~~to byincrease the ~~Financial~~prominence ~~Accounting~~of ~~Standards~~items ~~Board~~reported ~~(“FASB”)~~in ~~into~~other acomprehensive ~~single~~income. ~~source~~To increase the prominence of ~~authoritative~~items ~~generally~~reported ~~accepted~~in ~~accounting~~other ~~principles~~comprehensive ~~(“GAAP”)~~income and to befacilitate ~~applied~~convergence byof ~~nongovernmental entities~~U.S. ~~All~~generally ~~guidance~~accepted ~~contained~~accounting inprinciples ~~the~~(GAAP) ~~Accounting~~and ~~Standards~~International ~~Codification~~Financial Reporting Standards (~~“ASC”~~IFRS), ~~carries~~the anFASB ~~equal~~decided ~~level~~to ofeliminate ~~authority.~~the ~~Rules~~option ~~and~~to ~~interpretive~~present ~~releases~~components of ~~the~~other ~~Securities~~comprehensive ~~and~~income ~~Exchange~~as ~~Commission~~part ~~(“SEC”)~~of ~~under~~the ~~authority~~statement of ~~federal~~changes ~~securities~~in ~~laws~~stockholders’ ~~are~~equity, ~~also~~among ~~sources~~other ofamendments ~~authoritative~~in ~~GAAP~~this ~~for SEC registrants~~Update. ~~Accordingly,~~The ~~all~~amendments ~~other~~require ~~accounting~~that ~~literature~~all ~~will~~nonowner bechanges ~~deemed~~in ~~“non-authoritative”.~~stockholders’ ~~ASC~~equity ~~105~~be ispresented ~~effective~~either onin a ~~prospective~~single ~~basis~~continuous ~~for~~statement ~~financial~~of ~~statements~~comprehensive ~~issued~~income ~~for~~or ~~interim~~in ~~and~~two ~~annual~~separate ~~periods~~but ~~ending~~consecutive ~~after September 15, 2009~~statements. ~~The~~In ~~Group~~the ~~has~~two-statement ~~implemented~~approach, the ~~guidance~~first ~~included~~statement inshould ~~ASC~~present ~~105~~total asnet ofincome ~~July 1,~~and ~~2009.~~its ~~The~~components ~~implementation~~followed ofconsecutively ~~this~~by ~~guidance~~a ~~changed~~second ~~the~~statement ~~Group’s~~that ~~references~~should topresent ~~GAAP~~total ~~authoritative~~other ~~guidance~~comprehensive ~~but~~income, ~~did~~the ~~not~~components ~~impact~~of ~~the~~other ~~Group’s~~comprehensive ~~financial~~income, ~~position~~and orthe ~~results~~total of ~~operations~~comprehensive income.

93. Income taxes

~~SOUND~~As ~~WORLDWIDE~~of ~~HOLDINGS~~period ended June 30, ~~INC~~2011 and 2010, the Company had net operating loss carried forward. The expenses for the two periods ended June 30, 2011 and 2010 will not be deducted for tax purposes and will represent a deferred tax asset. The Company will provide a valuation allowance in full amount of the deferred tax asset since there is no assurance of future taxable income

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~13

CHATTER BOX CALL CENTER LIMITED

(FORMERLY KNOWN AS SOUND WORLDWIDE HOLDINGS, INC.)

NOTES TO FINANCIAL STATEMENTS

(Stated in US Dollars)

24. ~~Summary~~ ofAccrued ~~principal~~expenses ~~accounting~~and ~~policies~~other ~~(continued)~~liabilities

InAccrued ~~January~~expenses ~~2010, the FASB issued Accounting Standards Update No. 2010-06 (ASU 2010-06), Fair Value Measurements~~ and ~~Disclosures~~other ~~which~~liabilities ~~amends~~consists ~~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.following:

In February 2010, the FASB issued ASU 2010-09 which requires that an SEC filer, as defined, evaluate subsequent events through the date that the financial statements are issued. The update also removed the requirement for an SEC filer to disclose the date through which subsequent events have been evaluated in originally issued and revised financial statements. The adoption of this guidance on January 1, 2010 did not have a material effect on the Company’s financial statements.

