UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

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

For the fiscal year ended March 31, ~~2013~~2015

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

Commission File Number: 0-51355

STUDIO II BRANDS, INC.

(Exact name of registrant as specified in its charter)

Florida

(State or other jurisdiction of incorporation)

65-0664963

(IRS Employer Identification Number)

16/F Honest Building

9-11 Leighton Road

Causeway Bay, Hong Kong

(Address of principal executive offices)

Registrant’s telephone number, including area code: (852) 2890-1818

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

Securities registered under Section 12(g) of the Exchange Act: Common Stock, par value $0.001

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act [ ] Yes [ X ] No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the [ ]Yes [X] No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for 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.

[ X ] Yes [ ] No

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).

[ X ] Yes [ ] No

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

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

Large accelerated filer [ ]

Accelerated filer [ ]

Non-accelerated filer [ ] (Do not check if a smaller reporting company)

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

[X] No

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of the last business day of the registrant’s most recently completed second fiscal quarter. $0.00

As of ~~June~~July 2914, ~~2013~~2015, the Issuer had 1422,~~838~~233,~~018~~208 shares of common stock issued and outstanding.

PART 1

ITEM 1.

BUSINESS.

Corporate History

Studio II Brands, INC. (the “Company”) was incorporated under the laws of the State of Florida on May 6, 1996. The Company was formed as a “blank check” or “shell company” for the purpose of seeking, investigating, and, if warranted, acquiring one or more properties or businesses. From inception to February 10, 2011, the Company remained in the development stage. The Company’s only activities during this period were organizational activities, compliance with SEC reporting obligations, and seeking a suitable business acquisition.

On February 10 2011, the Company acquired all of the issued and outstanding shares of Hippo Lace Limited (“HLL”), a BVI corporation ~~(“HLL”)~~, which was incorporated in December, 2009. As a result of completion of this share exchange transaction, HLL became our wholly-owned subsidiary. ~~Also~~ In addition, as more fully described below, ~~HLL’s subsidiary,~~ Legend Sun Limited (“Legend Sun”), a Hong Kong corporation ~~(“Legend~~became ~~Sun”)~~our operating subsidiary, ~~which~~when HLL acquired in February, 2010. In January 2010, ~~became~~HHL ~~our~~acquired ~~operating~~another subsidiary, Kong Star Limited, a Hong Kong corporation (“Kong Star”) which with no business activity.

The Company completed the share exchange transaction with HLL in order to acquire the business operations carried on through its subsidiary, Legend Sun, and with the intent of focusing our business activity exclusively on those operations.

On March 29, 2012, the Company acquired through its ~~subsidiary~~HLL all of the issued and outstanding shares of Sino Wish Limited, a Hong Kong corporation (“Sino Wish”), which was incorporated in November, 2009 and ~~became~~Sino Wish had been the franchisee of the Company to operate Caffé Kenon restaurant at Tai Yau Plaza, Hong Kong since March, 2010. As a result of completion of this share exchange transaction, Sino Wish became our wholly-owned subsidiary.

~~Corporate~~On ~~Structure~~June 30, 2014, the Company completed the acquisition of Golden Spring Limited (“Golden Spring”) through HLL, a Hong Kong corporation, by purchasing all of the issued and outstanding shares of Golden Spring. Prior to its acquisition by the Registrant, Golden Spring was a subfranchisee of HLL, operating a Caffe Kenon restaurant in Hong Kong under the terms of a subfranchise agreement since September, 2013. The operation of the Caffé Kenon coffee shop owned by Golden Spring was similar to the operation of the Caffé Kenon coffee shop currently operated by HLL in Hong Kong. As a result of the acquisition of Golden Spring by HLL, the subfranchise agreement between HLL and Golden Spring was terminated. Golden Spring now continues its operation of Caffe Kenon restaurant as a company-owned store.

The Chart below depicts the Company’s corporate structure as of March 31, 2013. As depicted below, Studio II Brands owns 100% of HLL and HLL owns 100% of Legend Sun and Sino Wish.

Corporate Structure

The Chart below depicts the Company’s corporate structure as of March 31, 2015. As depicted below, Studio II Brands owns 100% of Hippo Lace Limited and Hippo Lace Limited owns 100% of Legend Sun Limited and Sino Wish Limited, Golden Spring Limited and Kong Star Limited.

[studioii10kmarch312015fin002.gif]

Current Operations

Through the Company’s operating subsidiaries, ~~Legend~~Sino ~~Sun~~Wish and ~~Sino~~Golden ~~Wish~~Spring, the Company is in the business of operating coffee ~~shop~~shops ~~restaurants~~ under the ~~tradename~~trade name “Caffe Kenon.” The Company currently owns and operates two Caffé Kenon coffee shops located in Hong Kong ~~which have been in operation since June, 2009 and March, 2010 respectively~~. These shops are operated under the terms of a franchise agreement between HLL and Sizegenic Holdings Limited (“Sizegenic”), a British Virgin Islands corporation. ~~The~~Legend ~~Company~~Sun’s ~~previously~~lease ~~had~~agreement awith ~~third~~landlord ~~restaurant~~was inexpired ~~Beijing,~~on ~~PRC~~May 31, ~~which~~2014 ~~was~~and ~~operated under~~ the ~~terms~~Company ofdid anot ~~subfranchise~~renew ~~agreement~~the contract. ~~However,~~ onAs ~~May~~a 31result, ~~2011,~~the ~~HLL~~restaurant ~~terminated~~located ~~the~~at ~~subfranchise~~Nam ~~agreement~~Hing ~~for~~Fong, ~~the~~38 ~~restaurant~~Yiu inWa ~~Beijing~~Street, ~~PRC~~Causeway Bay, ~~and~~Hong ~~that~~Kong ~~restaurant~~was isclosed nodown ~~longer~~on ~~operated~~May as28, ~~a Caffe Kenon restaurant~~2014.

Sizegenic entered into an International Exclusive Distribution and Promotion Agreement (the “Café Centro Agreement”) with Café Centro Brazil Wurzburger Vittorio &C. S.a.s., an Italian corporation (“Café Centro”) on June 26, 2009, pursuant to which Sizegenic has the exclusive right to distribute and sell coffee products supplied by Café Centro and the exclusive license to use the brand name and trademark “Caffe Kenon” in business operations for a period of ten (10) years within the region consisting of Hong Kong, Macau, Taiwan and China. On ~~February 10, 2010 and~~ April 1, 2012, Sizegenic entered into franchise agreements with HLL pursuant to which HLL was granted the right to operate a Caffe Kenon restaurant. atAs 38of ~~Yiu~~March Wa31, ~~Street~~2015, ~~Causeway~~the ~~Bay,~~company ~~Hong~~operate ~~Kong~~two ~~and~~Caffe Kenon restaurants at shop no. 208 and 209 of the 2nd floor of the Tai Yau Plaza shopping center in Wanchai, Hong Kong and Flat A, ~~respectively~~Ground Floor, Tak Cheong Building, No.44 Yiu Wa street, Nos. 28 & 29 Canal Road Street, Hong Kong.

At the two restaurants they offer Italian-style espresso drinks using “Kenon” brand coffee imported from Italy. They also serve breakfast, lunch and dinner with a moderately-priced Italian style standard menu which includes pizza, spaghetti, risotto, salads, sandwiches and desserts. In addition, Caffé Kenon Bistro serves periodic specialty meals in addition to the standard menu items. The Company seeks to establish restaurant locations in shopping and commercial areas with significant foot traffic and with easy access to underground railroad or other public transportation. Our restaurants are designed comfortably with seating areas for customers around a counter area which includes display cases for pastries and other items and a work area where staff prepare espresso drinks. The Company uses a modern stylish design for the interior with a flexible combination of tables and chairs designed to allow us to host various types of events and to accommodate a total of approximately 50 and 80 guests, respectively.

Future Plan of Operations

The Company’s future plan of operations is to seek to continue to expand by adding additional Café Kenon locations in Hong Kong and in China. Some of the new locations may be Company owned and operated as franchises of Sizegenic, and some may be subfranchise operations that are not owned by the Company, but from which the Company receives franchise and management fees. The Company also plans to search possible investment and business opportunities in different potential restaurant and catering service business segments including hotpot and traditional Chinese cuisine restaurants, and possible investment and business opportunities related to ownership and operation of a coffee farm and production of our own brand of packed coffee beans and canned coffee to be sold to wholesale and retail customers. The Company will require additional working capital in order to open new Company owned Café Kenon locations or to pursue other potential investment and business opportunities, and there is no assurance that such additional working capital funding will be available, or will be available on terms which are acceptable to

At the two restaurants, Italian-style espresso drinks using “Kenon” brand coffee imported from Italy are served. They also serve breakfast, lunch and dinner with a moderately-priced Italian style standard menu which includes pizza, spaghetti, risotto, salads, sandwiches and desserts. In addition, Caffé Kenon Bistro serves periodic specialty meals in addition to the standard menu items. The Company seeks to establish restaurant locations in shopping and commercial areas with significant foot traffic and with easy access to underground railway or other public transportation. Our restaurants are designed comfortably with seating areas for customers around a counter area which includes display cases for pastries and other items and a work area where staff prepare espresso drinks. The Company uses a modern stylish design for the interior with a flexible combination of tables and chairs designed to allow us to host various types of events and to accommodate a total of approximately 30 to 80 guests.

~~Recently,~~Future ~~our~~Plan ~~management is actively seeking business opportunities in various regions in China, including Beijing, Shanghai and Sichuan Province. As a result~~ of China’s economic development, accelerated urbanization process and the change of household consumption habits, people's demand for restaurant/catering services is increasingly growing. Management believes that the Company can apply its previous experience providing restaurant/catering services in Beijing to explore business opportunities in China. The potential plans include acting as a franchisor, operating Company-owned restaurants, and entering in to joint venture to operate restaurants with potential business partners.Operations

~~Facilities~~The Company’s future plan of operations is to seek to continue to expand by adding additional Café Kenon locations in Hong Kong and in China. Some of the new locations may be owned by the Company and operated as franchisees of Sizegenic, and some may be subfranchise operations that are not owned by the Company, but from which the Company receives franchise and management fees. The Company also plans to search possible investment and business opportunities in different potential restaurant and catering service business segments including hotpot and traditional Chinese cuisine restaurants, and possible investment and business opportunities related to ownership and operation of a coffee farm and production of our own brand of packed coffee beans and canned coffee to be sold to wholesale and retail customers. The Company will require additional working capital in order to open new Company owned Café Kenon locations or to pursue other potential investment and business opportunities, and there is no assurance that such additional working capital funding will be available, or will be available on terms which are acceptable to the Company.