	As of
	June 30,	March 31,
	2011	2011
	$	$

Legal and professional fees	72,064	78,606
Other accruals and liabilities	4,019	13,885
Other payables	-	183,728
	76,083	276,219

35. ~~Accounts~~Share ~~receivable,~~based ~~net~~compensation

Accounts receivable consist of the following:

	As of
	December 31,		March 31,
	2010		2010
	(Unaudited)		(Audited)
	$		$
Accounts receivable		927,747		1,481,299
Less: allowance for doubtful accounts		-		-
		927,747		1,481,299

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

SOUND WORLDWIDE HOLDINGS, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Stated in US Dollars)

4. Income taxes

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 nine months ended December 31, 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:

	Nine months ended December 31,
	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 December 31,
	2010			2009
	$			$
(Loss)/income before income tax		(2,518	)		(162,751	)
Hong Kong statutory tax rate		16.5	%		16.5	%
Computed “expected” tax expenses		-			-
Effect of tax exemptions granted		-			-
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.

SOUND WORLDWIDE HOLDINGS, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Stated in US Dollars)

5. Accrued expenses and other liabilities

Accrued expenses and other liabilities consist of the following:

	As of
	December 31, 2010		March 31, 2010
	$		$
Legal and professional fees		119,971		121,899
Other accruals and liabilities		1,472		1,476
		121,443		123,375

6. 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-vested equity share units issued under the 2009 Incentive Plan for the year is as follows:

					Weighted	~~Weighted~~
					average grant	~~average grant~~
		Shares	~~Shares~~		date fair value	~~date fair value~~
						$
	Balance as of April 1, 2009			220,000			0.51
Granted on May 11, 2010			770,000			0.05
	Granted on Nov 18, 2009			120,000			0.05
Granted on July 15, 2010			100,000			0.05
	Granted on Jan 31, 2010			700,000			0.05
Granted on October 15, 2010			3,000,000			0.05
	Granted on Feb 2, 2010			50,000			0.05
			3,870,000
	Granted on Mar 2, 2010			220,000			0.05
	Granted on May 10, 2010			770,000			0.05
	Balance as of December 31, 2010			2,080,000

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

76. Loss Per Share

Basic loss per share of common stock was calculated by dividing the net loss by the weighted average number of shares of common stock outstanding for the period.

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

1214

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

~~NOTES~~(FORMERLY TOKNOWN ~~UNAUDITED~~AS ~~CONDENSED~~SOUND ~~CONSOLIDATED~~WORLDWIDE ~~FINANCIAL~~HOLDINGS, ~~STATEMENTS~~INC.)

NOTES TO FINANCIAL STATEMENTS

(Stated in US Dollars)

87. Comprehensive (Loss)/Income

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

98. ~~Concentration~~ Fair value of ~~credit~~financial instruments

AThe ~~substantial~~fair ~~percentage~~values of ~~the~~cash ~~Company's~~and ~~sales~~cash ~~are~~equivalents, ~~made~~prepaid toexpenses ~~the~~and ~~following~~other ~~customers. Details~~receivables, ofand ~~the~~other ~~customers~~liabilities ~~accounting~~and ~~for~~accrued ~~10%~~expenses orapproximated ~~more~~the ofrespective ~~total~~carrying ~~net~~amounts ~~revenue~~because ~~in any~~ of the ~~three~~short ~~months~~maturity ~~ended~~of ~~December~~these ~~31, 2010,and 2009 are as follows:~~instruments.