~~The Company currently maintains a mailing address at 16/F Honest Motors Building 9-11 Leighton Road Causeway Bay~~Continuously, ~~Hong~~our ~~Kong,~~management ~~which~~ is ~~provided~~actively toseeking usbusiness ~~without~~opportunities ~~charge~~in ~~pursuant~~various toregions ain ~~verbal~~China, ~~agreement~~including ~~with our President~~Beijing, ~~Cheung~~Shanghai ~~Ming. The~~and ~~premises~~Sichuan ~~are provided to us without charge because the cost is considered to be immaterial~~Province. ~~This~~As ~~property is currently under lease to Ever Lucid Limited,~~ a ~~Hong~~result ~~Kong~~of ~~corporation~~China’s ~~which~~economic ~~is a subsidiary of Sizegenic~~development, ~~and~~accelerated isurbanization ~~used~~process ~~for commercial purposes by Ever Lucid Limited~~ and bythe ~~other~~change ~~subsidiaries~~ of ~~Sizegenic.~~household ~~The~~consumption ~~lease term is from July 7~~habits, ~~2011~~people's todemand ~~July~~for 6,restaurant/catering ~~2013,~~services atis aincreasingly ~~monthly~~growing. ~~rental~~Management ofbelieves ~~HK$47,627~~that ~~(approximately~~the ~~$6,115). The~~ Company iscan ~~also~~apply ~~using~~its aprevious ~~warehouse~~experience atproviding ~~Room 1622, 16~~restaurant/F,catering ~~Tuen~~services ~~Mun~~in ~~Central~~Beijing ~~Square, 28 Hoi Wing Road, Tuen Mun, N.T., Hong Kong~~ to ~~store~~explore ~~spare~~business ~~items~~opportunities ~~including~~in ~~shop furniture and equipment~~China. The ~~premises~~potential isplans ~~provided~~include byacting ~~our~~as ~~President,~~a ~~Cheung Ming~~franchisor, ~~and~~operating isCompany-owned ~~leased to Legend Sun at a monthly rental rate of HK$5~~restaurants,~~000~~ ~~(approximately $642) pursuant to an agreement entered by Legend Sun~~ and ~~Sizegenic~~entering in ~~March~~to ~~2012.~~joint ~~The~~venture ~~agreement~~to ~~may~~operate berestaurants ~~terminated~~with bypotential ~~either~~business ~~party by giving one month written notice to other party before termination~~partners.

The Company leases premises at ground floor, Nam Hing Fong, 38 Yiu Wa Street, Causeway Bay, Hong Kong, and premises at shop no. 208 and 209 of the 2nd floor of the Tai Yau Plaza shopping center in Wanchai, Hong Kong for operation of the two Caffé Kenon restaurants. The lease for the premises located at Nam Hing Fong is for a term of 5 years, commencing June 1, 2009, at a monthly rental rate of HK$52,000 for the first three years and HK$65,000 for the last two years. (approximately $6,667 and $8,333 per month respectively). The Company exercised an option to extend the term for an additional 2 years from June 1 2012 to May 31, 2014. In addition to monthly rent, The Company is also obligated to pay a monthly management fee of HK$3,897 (approximately $500), and quarterly government fees of HK$12,600 (approximately $1,615) throughout the term of the lease. At the time of execution of the option on the lease, the Company paid a refundable security deposit of HK$344,485 (approximately $44,278) representing 5 month’s rent and management fees. The lease may be terminated by the landlord prior to the expiration of its term in the event the Company breaches any of the material terms and conditions of the lease agreement.

The Company’s other Caffé Kenon restaurant is located at shop no. 208 and 209 of the 2nd floor of the Tai Yau Plaza shopping center in Wanchai, Hong Kong. The center is part of a 24 floor office building situated at the area combining business and residential customers and just a few minutes’ walk to the underground railway station. The lease for these premises was for an initial term of 3 years, commencing March 1, 2010, at a monthly base rental rate of HK$58,120 (approximately $7,451) for the first three years, and included an option to extend the term for an additional 3 years at current market rent to be agreed with the landlord.

On March 1, 2013, the Company exercised its option to extend the term of the lease for an additional 3 years and the parties agreed on a monthly base rental rate of HK$87,180 (approximately US$11,205) for the extended term of the lease. In addition to monthly base rent, we are also obligated to pay a additional rent at 12% of the monthly gross sales of the shop in excess of the base rent of HK$87,180, monthly service charges of HK$11,624 (approximately $1,494) and quarterly government fee of HK$6,900 (approximately $886). At the time of execution of the option on the lease, the Company paid a refundable security deposit of HK$606,624 (approximately $77,972) representing 6 months base rent, service charge and government fee. The lease may be terminated by the landlord due to materially default of the tenant to observe and perform its obligations of the lease.Facilities

~~Franchise~~The ~~Agreements~~ Company currently maintains a mailing address at 16/F Honest Motors Building 9-11 Leighton Road Causeway Bay, Hong Kong. The Company is also using a warehouse at Room 1622, 16/F, Tuen Mun Central Square, 28 Hoi Wing Road, Tuen Mun, N.T., Hong Kong to store spare items including shop furniture and equipment. The premises are provided by our President, Cheung Ming, and are leased to Sino Wish and Golden Spring at monthly rental rate of $322 (equivalent toHK$2,500) per each Company pursuant to an agreement entered in March 2013. The agreement may be terminated by either party by giving one month written notice to other party before termination.

~~Pursuant~~As toof ~~Franchise~~April ~~Agreement~~1, ~~dated~~2014, ~~February~~the 10Company leases shop located at ground floor, ~~2010~~Nam ~~and~~Hing ~~the~~Fong, ~~Supplementary~~38 ~~Franchise~~Yiu ~~Agreement~~Wa ~~dated~~Street, ~~March~~Causeway 1Bay, ~~2010~~Hong Kong, ~~between~~and ~~Sizegenic~~another one at shop no. 208 and ~~HLL,~~209 of the ~~Company’s~~second ~~operating~~floor ~~subsidiary,~~of ~~Legend~~the ~~Sun~~Tai Yau Plaza shopping center in Wanchai, ~~was~~Hong ~~granted~~Kong for operation of the ~~right~~two toCaffé ~~operate~~Kenon arestaurants. ~~coffee~~The ~~shop~~lease ~~restaurant~~for atthe ~~Ground~~premises ~~Floor~~located at Nam Hing Fong, 38was ~~Yiu~~for Waa ~~Street~~term of five years, ~~Causeway~~commencing ~~Bay~~June 1, ~~Hong~~2009, ~~Kong. The~~at ~~Franchise~~a ~~Agreement~~monthly isrental ~~based~~rate onof $6,667 (equivalent toHK$52,000) for the ~~International~~first ~~Exclusive~~three ~~Distribution~~years and ~~Promotion~~$8,333 ~~Agreement~~ (~~the~~equivalent ~~“Café~~toHK$65,000) ~~Centro~~for ~~Agreement”)~~the ~~entered~~remaining bytwo ~~and~~years. ~~between~~The ~~Café~~Company ~~Centro~~exercised ~~Brazil~~an ~~Wurzburger~~option ~~Vittorio~~to ~~&C.~~extend ~~S.a.s.~~the ~~“Café~~term ~~Centro”~~for ~~and~~an ~~Sizegenic~~additional ontwo years from June 261 2012 to May 31, ~~2009~~2014. ~~under~~In ~~which~~addition ~~Sizegenic~~to ~~has~~monthly rent, the ~~exclusive~~Company ~~right~~is also obligated to ~~distribute~~pay ~~and~~a ~~sell~~monthly ~~coffee~~management ~~products~~fee ~~supplied~~of by$500(equivalent ~~Café~~to ~~Centro~~HK$3,897) and ~~the~~quarterly ~~exclusive~~government ~~license~~fees of $1,615 (equivalent to ~~use~~HK$12,600) throughout the ~~brand~~term ~~name~~of ~~and~~the ~~trademark~~lease. ~~“Caffe~~At ~~Kenon”~~the intime ~~business~~of ~~operations~~execution ~~for~~of the option on the lease, the Company paid a ~~period~~refundable security deposit of ~~ten~~$44,278 (10equivalent toHK$344,485) ~~years~~representing ~~within~~five month’s rent and management fees. The lease may be terminated by the ~~region~~landlord ~~consisting~~prior to the expiration of ~~Hong~~its ~~Kong~~term in the event the Company breaches any of the material terms and conditions of the lease agreement. This lease expired on May 31, ~~Macau~~2014, ~~Taiwan~~ and ~~China~~was not renewed by the Company. The Caffé Kenon restaurant previously operated in this location was closed.

The ~~Franchise~~Company’s ~~Agreement~~other ~~and~~Caffé ~~the~~Kenon ~~Supplementary~~restaurant ~~Franchise~~is ~~Agreement~~located ~~between~~at ~~Sizegenic~~shop ~~and~~no. ~~HLL~~208 ~~were~~and ~~for~~209 anof ~~initial~~the ~~term~~2nd floor of ~~three~~the ~~year,~~Tai ~~commencing~~Yau onPlaza ~~February~~shopping ~~10,~~center ~~2010~~in Wanchai, ~~and~~Hong ~~included~~Kong. aThe ~~right~~center ofis ~~renewal~~part ~~for~~of a ~~second~~24 ~~three~~floor ~~year~~office ~~term,~~building ~~which~~situated ~~was~~at ~~exercised~~the byarea ~~HLL~~combining onbusiness ~~February~~and ~~10,~~residential ~~2013~~customers and just a few minutes’ walk to the underground railway station. The ~~Franchise~~lease ~~Agreement~~for ~~provides~~these ~~for~~premises ~~payment~~was offor an initial ~~franchise~~term ~~fee~~ of HKthree ~~$40~~years,~~000~~ ~~(approximately~~commencing USMarch $51,~~145)~~ ~~for~~2010, ~~the~~at ~~1st~~a ~~year~~monthly ~~and~~base HKrental rate of $807,~~000~~494 (~~approximately~~equivalent toHK$1058,~~272~~120) for ~~each~~the ~~remaining~~first ~~year~~three ofyears, and included an option to extend the term, ~~and~~for ~~payment~~an ofadditional athree ~~monthly~~years ~~management~~at ~~fee~~current ofmarket ~~10%~~rent ofto ~~the~~be ~~franchisee’s~~agreed ~~net~~with ~~income. Under~~ the ~~terms~~landlord. ofOn ~~the~~March ~~franchise~~1, ~~agreement~~2013, the ~~franchisor~~Company ~~has~~exercised ~~the~~its ~~right~~option to ~~approve~~extend the ~~location,~~term ~~interior~~of ~~and~~the ~~exterior~~lease ~~design,~~for ~~layout,~~an ~~furniture,~~additional ~~fixtures,~~three ~~equipment,~~years ~~signs~~ and ~~decoration~~the toparties beagreed ~~used~~on bya ~~the~~monthly ~~franchisee,~~base ~~and~~rental ~~the~~rate ~~franchisee~~of ~~has~~$11,241 ~~the~~(equivalent ~~right~~ to ~~use~~HK$87,180) for the ~~Caffé~~extended ~~Kenon~~term ~~name~~of ~~and~~the ~~trademark~~lease. ~~and~~In ~~other~~addition ~~associated~~to ~~intellectual~~monthly ~~property~~base inrent, ~~the~~we ~~operation~~are ofalso ~~its~~obligated ~~business.~~to ~~The~~pay ~~franchisee~~a isadditional ~~required~~rent toat ~~install~~12% ~~and~~of ~~use~~the amonthly ~~point~~gross sales of ~~sale~~the ~~system~~shop ~~designated~~in byexcess of the ~~franchisor~~base ~~and~~rent, tomonthly ~~provide~~service ~~sales~~charges ~~data~~of ~~and~~$1,498 ~~financial~~(equivalent ~~information~~to HK$11,624) ~~including~~and anquarterly ~~annual~~government ~~financial~~fee ~~report~~of to$883 ~~the~~(equivalent ~~franchisor~~toHK$6,900). ~~The~~At ~~franchise~~the ~~agreement~~time ~~gives~~of ~~the~~execution ~~franchisor~~of the ~~right~~option toon ~~automatically~~the ~~terminate~~lease, the ~~franchise~~Company ~~agreement~~paid ~~without~~ a ~~right~~refundable tosecurity ~~cure~~deposit inof ~~certain~~$78,231 ~~circumstances~~(equivalent ~~such~~toHK$606,624) asrepresenting ~~insolvency~~six ofmonths ~~the~~base ~~franchisee~~rent, ~~levy~~service orcharge ~~execution~~and ~~against~~government ~~the~~fee. ~~franchisee~~The bylease amay ~~creditor,~~be orterminated by the landlord in the event ~~the~~of ~~franchisee~~a ~~materially~~material ~~defaults~~default ~~under~~by the ~~terms~~tenant as a result of ~~the~~failure ~~franchise~~to ~~agreement~~observe ~~three~~and ~~times~~perform ~~within~~its aobligations 12of ~~month~~the ~~period~~lease.

InOn ~~addition~~June 30, ~~pursuant~~2014, tothe aCompany ~~supplement~~acquired toGolden ~~the~~Spring ~~foregoing~~which ~~Franchise~~was ~~Agreement,~~operating ~~which~~a ~~supplement~~Caffé Kenon restaurant. The restaurant was ~~made~~located ~~and~~at ~~entered~~Flat ~~into~~A, asGround ofFloor, ~~March~~Tak 1Cheong Building, ~~2010~~No.44 Yiu Wa Street, ~~Sizegenic~~Nos. ~~authorized~~28 ~~Legend~~& ~~Sun~~29 Canal Road Street, asHK. anThe ~~affiliate~~lease for these premises was for a term of ~~HLL~~three years, tocommencing ~~grant~~September 16, 2013, at a ~~subfranchise~~monthly ~~for~~rental ~~operation~~rate of ~~additional~~$8,768 ~~restaurants~~(equivalent atto HK$68,000) for the first two ~~following~~years ~~locations:~~and $9,026

Shop No. 02-04, 5/F, Joy City, No 28 Qingnian Road, Chaoyang District, Beijing, PRC

Shop No. 208 and 209, Tai Yau Plaza, 181 Johnston Road, Wan Chai, Hong Kong, PRC

~~HLL~~(equivalent toHK$70,000) ~~through~~for ~~its~~the ~~subsidiary~~remaining ~~Legend~~one ~~Sun~~year. In addition to monthly rent, ~~entered~~the ~~into~~Company ais ~~Franchise~~also ~~Agreement~~obligated ~~with~~to ~~Sino~~pay ~~Wish~~quarterly ongovernment ~~March~~fees of $1,077(equivalent ~~2010~~to HK$8,355) ~~granting~~throughout ~~Sino~~the ~~Wish~~term of the ~~right~~lease. toAt ~~operate~~the atime ~~restaurant~~of atexecution ~~Shop~~of ~~No.~~the ~~208~~option ~~and~~on ~~209~~the lease, ~~Tai~~the ~~Yau~~Company ~~Plaza,~~paid ~~181~~a ~~Johnston~~refundable ~~Road,~~security ~~Wan~~deposit ~~Chai~~of $26,710 ~~Hong~~(equivalent ~~Kong~~to HK$204,000) ~~PRC. Under~~representing ~~the~~three ~~terms~~months’ ofrent. ~~the~~The ~~franchise~~lease ~~agreement,~~may ~~Sino~~be ~~Wish~~terminated ~~paid~~by anthe ~~initial~~landlord ~~franchise~~prior ~~fee~~to the expiration of ~~HK$80,000~~its ~~(approximately~~term ~~$10,272),~~in ~~and~~the isevent ~~obligated~~the toCompany ~~pay~~breaches aany ~~monthly~~of ~~management~~the ~~fee~~material ~~equal~~terms toand ~~10%~~conditions of ~~its~~the ~~net~~lease ~~income~~agreement.

~~HLL,~~As ~~through~~of ~~its~~March ~~subsidiary Legend Sun~~31, ~~entered into a Franchise Agreement with Beijing Kenon Bistro Catering Limited~~2015, ~~a PRC corporation, on April 1, 2010, granting Beijing Kenon Bistro~~ the ~~right~~Company toowns ~~operate~~and aoperates ~~restaurant~~two atCaffé ~~Shop no. 02-04, 5/F, Joy City, No 28 Qingnian Road, Chaoyang District, Beijing, PRC. Under the terms of the franchise agreement, Beijing~~ Kenon ~~Bistro~~coffee ~~paid~~shops anlocated ~~initial~~in ~~franchise~~Hong ~~fee of RMB80,000 (approximately $ 11,080), and is obligated to pay a monthly management fee equal to 10% of its net income~~Kong. ~~This subfranchise agreement was terminated on May 31, 2011.~~

~~Each~~Franchise of the foregoing franchise agreements executed by HLL had an initial term of 3 years from the date of execution, and included a renewal option for a second 3 year term. The franchise agreements also give the franchisor the right to approve the location, interior and exterior design, layout, furniture, fixtures, equipment, signs and decoration to be used by the franchisee, and the franchisee has the right to use the Caffé Kenon name and trademark and other associated intellectual property in the operation of its business. The franchisee is required to install and use a point of sale system designated by the franchisor and to provide sales data and financial information, including an annual financial report to the franchisor. The franchise agreement gives the franchisor the right to automatically terminate the franchise agreement without a right to cure in certain circumstances such as insolvency of the franchisee, levy or execution against the franchisee by a creditor, or in the event the franchisee materially defaults under the terms of the franchise agreement three times within a 12 month period.Agreements

OnPursuant ~~May~~to 31Franchise Agreements dated February 10, ~~2011~~2010 and April 1, ~~HLL~~2012 ~~terminated~~between ~~the~~Sizegenic ~~subfranchise~~and ~~agreement~~HLL, ~~for~~it granted the ~~restaurant~~Company’s inoperating ~~Beijing~~subsidiaries, ~~PRC,~~Legend Sun and ~~accordingly~~Sino Wish, with the ~~renewal~~right ~~option~~to ~~was~~operate ~~not~~coffee ~~exercised~~shop ~~for~~restaurant under the ~~premises~~Caffe ~~occupied~~Kenon byname. ~~that~~The ~~restaurant. On~~Franchise ~~April~~Agreement 1,is ~~2012,~~based ~~following~~on ~~acquisition~~the byInternational ~~HLL~~Exclusive ofDistribution ~~100%~~and ofPromotion Agreement (the ~~outstanding~~“Café ~~stock~~Centro ofAgreement”) ~~Sino~~entered ~~Wish~~by and between Café Centro Brazil Wurzburger Vittorio &C. S.a.s. “Café Centro” and Sizegenic on June 26, ~~HLL~~2009 ~~terminated~~under which Sizegenic has the ~~subfranchise~~exclusive ~~agreement~~right ~~for~~to ~~the~~distribute ~~restaurant~~and atsell ~~Tai~~coffee ~~Yau~~products ~~Plaza,~~supplied ~~Hong~~by ~~Kong.~~Café ~~That~~Centro ~~restaurant~~and isthe ~~now~~exclusive ~~operated~~license ~~under~~to use the ~~terms~~brand name and trademark “Caffe Kenon” in business operations for a period of ten (10) years within the ~~Franchise~~region ~~Agreement~~consisting ~~between~~of ~~HLL~~Hong Kong, Macau, Taiwan and ~~Sizegenic~~China.

~~Competition~~ The Franchise Agreement and the Supplementary Franchise Agreement between Sizegenic and HLL were for an initial term of three years, commencing on February 10, 2010, and included a right of renewal for a second three-year term, which was exercised by HLL on February 10, 2013. The initial franchise fee for the first year was about $5,157 (equivalent to HK$40,000) and each remaining year of the term would charge HLL a fee of $10,319 (equivalent to HK$80,000). There was also payment of a monthly management fee of 10% of the franchisee’s net income. On February 10, 2015, the Franchise Agreement has been renewed. Under the terms of the franchise agreement, the franchisor has the right to approve the location, interior and exterior design, layout, furniture, fixtures, equipment, signs and decoration to be used by the franchisee, and the franchisee has the right to use the Caffé Kenon name and trademark, as well as other associated intellectual property used in the operation of its business. The franchisee is required to install and use a point of sale system designated by the franchisor and to provide sales data and financial information, including an annual financial report, to the franchisor. The franchise agreement gives the franchisor the right to automatically terminate the franchise agreement without a right to cure in certain circumstances such as insolvency of the franchisee, levy or execution against the franchisee by a creditor, or in the event the franchisee materially defaults under the terms of the franchise agreement three times within a 12 month period.