	2010		2009
Group A		-		48%
Group B		-		32%
Group C		-		*
Group D		-		*
* Less than 10%

Details of the accounts receivable from the customers with the largest receivable balances at December 31, 2010, and March 31, 2009 are as follows:

	Percentage of accounts receivable
	2010		2009
Group A		81%		82%
Group B		-		-
Group C		-		-
Group D		-		-
Group E		-		-
Largest receivable balances		79%		82%

10. Fair value of financial instruments

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

11. Subsequent Events

Soon after the holding company and its subsidiaries ceased production and business on 31 March 2010, they started to clear up the remaining business operation including the settlement of all account receivables and account payables. At the same time, the Company is exploring and studying the feasibility of engaging in the business of call center service provider. The Company is expected the business will be in operation in the next quarter.

All material subsequent events from the balance sheet date through the date of issuance of this report have been disclosed above.

Unless otherwise noted, references in this Form 10-Q to “we”, “us”, “our”, and the “Company” means Sound Worldwide Holdings, Inc. a Delaware corporation and subsidiaries.

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

CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING INFORMATION

Management’s Discussion and Analysis contains various “forward looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, regarding future events or the future financial performance of the Company that involve risks and uncertainties. Certain statements included in this Form 10-Q, including, without limitation, statements related to anticipated cash flow sources and uses, and 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 which may be beyond the control of the Company. The Company adopted at management’s discretion, 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, including those set forth therein.

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, ~~2010~~2011, as well as other factors that we are currently unable to identify or quantify, but that may exist in the future.

In 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.

The following discussion of our financial condition and results of operations should be read in conjunction with our unaudited financial statements and related notes appearing elsewhere in this report.

Organizational History and Operations

We are a holding company formed in the state of Delaware on June 26, 2006. On October 25, 2007, our predecessor 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.

Our Subsidiaries’ Organizational History

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.

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 December 31, 2008, the subsidiaries of the Company include the following:

þ· 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;

þ· 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 at a loss of US$1,108,946 resulting to a net financial loss of US$2,370,460 during the year ended March 31, 2010. APIL has ceased operation during the year.

15On March 31, 2011, the Company 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 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. The disposal has been completed on June 25, 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.

LIQUIDITY AND CAPITAL RESOURCES

Operating Activities

Gross Revenue will be supported by the continued expansion of the number of seats operating in the call center, which is slated to commence with 500 seats, increasing 500 seats per year to reach 2,500 seats by the 5th year of operation

Since the last two quarters, a comprehensive CRM – Customer Relationship Management Software has been implemented to help better streamline operations and contact management. Additionally, new aspects of management have been fulfilled, adding to upper management and advisory roles as Chief Operating Officer, Corporate Finance and Marketing. Further, there has been progress made in the area 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.

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

SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

The accompanying consolidated financial statements have been prepared in accordance 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.

Consolidation

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

Revenue Recognition

The Company 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. The 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. The Company assesses the collectability 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 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 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.

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

COMPARISON OF RESULTS OF OPERATIONS FOR THE NINE MONTHS ENDED DECEMBER 31, 2010 AND 2009

Revenues

Our revenues decreased from $2,281,447 to $0. for the nine months ended December 31, 2009 and December 31, 2010 respectively. The decrease was a result of Asian Point Investment Limited ceasing operations.

Cost of Revenues

Total cost of revenues decreased from $2,165,266 to $0. for the nine months ended December 31, 2009 and December 31, 2010 respectively. The decrease was a result of Asian Point Investment Limited ceasing operations.

Gross Profit

Our gross loss amount decreased from $116,181 to $0. for the nine months ended December 31, 2009 and December 31, 2010 respectively. The decrease was a result of Asian Point Investment Limited ceasing operations.

Operating Expenses

Our total operating expenses (selling, general & administrative expenses (SG&A)) decreased from $247,640 to $2,518 for the nine months ended December 31, 2009 and December 31, 2010 respectively. The decrease was a result of Asian Point Investment Limited ceasing operations.

Net (Loss)/Income

Our net loss income decreased from a loss of $162,752 to a loss of $2,518 for the nine months ended December 31, 2009 and December 31, 2010 respectively. The increase was a result of Asian Point Investment Limited ceasing operations.