~~The~~On ~~retail~~September ~~food~~16, ~~industry~~2013, ~~in which~~ the Company ~~competes,~~has isentered ~~made~~into upa ofsubfranchise ~~supermarkets,~~agreement ~~convenience~~with ~~stores,~~Golden ~~coffee~~Spring ~~shops,~~Limited ~~snack bars~~(“GSL”), ~~delicatessens~~pursuant ~~and~~to ~~restaurants,~~which ~~and~~GSL iswas ~~intensely~~granted ~~competitive~~the ~~with~~right ~~respect~~ to ~~food~~operate ~~quality,~~a ~~price,~~Caffe ~~service,~~Kenon ~~convenience,~~restaurant ~~location~~located ~~and~~at ~~concept. The~~Tak ~~industry~~Cheong isBuilding, ~~often~~29 ~~affected~~Canal byRoad ~~changes~~East, inCauseway ~~consumer~~Bay, ~~tastes;~~Hong ~~regional~~Kong. orUnder ~~local economic conditions; currency fluctuations; demographic trends; traffic patterns;~~ the ~~type,~~terms ~~number and location~~ of ~~competing~~the ~~food~~franchise ~~retailers~~agreement ~~and~~the ~~products;~~subfranchisee ~~and~~paid ~~disposable~~an ~~purchasing~~initial ~~power. In~~franchise ~~Hong~~fee ~~Kong~~of ~~where~~$12,850 ~~the~~(equivalent ~~Company~~to ~~currently~~HK$100,000), ~~operates one restaurant~~ and ~~have~~is ~~one~~obligated ~~franchised~~to ~~location~~pay ita ~~competes~~monthly ~~with~~management afee ~~large~~equal ~~number~~to 10% of ~~coffee~~its ~~shops~~gross ~~which~~income. ~~primarily~~On ~~sell~~June ~~coffee~~30, ~~drinks~~2014, ~~and~~subsequent ~~have~~to ~~only~~the aend ~~limited selection~~ of ~~food.~~the ~~These~~fiscal ~~include~~year, ~~large~~the ~~international~~Company, ~~franchise~~acting ~~operations~~through ~~such~~its assubsidiary, ~~Starbucks~~HLL, ~~and~~entered ~~many~~into ~~small~~an ~~shops~~agreement ~~which~~to ~~have~~acquire ~~only~~all ~~a single location or a limited number~~ of ~~locations. In~~the ~~addition,~~equity ~~because~~ of ~~the~~Golden ~~fact~~Spring ~~that~~Limited. itThe ~~also~~acquisition ~~has~~was acompleted ~~full~~on ~~menu~~June ~~and offer moderately-priced meals~~ 30, it2014. ~~also~~As ~~competes~~of ~~with~~that ~~numerous~~date, ~~café’s~~Golden ~~and~~Spring ~~coffee~~Limited ~~shops~~became ~~which~~a ~~are~~wholly-owned ~~primarily~~subsidiary ~~restaurants~~of ~~and may or may not offer espresso style coffee drinks. Therefore~~HLL, atand the ~~present time, our primary competitors vary in each location,~~

subfranchise agreement between HLL and ~~consist~~Golden Spring Limited was terminated. As a result of ~~other~~the ~~moderately-priced~~acquisition ~~restaurants~~of Golden Spring Limited by HLL, ~~café’s~~Golden ~~and~~Spring ~~specialty~~Limited ~~coffee~~will ~~shops~~now ~~located~~operate inits ~~the~~Caffe ~~same~~Kenon ~~area.~~restaurant as a Company-owned store instead of as a subfranchisee.

Competition

The retail food industry, in which the Company competes, is made up of supermarkets, convenience stores, coffee shops, snack bars, delicatessens and restaurants, and is intensely competitive with respect to food quality, price, service, convenience, location and concept. The industry is often affected by changes in consumer tastes; regional or local economic conditions; currency fluctuations; demographic trends; traffic patterns; the type, number and location of competing food retailers and products; and purchasing power. In Hong Kong where the Company currently operates two restaurants and has one subfranchised restaurant it competes with a large number of coffee shops which primarily sell coffee drinks and have only a limited selection of food. These include large international franchise operations such as Starbucks, and many small shops which have only a single location or a limited number of locations. In addition, because of the fact that it also has a full menu and offer moderately-priced meals, it also competes with numerous café’s and coffee shops which are primarily restaurants and may or may not offer espresso style coffee drinks. Therefore, at the present time, our primary competitors vary in each location, and consist of other moderately-priced restaurants, café’s and specialty coffee shops located in the same area.

Suppliers and Raw Materials

The Company’s restaurants and franchisees purchase a substantial number of food and paper products, equipment and other restaurant supplies from a variety of third party distribution companies. The principal items purchased include food products, paper and packaging materials. The Company ~~purchase~~purchases all coffee beans and coffee products, including the necessary equipment to make espresso drinks, from Café Centro Brazil Wurzburger Vittorio &C. S.a.s., an Italian corporation (“Café Centro”) under the terms of the International Exclusive Distribution and Promotion Agreement (the “Café Centro Agreement”) dated June 26, 2009 between Sizegenic and Café Centro. In ~~both~~ Hong Kong ~~and Beijing~~, where all of our restaurants and franchisees are currently located, there are many suppliers of food and paper products, and in each location itwe currently purchases these items from numerous local suppliers, none of which supply a significant percentage of the our supplies and raw materials ~~it requires~~.

Employees

The Company currently has a total of approximately 2317 full-time and 312 part time employees, including 74 management and administration personnel, and ~~approximately~~25 19 other employees who work in ~~restaurant~~the restaurants. The restaurant employees include chefs, barista’s who make espresso coffee drinks, and ~~servers~~waiters/waiteresses.

Intellectual Property

The Company has the right to use the Trademark “Caffe Kenon” in its operations pursuant to the terms of the Franchise Agreement with Sizegenic. The Franchise Agreement for Legend Sun had an initial term of one year, which was expired February 10, ~~2011~~2013 and ~~has~~had been renewed for another two years. The Franchise Agreement for Sino Wish had an initial term of three years and an option to renew for another three years. ~~These~~ two Franchise Agreements had the Company’s right to use the Trademark continues as long as they remain in effect. In addition, the Company has proprietary recipes it has developed which it uses and which it authorizes its franchisees to use.

These two Franchise Agreements had the Company’s right to use the Trademark continues as long as they remain in effect. In addition, the Company has proprietary recipes it has developed which it uses and which it authorizes its franchisees to use.

Government Regulation

The Company’s operating subsidiaries, ~~Legend~~Sino ~~Sun~~Wish and ~~Sino~~Golden ~~Wish~~Spring ~~acquired~~obtained Business Registration Certificate from the Inland Revenue Department of Hong Kong Special Adminstrative Region (“HKSAR”) on ~~March~~November 3026, 2009 and ~~November~~September 262, ~~2009~~2013, respectively. ~~Legend~~ ~~Sun~~Sino Wish and ~~Sino~~Golden ~~Wish~~Spring are required to renew the Certificate with a fee and to file annual ~~profit~~profits tax return supported by audited financial statements on annual basis.

The restaurants ~~owned~~obtained ~~by acquired~~ relevant restaurant license from Food and Environmental Hygiene Department of HKSAR for the provision of foods and beverages at the above-mentioned premises by compliance to the following conditions:

(a) compliance with licensing requirements in respect of health, ventilation, gas safety, building structure and means of escape imposed by Licensing Authority; and

(b) compliance with fire services requirements imposed by the Director of Fire Services.

~~Legend~~Sino ~~Sun~~Wish and ~~Sino~~Golden ~~Wish~~Spring are required to provide statutory required benefits such as mandatory provident fund contribution, leaves, holidays and employee compensation insurance to eligible staff.

ITEM 2.

PROPERTIES.

The Company currently has no investments in real estate, real estate mortgages, or real estate securities. As mentioned in ITEM 1 “Facilities”, the Company maintains a mailing address at 16/F Honest Motors Building, 9-11 Leighton Road, Causeway Bay, Hong Kong which is provided without charge pursuant to a verbal agreement with our President, Cheung Ming, and the Company also lease premises at Ground Floor Nam Hing Fong, 38 Yiu Wa Street, Causeway Bay, Hong Kong, and at shop no. ~~208 and 209 of the 2nd floor of Tai Yau Plaza shopping center, Wanchai, Hong Kong, for operation of our restaurants.~~

ITEM 3.

LEGAL PROCEEDINGS.

The Company is not a party to any pending legal proceedings, and no such proceedings are known to be contemplated. No director, officer or affiliate of the Company, and no owner of record or beneficial owner of more than 5.0% of the securities of the Company, or any associate of any such director, officer or security holder is a party adverse to the Company or has a material interest adverse to the Company in reference to pending litigation.

ITEM 4.

(REMOVED AND RESERVED)

PART II

ITEM 5.

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND SMALL BUSINESS ISSUERS PURCHASES OF EQUITY SECURITIES.

Market Information.

No public trading market exists for the Company's securities.

Holders.

As of March 31, ~~2013~~2015 there were 1422,~~838~~233,~~018~~208 shares of common stock issued and outstanding and approximately 7980 shareholders of record.

Dividends.

The Company has not declared or paid any cash dividends on its common stock during the fiscal years ended March 31, ~~2013~~2015 or ~~2012~~2014. There are no restrictions on the common stock that limit our ability to pay dividends if declared by the Board of Directors, and the holders of common stock are entitled to receive dividends when and if declared by the Board of Directors, out of funds legally available therefore and to share pro-rata in any distribution to the stockholders. Generally, the Company is not able to pay dividends if after payment of the dividends, it would be unable to pay its liabilities as they become due or if the value of the Company’s assets, after payment of the liabilities, is less than the aggregate of the Company’s liabilities and stated capital of all classes.

ITEM 6.

SELECTED FINANCIAL DATA.

Not Applicable.

ITEM 7.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION.