Accounts Receivable

Accounts receivable, net allowance of doubtful accounts, increased from $494,651 to $927,747 for the nine months ended December 31, 2009 compared to the year ended March 31, 2010 respectively. The increase was a result of Asian Point Investment Limited ceasing operations. Management believes, but cannot guarantee, accounts receivable will be settled within nine months.

Current Liabilities

Total current liabilities, consisting of accounts payable, accrued expenses and other liabilities, decreased from $242,494 to $140,119 compared to the year ended March 31, 2010 respectively. The decrease was a result of Asian Point Investment Limited ceasing operations.

LIQUIDITY AND CAPITAL RESOURCES

Operating Activities

Net cash provided by operating activities totaled a deficit of ($27,518) for the nine months ended December 31, 2010, which was a decrease from the net cash provided by operating activities, which totaled $346,678 for the same period of 2009. The decrease was a result of Asian Point Investment Limited ceasing operations.

While there can be no assurances, over the first five years of operation, we expect general net income of $84,153,219 on gross revenues of $362,880,000 or 23% in percent of revenue.

Gross Revenue is supported by the continued expansion of the number of seats operating in the call center, which is slated to commence with 500 seats, increasing 500 seats per year to reach 2,500 seats by the 5th year of operation

Since the last quarter, a comprehensive CRM – Customer Relationship Management Software has been implemented to help better streamline operations and contact management. Additionally, new aspects of management have been fulfilled, adding to upper management and advisory roles as Chief Operating Officer, Corporate Finance and Marketing. Further, there has been progress made in the area 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 and expect fully to begin generating revenue within the quarter.

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

Off-Balance Sheet Arrangements

We did 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.

Recent Accounting Pronouncements

Recent accounting pronouncements that the Company has adopted or that will be required to adopt in the future are summarized below.

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 Company is currently evaluating the impact of adopting ASU 2009-14 on its financial statements.

In March 2010, the FASB issued new accounting guidance, under ASC Topic 605 on Revenue Recognition. This standard provides that the milestone method is a valid application of the proportional performance model for revenue recognition if the milestones are substantive and there is substantive uncertainty about whether the milestones will be achieved. Determining whether a milestone is substantive requires judgment that should be made at the inception of the arrangement. To meet the definition of a substantive milestone, the consideration earned by achieving the milestone (1) would have to be commensurate with either the level of effort required to achieve the milestone or the enhancement in the value of the item delivered, (2) would have to relate solely to past performance, and (3) should be reasonable relative to all deliverables and payment terms in the arrangement. No bifurcation of an individual milestone is allowed and there can be more than one milestone in an arrangement. The standard is effective for interim and annual periods beginning on or after June 15, 2010. The Company is currently evaluating the impact the adoption of this guidance will have on its consolidated financial statements.

In February 2010, the FASB issued ASU No. 2010-09, which updates the guidance in ASC 855, Subsequent Events, such that companies that file with the SEC will no longer be required to indicate the date through which they have analyzed subsequent events. This updated guidance became effective immediately upon issuance and was adopted as of the first quarter of 2010.

In February 2010 the FASB issued Update No. 2010-08 Technical Corrections to Various Topics (“2010-08”). 2010-08 represents technical corrections to SEC paragraphs within various sections of the Codification. Management is currently evaluating whether these changes will have any material impact on its financial position, results of operations or cash flows.

In January 2010 the FASB issued Update No. 2010-05 Compensation—Stock Compensation—Escrowed Share Arrangements and Presumption of Compensation (“2010-05”). 2010-05 re-asserts that the Staff of the Securities Exchange Commission (the “SEC Staff”) has stated the presumption that for certain shareholders escrowed share represent a compensatory arrangement. 2010-05 further clarifies the criteria required to be met to establish a position different from the SEC Staff’s position. The Company does not believe this pronouncement will have any material impact on its consolidated financial position, results of operations or cash flows.

In January 2010 the FASB issued Update No. 2010-04 Accounting for Various Topics—Technical Corrections to SEC Paragraphs (“2010-04”). 2010-04 represents technical corrections to SEC paragraphs within various sections of the Codification. Management is currently evaluating whether these changes will have any material impact on its consolidated financial position, results of operations or cash flows.

In January 2010 the FASB issued Update No. 2010-02 Accounting and Reporting for Decreases in Ownership of a Subsidiary—a Scope Clarification (“2010-02”) an update of ASC 810 Consolidation . 2010-02 clarifies the scope of ASC 810 with respect to decreases in ownership in a subsidiary to those of a subsidiary or group of assets that are a business or nonprofit, a subsidiary that is transferred to an equity method investee or joint venture, and an exchange of a group of assets that constitutes a business or nonprofit activity to a non-controlling interest including an equity method investee or a joint venture. Management does not expect adoption of this standard to have any material impact on its consolidated financial position, results of operations or operating cash flows. Management does not intend to decrease its ownership in any of its wholly-owned subsidiaries.

In January 2010 the FASB issued Update No. 2010-01 Accounting for Distributions to Shareholders with Components of Stock and Cash—a consensus of the FASB Emerging Issues Task Force (“2010-03”) an update of ASC 505 Equity . 2010-03 clarifies the treatment of stock distributions as dividends to shareholders and their affect on the computation of earnings per shares. Management does not expect adoption of this standard to have any material impact on its consolidated financial position, results of operations or operating cash flows.

The Company adopted ASC Topic 718, using a modified prospective application transition method, which establishes accounting for stock-based awards in exchange for employee services. Under this application, the Company is required to record stock-based compensation expense for all awards granted after the date of adoption and unvested awards that were outstanding as of the date of adoption. ASC Topic 718 requires that stock-based compensation cost is measured at grant date, based on the fair value of the award, and recognized in expense over the requisite services period. Any subsequent changes in the market value of the underlying common stock are reflected in the expense recorded in the subsequent period in which that change occurs.

Common stock, stock options and warrants issued to other than employees or directors in exchange for services are recorded on the basis of their fair value, as required by ASC Topic 718, which is measured as of the date required by ASC Topic 505-50. In accordance with ASC Topic 505-50, the non-employee stock options or warrants are measured at their fair value as of the earlier of the date at which a commitment for performance to earn the equity instruments is reached (“performance commitment date”) or the date at which performance is complete (“performance completion date”).

Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the AICPA, and the SEC did not, or are not believed by management to, have a material impact on the Company’s present or future consolidated financial statements.

WHERE YOU CAN FIND MORE INFORMATION

You are advised to read this Form 10-Q 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, Annual report on Form 10-K, 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 3. Quantitative And Qualitative Disclosures About Market Risk

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

Item 4. Controls and Procedures

a) Evaluation of Disclosure Controls and Procedures. Under the supervision and with the participation of our management, including our President, Chief Financial Officer and Secretary, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)) as of the end of the period covered by this report. Based upon that evaluation, our President, Chief Financial Officer and Secretary 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 our management 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.

b) Changes in Internal Control over Financial Reporting.

During the Quarter ended ~~December~~June 3130, ~~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.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings.

We are not a party to any legal proceedings, there are no known judgments against the Company, nor are there any known actions or suits filed or threatened against it or its officers and directors, in their capacities as such. We are not aware of any disputes involving the Company and the Company has no known claim, actions or inquiries from any federal, state or other government agency. We are not aware of any claims against the Company or any reputed claims against it at this time.

Item 1A. Risk Factors.