SPECIAL NOTE OF CAUTION REGARDING FORWARD-LOOKING STATEMENTS

CERTAIN STATEMENTS IN THIS REPORT, INCLUDING STATEMENTS IN THE FOLLOWING DISCUSSION, ARE WHAT ARE KNOWN AS "FORWARD LOOKING STATEMENTS", WHICH ARE BASICALLY STATEMENTS ABOUT THE FUTURE. FOR THAT REASON, THESE STATEMENTS INVOLVE RISK AND UNCERTAINTY SINCE NO ONE CAN ACCURATELY PREDICT THE FUTURE. WORDS SUCH AS "PLANS," "INTENDS," "WILL," "HOPES," "SEEKS," "ANTICIPATES," "EXPECTS "AND THE LIKE OFTEN IDENTIFY SUCH FORWARD LOOKING STATEMENTS, BUT ARE NOT THE ONLY INDICATION THAT A STATEMENT IS A FORWARD LOOKING STATEMENT. SUCH FORWARD LOOKING STATEMENTS INCLUDE STATEMENTS CONCERNING OUR PLANS AND OBJECTIVES WITH RESPECT TO THE PRESENT AND FUTURE OPERATIONS OF THE COMPANY, AND STATEMENTS WHICH EXPRESS OR IMPLY THAT SUCH PRESENT AND FUTURE OPERATIONS WILL OR MAY PRODUCE REVENUES, INCOME OR PROFITS. NUMEROUS FACTORS AND FUTURE EVENTS COULD CAUSE THE COMPANY TO CHANGE SUCH PLANS AND OBJECTIVES OR FAIL TO SUCCESSFULLY IMPLEMENT SUCH PLANS OR ACHIEVE SUCH OBJECTIVES, OR CAUSE SUCH PRESENT AND FUTURE OPERATIONS TO FAIL TO PRODUCE REVENUES, INCOME OR PROFITS. THEREFORE, THE READER IS ADVISED THAT THE FOLLOWING DISCUSSION SHOULD BE CONSIDERED IN LIGHT OF THE DISCUSSION OF RISKS AND OTHER FACTORS CONTAINED IN THIS REPORT ON FORM 10-K AND IN THE COMPANY'S OTHER FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION. NO STATEMENTS CONTAINED IN THE FOLLOWING DISCUSSION SHOULD BE CONSTRUED AS A GUARANTEE OR ASSURANCE OF FUTURE PERFORMANCE OR FUTURE RESULTS.

PLANS AND OBJECTIVES OR FAIL TO SUCCESSFULLY IMPLEMENT SUCH PLANS OR ACHIEVE SUCH OBJECTIVES, OR CAUSE SUCH PRESENT AND FUTURE OPERATIONS TO FAIL TO PRODUCE REVENUES, INCOME OR PROFITS. THEREFORE, THE READER IS ADVISED THAT THE FOLLOWING DISCUSSION SHOULD BE CONSIDERED IN LIGHT OF THE DISCUSSION OF RISKS AND OTHER FACTORS CONTAINED IN THIS REPORT ON FORM 10-K AND IN THE COMPANY'S OTHER FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION. NO STATEMENTS CONTAINED IN THE FOLLOWING DISCUSSION SHOULD BE CONSTRUED AS A GUARANTEE OR ASSURANCE OF FUTURE PERFORMANCE OR FUTURE RESULTS.

RESULTS

The following discussion regarding results of operation relates to the business operations which are carried on through our operating subsidiaries, ~~Legend~~Sino ~~Sun~~Wish and ~~Sino~~Golden ~~Wish~~Spring. The Company believes the following information is relevant to an assessment and understanding of our results of operation and financial condition for the year ended March 31, ~~2013 and after the Company acquired Sino Wish in March 2012~~2015. The following discussion should be read in conjunction with the Consolidated Financial Statements and related Notes appearing elsewhere in this Form.

Our consolidated financial statements are stated in US Dollars and are prepared in accordance with generally accepted accounting principles of the United States (“US GAAP”).

All the below analysis are comparing the year ended March 31, ~~2013~~2015 and March 31, ~~2012~~2014.

As discussed in Item 1. Business, on March 29, 2012, the Company consummated its acquisition of Sino Wish. In order to provide a meaningful comparison of our financial results, the following pro forma information presents the Company’s consolidated results of continuing operations as if the acquisition had occurred at the beginning of each period presented and is provided for the purpose of comparative analysis since Sino Wish results of operations is significant to the Company.

	Pro Forma Comparisons
	Twelve-Months Ended
	As Reported March 31, 2012	Sino Wish For the period from 1 April, 2011 to March 28, 2012	Pro Forma March 31, 2012 (including Sino Wish)
Revenue	381,716	455,849	837,565
Cost of revenue	(104,681)	(141,302)	(245,983)
	─────────	────────	────────
Gross profit	277,035	314,547	591,582
Operating expense:
Staff cost	76,654	97,623	174,277
Rent, government fee, management fee	115,815	109,662	225,477
Electricity, gas and utilities	20,982	20,382	41,364
Depreciation	24,476	8,377	32,853
Professional and audit fee	129,512	3,287	132,799
Others	49,450	59,759	109,209
	─────────	────────	────────
Total operating expense	416,889	299,090	715,979
(Loss)/income from operation	(139,854)	15,457	(124,397)
Interest & other income/ (expense)
Other income	3,497	3,646	7,143
Other expenses	(1,372)	(2,649)	(4,021)
	─────────	────────	────────
(Loss)/income before income taxes	(137,729)	16,454	(121,275)
Income tax expenses	(6,501)	-	(6,501)
	─────────	────────	────────
Net (loss)/income from continuing operations	(144,230)	16,454	(127,776)
	─────────	────────	────────

	Pro Forma Comparisons
	Twelve-Months Ended
	2013	2012 Pro forma	2013 compared to 2012
Revenue	782,282	837,565	(55,283)
Cost of goods sold	(181,103)	(245,983)	64,880
	─────────	─────────	─────────
Gross profit	601,179	591,582	(9,597)
Operating expenses	(699,229)	(715,979)	16,750
	─────────	─────────	─────────
Operating loss	(98,050)	(124,397)	26,347
Other income	6,973	7,143	(170)
Other expenses	-	(4,021)	4,021
	─────────	─────────	─────────
Total other income, net	6,973	3,122	3,851
Income tax benefit/(expenses)	1,258	(6,501)	7,759
	─────────	─────────	─────────
Net loss from continuing operations	(89,819)	(127,776)	37,957
	─────────	─────────	─────────

Revenue

Revenue for both years ended March 31, ~~2013~~2015 and ~~2012~~2014 mainly consists of catering services income from company-owned restaurants in Hong Kong.

The decrease of $556,~~283~~112, or approximately 61%, isof ~~mainly~~total ~~due~~revenue todropping ~~the~~from ~~drop~~$785,746 in ~~catering~~2014 ~~revenue~~as ~~due~~compared towith ~~decoration of the Tai Yau Plaza~~$779,734 ~~where~~in ~~one of the restaurants (Sino Wish) is located~~2015, inwas ~~October~~mainly ~~2012,~~due ~~resulting~~to inthe decrease in ~~number~~subfranchise income of ~~visitors~~$6,087 tofor the ~~plaza~~year asended ~~well~~2015 ascompared ~~number~~with of$25,666 ~~customers~~in to2014 ~~the~~even ~~restaurants. Except~~though ~~for this~~ the ~~monthly~~ revenue from catering services ~~remained~~increased ~~stable~~by ~~over~~$13,467 ~~the~~in ~~year as compared with previous years~~2015.

~~Cost~~Operating ofcosts ~~Revenue~~and expenses

~~Cost~~Operating ofcosts ~~revenue~~and ~~represents~~expenses ~~cost~~for ofthe ~~food~~year ~~and~~ended ~~beverage~~March ~~materials~~31, 2015 and ~~products~~2014 ~~for~~consist ~~catering~~of ~~services~~the ~~sold by company-owned restaurants.~~following:

The decrease in cost of revenue of $64,880 for the year ended March 31, 2013, as compared to 2012 is in line with the decrease of income due to the decoration of Tai Yau Plaza mentioned above.


	Twelve-Months Ended
	2015			2014		2015 compared to 2014

Food and supplies Staff costs	$		219,884 189,850	$	172,048 238,431	$	17,802 (18,547)
Rent, government fee, management fee	331,573			280,705		50,868
Electricity, gas and utilities	36,713			42,491		(5,778)
Depreciation	27,706			32,724		(5,018)
Legal and professional fee	109,952			85,170		24,782
Fixed assets written off	30,254			-		30,254
Impairment on goodwill	54,244			-		54,244
Others	110,216			95,267		14,949
Other operating (income)/expense, net	(7,568)			(5,601)		(1,967)

	$	1,102,824		$	941,235	$	161,589

~~Gross Profit~~11

~~Gross~~Cost ~~profit~~of revenue represented cost of food and beverage materials and products for catering services sold by company-owned restaurants. The increase in cost of revenue of $17,802 for the year ended March 31, ~~2013~~2015, ~~amounting~~as compared to ~~$601,179~~2014 ~~represents~~was ~~the~~in ~~result~~line ofwith the ~~revenues~~increase ~~less costs~~ of ~~revenues~~catering ~~from~~service ~~company~~income ~~owned~~and ~~restaurants,~~inflation ~~which~~in isprice ~~consistent~~of ~~with~~food ~~previous~~and ~~years.~~supplies

~~There~~The isincrease ~~slight~~of ~~improvement~~operating incosts ~~gross profit margin, however, if staff cost~~ and ~~rental (which is included in administrative~~ expenses) isfor ~~considered~~the ~~then~~year ~~the~~ended ~~gross~~March ~~profit~~31, ~~margin~~2015 isas ~~similar~~compared to ~~previous~~2014, ~~years~~which ~~due~~represented toan ~~the continuing~~ increase ~~in cost~~ of ~~operations. Management~~$161,589 isor ~~conservative~~approximately on17%, ~~the~~was ~~improvement~~mainly ~~in GP margin~~ due to the ~~continuing~~impairment ~~inflation~~on goodwill and ~~keen~~fixed ~~competition~~assets inwritten ~~Hong~~off ~~Kong~~recorded in 2015.

Operating Expenses

Operating expenses for the year ended Mar 31, 2013 and 2012 consist of the following:

	Pro Forma Comparisons
	Twelve-Months Ended
	2013	2012 Pro forma	2013compared to 2012
Staff costs	219,887	174,276	45,611
Rent, government fee, management fee	231,780	225,477	6,303
Electricity, gas and utilities	45,766	41,364	4,402
Depreciation	32,954	32,853	101
Legal and professional fee	103,111	132,799	(29,688)
Others	65,731	109,210	(43,479)
	─────────	─────────	─────────
	699,229	715,979	(16,750)
	─────────	─────────	─────────

The decrease of operating expenses to $699,229 for the year ended March 31, 2013 as compared to operating expenses of $715,979 (on a pro forma basis) for the year 2012, which represents a decrease of $16,750 or approximately 2%, is mainly due to less professional and audit fees and others occurred comparing to year 2012. However, the continuing increase in staff cost due to inflation and keen competition has led to increase in operating expenses.

Other income and expenses

Other income and expenses for the year ended March 31, ~~2013~~2015 and ~~2012~~2014 mainly ~~represent~~represented the tips from customers of Company-owned restaurants. There iswas no significant fluctuation for both years ~~2013~~2015 and ~~2012~~2014.

Net loss from ~~continuing~~ operations

Net loss for the year ended March 31, ~~2013~~2015 amounting to $89238,~~819~~592 ~~represents~~excluded ~~the~~impairment ~~operating~~on ~~loss~~goodwill and write off of ~~company~~fixed ~~owned~~assets. ~~restaurants~~While ~~$3,852,~~the ~~and~~Company’s ~~loss~~restaurants ~~result~~could ~~from~~be ~~corporate~~operated ~~charges~~at ~~which~~a isnear ~~mainly~~break-even level, legal and professional fee for maintenance and compliance with relevant SEC laws and regulations of the Company had made the Company suffered from loss in both years of 2015 and 2014. The result of loss and its nature ~~remain~~of business remained similar as last year.

LIQUIDITY AND CAPITAL RESOURCES

A shareholder of the Company, Cheung Ming, has paid expenses on behalf of the Company in exchange for a promissory note, non-interest bearing and without fixed repayment term. Amounts payable to the aforesaid shareholder at March 31, ~~2013~~2015 and ~~2012~~2014 were $~~442~~124,~~722~~239 and $~~525~~509,~~455~~519, respectively.

The external source of liquidity attributed to operating income, improved gross margin contribution and stable operating expenses. No material unused sources of liquid assets.

The Company’s ~~anticipates~~operations ~~that~~had ~~the~~been ~~approximately~~mainly ~~$7,000~~supported ~~monthly~~by ~~average~~the ~~net~~interest ~~cash~~free ~~inflow~~advance ~~generated~~ from ~~our~~its ~~Company~~major ~~owned~~stockholder ~~restaurants~~who ~~will~~did benot ~~sufficient~~require toimmediate ~~meet~~repayment ~~our working capital requirements for our current level~~ of ~~operations and to sustain our business operations at~~ the ~~current levels for the next twelve months~~advance.

AsThe ofconsolidated ~~March~~financial 31statements have been prepared assuming that the Company will continue as a going concern and, ~~2013~~accordingly, they do not include any adjustments that might result from the outcome of this uncertainty. The Company’s minimal revenues and ~~2012~~its dependency on continuing funding from its stockholders, ~~there~~raise ~~were~~substantial nodouble ~~material~~about ~~commitments~~its ~~for~~ability ~~capital~~to ~~expenditures~~continue ~~for~~as ~~business~~a ~~operations~~going concern.

As of March 31, 2015 and 2014, there were no material commitments for capital expenditures for business operations.

The Company anticipates that it will need to raise additional funds to fully implement the potential business plan and related strategies as described in “Future plan of operations” above. The Company does not currently have any specific plans in place to raise additional capital, and there is no assurance that the Company will be successful in its efforts to raise additional capital. At such time as the Company does seek to raise additional capital it intends to consider both debt and equity financings to fund its plans.

OFF-BALANCE SHEET ARRANGEMENTS

As of March 31, ~~2013~~2015 and ~~2012~~2014, the Company does not have any off-balance sheet arrangements.

SUBSEQUENT EVENTS

There was no significant subsequent event.

ITEM 7A.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not Applicable.

ITEM 8.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

The full text of our audited consolidated financial statements as of March 31, ~~2013~~2015 and ~~2012~~2014 begins on page F-1 of this annual report.

1513

STUDIO II BRANDS, INC. AND SUBSIDIARIES
AUDITED FINANCIAL STATEMENTS
FOR THE YEAR ENDED MARCH 31, 2013
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
		Page
Report of Independent Registered Public Accounting Firm		F-1
Consolidated Balance Sheets as of March 31, 2013 and 2012		F-2
Consolidated Balance Sheets as of March 31, 2015 and 2014		F-2
Consolidated Statements of Operations
	for the years ended March 31, 2013 and 2012	F-3
	for the years ended March 31, 2015 and 2014	F-3
Consolidated Statements of Stockholder’s Equity
Consolidated Statement of Stockholder’s Equity
	for the years ended March 31, 2013 and 2012	F-4
	for the years ended March 31, 2015 and 2014	F-4
Consolidated Statements of Cash Flows
	for the years ended March 31, 2013 and 2012	F5-F6
	for the years ended March 31, 2015 and 2014	F5-F6
Notes to the Consolidated Financial Statements		F7-F19

1614

REPORT OF INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM

TO THE BOARD OF DIRECTORS AND STOCKHOLDERS OF

STUDIO II BRANDS, INC. AND SUBSIDIARIES

We have audited the accompanying consolidated balance sheets of Studio II Brands Inc. and subsidiaries (the “Company”) as of March 31, ~~2013~~2015 and ~~2012~~2014, and the related consolidated statements of operations, changes in stockholders’ equity, and cash flows for each of the years in the two-year period ended March 31, ~~2013~~2015. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Studio II Brands Inc. and subsidiaries as of March 31, ~~2013~~2015 and ~~2012~~2014, and the related consolidated statements of operations, changes in stockholders’ equity, and cash flows for each of the years in the two-year period ended March 31, ~~2013~~2015, in conformity with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in note 2 to the consolidated financial statements, the Company’s minimal revenues and its dependency from continued funding from its stockholder raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

UHY VOCATION HK CPA LIMITED

Certified Public Accountants

Hong Kong, the People’s Republic of China, ~~28 June 2013~~

~~F-1~~15

STUDIO II BRANDS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

	March 31, 2013	March 31, 2012
	March 31, 2015			March 31, 2014
ASSETS
Current assets
Cash	$ ~~22,705~~	~~$ 25,912~~	18,696	$	19,837
Due from related party	52,120	320,796
Other receivables	-			7,624
Inventories	65,~~010~~248	~~3,950~~		4,706
	───────	───────
Total current assets	23,944			32,167
Total current assets	80,835	350,658
Property and equipment, net	78,120			57,691
	───────	───────
Security deposits	116,904			135,769
Property and equipment, net	90,415	121,784
Goodwill	387,549			311,291
Security deposits	135,226	105,514
Tax recoverable	-			1,129
Goodwill	311,291	311,291
Total assets	$		606,517	$	538,047
Tax recoverable	4,751	-
LIABILITIES AND EQUITY
	───────	───────
Current liabilities
Total assets	$ 622,518	$ 889,247
Accounts payable and accrued expenses	$		183,318	$	151,149
	========	========
Bank overdraft	5,152			-
LIABILITIES AND STOCKHOLDER'S EQUITY
Total current liabilities	188,470			151,149
Current liabilities
Payable to stockholder	124,239			509,519
Accounts payable and accrued expenses	$ 147,028	$ 109,222
Total liabilities	312,709			660,668
Income tax payable	-	4,072
COMMITMENTS AND CONTINGENCIES
Payable to stockholder	-	88,998
EQUITY
Due to related party	-	26,072
Common stock, 100,000,000 shares authorized with par value $0.001; 22,233,208 shares issued and outstanding as of March 31, 2015 and 14,838,018 as of March 31, 2014	22,233			14,838
	───────	───────
Additional paid-in capital	1,179,059			446,935
Total current liabilities	147,028	228,364
Accumulated deficit	(907,484)			(584,394)
Payable to stockholder	442,722	538,296
Total equity /(deficit)	293,808			(122,621)
	───────	───────
TOTAL LIABILITIES AND EQUITY	$	606,517		$	538,047
Total liabilities	589,750	766,660
	───────	───────
COMMITMENS AND CONTINGENCIES
STOCKHOLDER'S EQUITY
Common stock, 100,000,000 shares authorized with par value $0.001; 14,838,018 shares issued and outstanding as of March 31, 2013 and 2012	14,838	14,838
Additional paid-in capital	446,935	446,935
Accumulated deficit	(429,005)	(339,186)
	───────	───────
Total stockholder’s equity	32,768	122,587
	───────	───────
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY	$ 622,518	$ 889,247
	========	========

See accompanying notes to consolidated financial statements

~~F-2~~16

STUDIO II BRANDS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

	Year ended March 31, 2013	Year ended March 31, 2012
	Year ended March 31, 2015		Year ended March 31, 2014
Revenue
Food and beverage income	$ ~~782,282~~	~~$ 381~~773,~~716~~647	$	760,180
Franchise and management fee income	-6,087	~~12,472~~	25,666
	────────	────────
	779,734		785,846
	782,282	394,188
Operating costs and expenses
Cost of goods sold (exclusive of depreciation)	(181,103)	(104,681)
Food and supplies	189,850		172,048
	────────	────────
Payroll and employee benefits	219,884		238,431
Gross profit	601,179	289,507
Rental expenses	273,535		280,705
Operating expenses	(699,229)	(416,889)
Selling, general and administrative expenses	342,625		255,652
	────────	────────
Fixed assets written off	30,254		-
Operating loss	(98,050)	(127,382)
Impairment on goodwill	54,244		-
	────────	────────
Other operating (income)/expense, net	(7,568)		(5,601)
Other income/(expenses)
	1,102,824		941,235
Other income	6,973	3,497
Net loss before income taxes	(323,090)		(155,389)
Other expenses	-	(1,372)
Income tax expenses	-		-
	────────	────────
Net loss	$	(323,090)	$	(155,389)
Total other income, net	6,973	2,125
Basic and fully diluted loss per common share	$	(0.02)	$	(0.01)
Net loss before income taxes	(91,077)	(125,257)
Weighted average shares outstanding	19,619,566		14,838,018
Income tax benefit/(expenses)	1,258	(6,501)
	────────	────────
Net loss from continuing operations	(89,819)	(131,758)
Discontinued operations, net of taxes	-	896
	────────	────────
Net loss	$ (89,819)	$ (130,862)
	────────	────────
Other comprehensive income	$ -	$ -
	────────	────────
Comprehensive income	$ (89,819)	$ (130,862)
	=========	=========
Basic and fully diluted loss per common share	$ 0.01	$ 0.01
	=========	=========
Weighted average shares outstanding	14,838,018	11,996,399
	=========	=========

See accompanying notes to consolidated financial statements

~~F-3~~17

STUDIO II BRANDS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF STOCKHOLDER'S EQUITY