You should carefully consider the following risk factors together with the other information contained in this Interim Report on Form 10-Q, and in prior reports pursuant to the Securities Exchange Act of 1934, as amended and the Securities Act of 1933, as amended. If any of the risks factors actually occur, our business, financial condition or results of operations could be materially adversely affected. In such cases, the trading price of our common stock could decline. We believe there are no changes that constitute material changes from the risk factors previously disclosed in the prior reports pursuant to the Securities Exchange Act of 1934, as amended and the Securities Act of 1933 and include or reiterate the following risk factors:

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.

Note 1b of Our Unaudited Financial Statements for the quarter ended ~~December~~June 3130, ~~2010~~2011 Contains Explanatory Language That Substantial Doubt Exists About Our Ability To Continue As A Going Concern

Note 1b of Our Unaudited Financial Statements for the quarter ended ~~December~~June 3130, ~~2010~~2011 contains explanatory language that substantial doubt exists about our ability to continue as a going concern. The Notes disclose that the Company’s major operating subsidiary, Asian Point Investment Limited (“APIL”), has ceased operation on March 31, 2010. 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 If we are unable to obtain sufficient financing in the near term or find an acquisition candidate, then we would, in all likelihood, experience severe liquidity problems and may have to curtail our operations. If we curtail our operations, we may be placed into bankruptcy or undergo liquidation, the result of which will adversely affect the value of our common shares.

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, the Renminbi is 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 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.

Compliance with changing regulation of corporate governance and public disclosure will result in additional expenses and pose challenges for our management.

Changing laws, regulations and standards relating to corporate governance and public disclosure, including the Dodd-Frank Wall Street Reform and Consumer Protection Act and the rules and regulations promulgated thereunder, the Sarbanes-Oxley Act and SEC regulations, have created uncertainty for public companies and significantly increased the costs and risks associated with accessing the U.S. public markets. Our management team will need to devote significant time and financial resources to comply with both existing and evolving standards for public companies, which will lead to increased general and administrative expenses and a diversion of management time and attention from revenue generating activities to compliance activities.

Compliance With Changing Regulation Of Corporate Governance And Public Disclosure Will Result In Additional Expenses And Pose Challenges For Our Management Team.

SHOULD ONE OR MORE OF THE FOREGOING RISKS OR UNCERTAINTIES MATERIALIZE, OR SHOULD THE UNDERLYING ASSUMPTIONS PROVE INCORRECT, ACTUAL RESULTS MAY DIFFER SIGNIFICANTLY FROM THOSE ANTICIPATED, BELIEVED, ESTIMATED, EXPECTED, INTENDED OR PLANNED.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

The Company did not issue any unregistered sales of equity securities.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Removed and Reserved.

Item 5. Other Information.

There is no information with respect to which information is not otherwise called for by this form ~~except as follows:~~.

On February 2, 2011 the company “Sound Worldwide Holdings Inc.” filed a definitive Form 14C as part of the process to change its name to Chatter Box Call Center Ltd.

Item 6. Exhibits.

	Exhibit Number
Certification of Chief Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002		31.1
Certification of Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002		31.2
Certification of Chief Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002		32.1
Certification of Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002		32.2
XBRL Instance Document		101.INS	*
XBRL Schema Document		101.SCH	*
XBRL Calculation Linkbase Document		101.CAL	*
XBRL Definition Linkbase Document		101.DEF	*
XBRL Label Linkbase Document		101.LAB	*
XBRL Presentation Linkbase Document		101.PRE	*

25________________

* To be filed by Amendment.

SIGNATURES

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

Sound Worldwide Holdings, Inc. (Registrant)

/s/ Roger Kwok Wing Fan		~~Date: February 14, 2011~~
Roger Kwok Wing Fan Chief Executive Officer and Director
Roger Kwok Wing Fan	Date: August 22, 2011
/s/ Tony Ka Kin Chui		Date: February 14, 2011
Chief Executive Officer
Tony Ka Kin Chui Chief Financial Officer and Director
and Director
/s/ Tony Ka Kin Chui
Tony Ka Kin Chui	Date: August 22, 2011
Chief Financial Officer
and Director

Filing Compare · Chatter Box Call Center Ltd.