FOR THE ~~YEAR~~YEARS ENDED MARCH 31, ~~2013~~2015 AND 2014

	Common Stock, Par value of $0.001		~~Additional~~	~~Accumulated~~	~~Total stockholder's~~Additional			Accumulated				Total Equity
	Number	~~Amount~~	~~paid-in capital~~Amount	~~deficit~~	~~Equity~~paid-in capital					Deficit			(deficit)
Balance as of April 1, 2011	11,899,276	11,900	258,871	(208,324)	62,447
Balance as of April 1, 2013	14,838,018		$	14,838		$	446,935		$		(429,005)		$	32,768
Common stock issued for acquisition of Sino Wish	2,938,742	2,938	188,064	-	191,002
Net loss for the year	-		-			-			(155,389)				(155,389)
Net loss for the year	-	-	-	(130,862)	(130,862)
Balance as of March 31, 2014	14,838,018		$	14,838		$	446,935		$		(584,394)		$	(122,621)
	────────	────────	────────	─────────	─────────
Issue of shares upon conversion of stockholder’s loan	5,095,190		5,095			504,424			-				509,519
Balance as of March 31, 2012	14,838,018	$ 14,838	$ 446,935	$ (339,186)	$ 122,587
Issue of shares for acquisition of a subsidiary	2,300,000		2,300			227,700			-				230,000
Net loss for the year	-	-	-	~~(89,819)~~	~~(89,819)~~	-			(323,090)				(323,090)
	─────────	────────	────────	────────	─────────
Balance as of March 31, 2015	22,233,208		$	22,233		$	1,179,059		$		(907,484)		$	(293,808)
Balance as of March 31, 2013	14,838,018	$ 14,838	$ 446,935	$ (429,005)	$ 32,768
	==========	=========	=========	=========	=========

See accompanying notes to consolidated financial statements

~~F-4~~18

STUDIO II BRANDS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

	Year ended March 31, 2013	Year ended March 31, 2012
	Year ended March 31, 2015		Year ended March 31, 2014
CASH FLOWS FROM OPERATING ACTIVITIES
Cash flows from operating activities
Net loss	$ ~~(89,819)~~	$ (~~131~~323,~~758~~090)	$	(155,389)
Adjustments to reconcile net loss to net cash (used in)/provided by operating activities:
Adjustments to reconcile net loss to net cash (used in) operating activities:
Depreciation	3227,~~954~~706	~~16,099~~	32,724
Changes in operating assets and liabilities:
Fixed assets written off	30,254		-
Account and other receivable	-	16,543
Impairment of goodwill	54,244		-
Inventories	(2,060)	2,679
Changes in operating assets and liabilities:
Due from related parties	268,676	(185,999)
Other receivables	7,626		(7,624)
Security deposit	(29,712)	(107)
Inventories	2,051		1,304
Accounts payable and accrued expenses	37,806	49,570
Due from related parties	-		52,120
Income tax payable	(8,823)	(2,160)
Security deposit	49,732		(543)
Due to related parties	(26,072)	(53,503)
Accounts payable and accrued expenses	17,237		4,121
Payable to stockholder	(184,572)	302,533
Income tax payable	1,130		3,622
Cash (used in)/provided by operating activities-continuing operations	(1,622)	13,897
Payable to stockholder	124,155		66,797
Cash used in discontinued operations	-	(5,136)
Net cash used in operating activities	(8,955)		(2,868)
NET CASH (USED IN)/PROVIDED BY OPERATING ACTIVITIES	(1,622)	8,761
Cash flow from investing activities
CASH FLOWS FROM INVESTING ACTIVITIES
Cash paid for acquisition of fixed assets	(1,675)		-
Purchase of plant and machinery	(1,585)	(657)
Cash acquired from acquisition of a subsidiary	4,077		-
Cash acquired in acquisition of subsidiary	-	7,724
Net cash generated from investing activities	2,402		-
NET CASH (USED IN)/ PROVIDED BY INVESTING ACTIVITIES	(1,585)	7,067
Effect of exchange rate	260		-
CASH FLOWS FROM FINANCING ACTIVITIES
Net change in cash	(6,293)		(2,868)
Repayment of stockholder’s loan	-	(13,861)
Cash
NET CASH USED IN BY FINANCING ACTIVITIES	-	(13,861)
Beginning of year	19,837		22,705
NET CHANGE IN CASH	(3,207)	1,967
End of year	13,544		19,837
CASH
Analysis of the balances of cash and cash equivalents
Beginning of year	25,912	23,945
Cash	18,696		19,837
End of year	22,705	25,912
Bank overdraft	(5,152)		-
	=============	============
	13,544		19,837
Supplemental disclosures of cash flow information:
Cash paid for interest	$	-	$		-
Cash paid for income taxes	$	-	$		-
Non-cash investing and financing	$	230,000	$		-

See accompanying notes to consolidated financial statements

~~F-5~~19

Supplemental cash flow information regarding the Company’s acquisitions in 2014 is as follows:

(a) Issuance of common shares for acquisition of a subsidiary:


	2014
Fair value of assets acquired	$	110,190
Less fair value of liabilities assumed	(14,895)

Net assets acquired	95,295
Less shares issued	(230,000)
Add cash acquired	4,077

Value of excess of purchase price allocated to goodwill	$	130,628

(b) Conversion of stockholder’s loan into common shares	$	509,519

STUDIO II BRANDS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 ORGANIZATION

Studio II Brands, Inc. (the “Company”) was formed on May 6, 1996 in the State of Florida. The Company’s activities before February, 2011 were primarily directed towards the raising of capital and seeking business opportunities. The Company has transitioned from its development stage to operational activities as of February 10, 2011. On February 10, 2011, the Company entered into and consummated a share exchange agreement with Hippo Lace Limited (“HLL”), a BVI corporation and Mr. Gu Yao (“Gu”), the sole stockholder of HLL to acquire Gu’s 100% interests of HLL and its wholly owned subsidiary, Legend Sun Limited (“Legend Sun”) a limited liability company incorporated and domiciled in Hong Kong and its principal activity is to provide catering services in Hong Kong. In conjunction with the acquisition, the Company completed the closing of the exchange transaction under the terms of the Exchange Agreement and Supplementary Agreement on February 10, 2011 by issued 2,291,100 shares of its Common Stock to Gu as consideration (i) to acquire all of the issued and outstanding shares of HLL owned by Gu valued at $34,450 or approximately $0.015 per share, and (ii) to pay off the outstanding stockholder loan owed to Gu Yao by HLL. Accordingly, after completion of the transaction described above, the outstanding stockholder loan in the amount of $184,226 was owed by HLL to the Company. In January 2010, HHL acquired another subsidiary, Kong Star Limited, a Hong Kong corporation (“Kong Star”) which had no business activity.

The Company has transitioned from its development stage to operational activities as of February 10, 2011. On February 10, 2011, the Company entered into and consummated a share exchange agreement with Hippo Lace Limited (“HLL”), a BVI corporation and Mr. Gu Yao (“Gu”), the sole stockholder of HLL to acquire Gu’s 100% interests of HLL and its wholly owned subsidiary, Legend Sun Limited (“Legend Sun”) a limited liability company incorporated and domiciled in Hong Kong and its principal activity is to provide catering services in Hong Kong. In conjunction with the acquisition, the Company completed the closing of the exchange transaction under the terms of the Exchange Agreement and Supplementary Agreement on February 10, 2011 by issued 2,291,100 shares of its Common Stock to Gu as consideration (i) to acquire all of the issued and outstanding shares of HLL owned by Gu valued at $34,450 or approximately $0.015 per share, and (ii) to pay off the outstanding stockholder loan owed to Gu Yao by HLL. Accordingly, after completion of the transaction described above, the outstanding stockholder loan in the amount of $184,226 was owed by HLL to the Company.

On March 29, 2012, the Company through its subsidiary HLL entered into and consummated a stock purchase agreement with Sino Wish Limited (“Sino Wish”) and Ms Vivian Choi (“Vivian”), the sole stockholder of Sino Wish to (i) acquire Vivian’s 100% interests of Sino Wish which is incorporated and domiciled in Hong Kong as a Company’s franchisee to operate Caffé Kenon restaurant at Tai Yau Plaza, Hong Kong, and (ii) repay the stockholder’s loan from Vivian to HLL. The purchase price for the acquisition of Sino Wish amounted to $280,000, and was determined through arm’s length negotiation. A total of $191,002 was paid through issuance to the seller of a total of 2,938,742 shares of common stock of the Company valued at $0.065 per share. Such shares are restricted securities as defined in Rule 144 under the Securities Act of 1933. The balance of the purchase price in the amount of $88,998 is payable through the assumption of the outstanding balance of a stockholder loan owed by Sino Wish to the seller. The stockholder loan assumed by HLL is due and payable, without interest, in four equal quarterly installments, with payments due as of the last day of each calendar quarter following the Closing Date hereunder, with the first such installment due on or before December 31, 2012, and with the entire unpaid balance due on or before March 31, 2013. HLL or its designees had the option to prepay the stockholder loan in whole or in part at any time during the fiscal year from April 1, 2012 to March 31, 2013. The loan of $88,998 had been fully repaid as of March 31, 2013.

On June 30, 2014, through HLL, the Company completed the acquisition of Golden Spring Limited (“Golden Spring”), a Hong Kong corporation, by purchasing all of the issued and outstanding shares of Golden Spring. Prior to its acquisition, Golden Spring was a subfranchisee of HLL, operating a Caffe Kenon restaurant in Hong Kong under the terms of a subfranchise agreement dated September, 2013. The operations of the Caffé Kenon coffee shop owned by Golden Spring are similar to the operations of the Caffé Kenon coffee shop currently operated by HLL in Hong Kong. Both restaurants serve Italian-style espresso drinks using “Kenon” brand coffee imported from Italy, as well as breakfast, lunch, and dinner with a moderately-priced Italian style standard menu which includes pizza, spaghetti, risotto, salads, sandwiches and desserts. As a result of the acquisition of Golden Spring by HLL, the subfranchise agreement between HLL and Golden Spring was cancelled. Golden Spring now continues its operation of Caffe Kenon restaurant as a company-owned store. The purchase price for the acquisition of Golden Spring was a total of $230,000, which was paid through issuance to the seller of a total of 2,300,000 shares of common stock of the Registrant valued at $0.10 per share. Such shares are restricted securities as defined in Rule 144 under the Securities Act of 1933.

NOTE 2 GOING CONCERN AND MANAGEMENT’S PLANS

The Company’s independent registered public accounting firm’s report of the consolidated financial statements for the years ended March 31, ~~2013~~2015 and ~~2012~~2014 contained an explanatory paragraph regarding the Company’s ability to continue as a going concern.

These consolidated financial statements have been prepared assuming that the Company will continue as a going concern and, accordingly, they do not include any adjustments that might result from the outcome of this uncertainty. The Company’s minimal revenues, its dependency on continuing funding from its stockholders raise substantial doubt about its ability to continue as a going concern. The Company's business plan includes raising funds from outside potential investors. However, there is no assurance that it will be able to do so.

STUDIO II BRANDS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 3 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a)

Basis of presentation

The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America. The Company’s ~~presentation~~reporting currency is the United States Dollar.

F-6

STUDIO II BRANDS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(b)

Principles of consolidation

The audited consolidated financial statements as of March 31, ~~2013~~2015 and ~~2012~~2014 include the Company and its wholly-owned subsidiaries, HLL, Legend Sun, ~~and~~ Sino Wish, Golden Spring and Kong Star. All significant intercompany accounts and transactions have been eliminated in consolidation. ~~Additionally, the results of operations and cash flows include the Sino Wish from the date of acquisition, March 29, 2012.~~

(c)

Use of estimates

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management of the Company 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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The Company’s significant estimates include the reserves related to receivables, the recoverability and useful lives of long lived assets and realizable values for inventories.

(d)

Foreign currency translation

Assets and liabilities of foreign subsidiaries are translated at the rate of exchange in effect on the balance sheet date; income and expenses are translated at the average rate of exchange prevailing during the period; and the stockholders’ equity is translated at historical exchange rate. The related transaction adjustments are reflected in “Accumulated other comprehensive income / (loss)’’ in the equity section of the consolidated balance sheet.

		March 31, 2013	March 31, 2012
	March 31, 2015	March 31, 2014
Period end HK$:US$ exchange rate	$ 7.7536	$ 7.~~7742~~7567	~~$ 7.7642~~
Average twelve-months ended HK$:US$ exchange rate	$ 7.7551	$ 7.~~7769~~7586	~~$ 7.7759~~

(e)

Property and equipment

Property and equipment are stated at cost less accumulated depreciation and impairment losses. Improvements to leased assets or fixtures are amortized over their estimated useful lives or lease period, whichever is shorter. Expenditures for repairs and maintenance, which do not extend the useful life of the assets, are expensed as incurred.

Depreciation expense is recorded over the asset’s estimated useful lives or lease period, using the straight line method, at the following annual rates:

Furniture and equipment: 10% - 20%, per annum

Computer equipment: 10%, per annum

Leasehold improvements: over the lease term or useful life

(f)

Inventories

Inventories consist of finished goods which include food and beverage materials and products for catering service. Inventories are measured at the lower of cost or market value. The cost of inventories comprises all costs of purchases, costs of conversion and other costs incurred in bringing the inventories to their present location and condition, ~~and~~ is assigned by using a first-in first-out basis. Market value is determined by reference to selling prices after the balance sheet date or to management’s estimates based on prevailing market conditions. The management also regularly evaluates the composition of its inventories to identify slow-moving and obsolete inventories to determine if a valuation allowance is required.

STUDIO II BRANDS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 3 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

(g)

Security deposits

Security deposits mainly consist of five months rental and management fee security deposits, electricity and water meter deposits for company owned restaurants.

F-7

STUDIO II BRANDS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(h)

Cash

Cash consist of cash on hand and at banks. The Company's cash deposits are held with financial institutions located in United States and Hong Kong. Management believes these financial institutions are of high credit quality.

(i)

Goodwill

Goodwill represents the excess of the purchase price over the fair value of the identifiable tangible and intangible assets acquired and the fair value of liabilities assumed in an acquisition. Accounting Standards Codification (“ASC”)-350-30-50 “Goodwill and Other Intangible Assets” requires the testing of goodwill and indefinite-lived intangible assets for impairment at least annually. The Company tests goodwill for impairment in the fourth quarter each year. Goodwill impairment is computed using the expected present value of associated future cash flows. ~~There was no impairment of goodwill as of March 31, 2013.~~

In accordance with FASB ASC 350, we perform goodwill impairment testing at least annually, unless indicators of impairment exist in interim periods. The impairment test for goodwill uses a two-step approach. Step one compares the estimated fair value of a reporting unit with goodwill to its carrying value. If the carrying value exceeds the estimated fair value, step two must be performed. Step two compares the carrying value of the reporting unit to the fair value of all of the assets and liabilities of the reporting unit (including any unrecognized intangibles) as if the reporting unit was acquired in a business combination. If the carrying amount of a reporting unit’s goodwill exceeds the implied fair value of its goodwill, an impairment loss is recognized in an amount equal to the excess.

During the year, we performed our annual goodwill impairment test and estimated the fair value of each of our reporting units based on the income approach (also known as the discounted cash flow (“DCF”) method, which utilizes the present value of cash flows to estimate fair value). As one of our owned restaurants operated by Legend Sun was closed on May 28, 2014, there were no future cash flows for this reporting unit. As a result, there was impairment of goodwill of $54,244 for March 31, 2015 and $Nil for March 31, 2014.

(j)

Impairment of long-lived assets

Long-lived assets are comprised of property and equipment. Pursuant to the provisions of ASC360-10, “Property, plant and equipment”, long-lived assets to be held and used are reviewed for possible impairment whenever events indicate that the carrying amount of such assets may not be recoverable by comparing the undiscounted cash flows associated with the assets to their carrying amounts. If such a review indicates an impairment, the carrying amount would be reduced to fair value. Based on the Company’s assessment, there were no events or changes in circumstances that would indicate any impairment of long-lived assets as of March 31, 2015.

~~Based~~As one of our owned restaurants operated by Legend Sun was closed on ~~the~~May ~~Company’s~~28, ~~assessment~~2014, ~~there~~the related fixed assets were nodisposed ~~events~~of orand ~~changes~~result in ~~circumstances~~a ~~that~~loss ~~would~~on ~~indicate~~write ~~any~~off ~~impairment~~ of ~~long-lived~~fixed assets as of $30,254 for March 31, ~~2013~~2015.

STUDIO II BRANDS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 3 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

(k)

Accounts payable and accrued expenses consist of the following:

	March 31, 2013	March 31, 2012
	March 31, 2015		March 31, 2014
Accounts payable	$ ~~26,145~~	~~$ 44~~24,~~025~~454	$	27,969
Accrued expenses
Payroll and rental expenses	78,886		80,107
Legal and professional fees	-	22,324
Other operating expenses	79,978		43,073
Payroll and other operating expenses	120,883	42,873
	$	183,318	$	151,149
	────────	────────
	$ 147,028	$ 109,222
	=========	=========

(l)

Fair value measurements

ASC Topic 820, Fair Value Measurement and Disclosures, defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC Topic 820 also establishes a fair value hierarchy which requires classification based on observable and unobservable inputs when measuring fair value. There are three levels of inputs that may be used to measure fair value:

Level 1 — Quoted prices in active markets for identical assets or liabilities.

Level 2 — Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3 — Unobservable inputs that are supported by little or no market activity and ~~that~~ are significant to the fair value of the assets or liabilities.

Determining which category an asset or liability falls within the hierarchy requires significant judgment. The Company evaluates its hierarchy disclosures each quarter.

FThe carrying values of cash, accounts and other receivables, accounts payable and accrued expenses, and short-8term borrowings from related party were approximate fair values due to their short maturities.

~~STUDIO~~There IIwas ~~BRANDS,~~no ~~INC.~~asset ~~AND~~or ~~SUBSIDIARIES~~liability measured at fair value on a non-recurring basis as of March 31, 2015.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The carrying values of cash, accounts and other receivables, accounts payable and accrued expenses, and short-term borrowings from related party approximate fair values due to their short maturities.

There was no asset or liability measured at fair value on a non-recurring basis as of March 31, 2013.

(m)

Income Taxes

Income taxes are provided for using the liability method of accounting in accordance with ASC 740 “Income Taxes”. A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax basis. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.

Deferred income tax assets and liabilities are determined based upon differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be effective when the differences are expected to reverse.

Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. 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 the statements of income in the period that includes the enactment date.

The Company ~~adopted~~follows ASC 740 which prescribes a more-likely-than-not threshold for financial statement recognition and measurement of a tax position taken in the tax return. This interpretation also provides guidance on de-recognition of income tax assets and liabilities, classification of current and deferred income tax assets and liabilities, accounting for interest and penalties associated with tax positions, accounting for income taxes in interim periods and income tax disclosures.

STUDIO II BRANDS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 3 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

(n)

Other comprehensive income

The Company has adopted ASC 220 “Comprehensive Income”. This statement establishes rules for the reporting of comprehensive income and its components. Comprehensive income consists of net income and foreign currency translation adjustments.

(o)

Revenue recognition

Revenue represents the invoiced value of goods sold or services provided. Revenue is recognized when all the following criteria are met:

(i)

Persuasive evidence of an arrangement exists.

(ii)

Services had been rendered.

(iii)

The seller’s price to the buyer is fixed or determinable, and

(iv)

~~Collectivity~~Collection is reasonably assured.

Revenue from sales is recognized when food and beverage products are sold. Franchise fee income on the annual fee for sublicensing of the brand name and trademark “~~Caffe~~Caffé Kenon” and the 10% management fee on eligible monthly net income of subfranchiee are recognized after granting the non-exclusive rights and all contractual obligations are performed and report of net income from subfranchisee respectively.

(p)

Employee benefits

The Company operates a Mandatory Provident Fund Scheme (the "MPF Scheme") under the Hong Kong Mandatory Provident Fund Schemes Ordinance for those employees employed under the jurisdiction of the Hong Kong Employment Ordinance. The MPF Scheme is a defined contribution scheme, the assets of which are held in separate trustee-administered funds. The Company's contributions to the scheme are expensed as incurred and are vested in accordance with the scheme's vesting scales.

F-9

STUDIO II BRANDS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(q)

Segment information

The Company uses the “management approach” in determining reportable operating segments. The management approach considers the internal organization and reporting used by the Company’s chief operating decision maker for making operating decisions and assessing performance as the source for determining the Company’s operating segments. Management, including the chief operating decision maker, reviews operating results solely by monthly revenue and operating results of the two operating subsidiaries in Hong Kong. As such, management has determined that the two subsidiaries are the Company’s only operating segment. As the Company’s operations and customers are principally all located in Hong Kong, no geographic information has been presented.

(r)

Commitments and contingencies

In the normal course of business, the Company is subject to contingencies, including legal proceedings and environmental claims arising out of the normal course of businesses that relate to a wide range of matters, including among others, contracts breach liability. The Company records accruals for such contingencies based upon the assessment of the probability of occurrence and, where determinable, an estimate of the liability. Management may consider many factors in making these assessments including past history, scientific evidence and the specifics of each matter.

As of March 31, ~~2013~~2015, the Company's management has ~~evaluated~~confirmed ~~all~~that there was no such ~~proceedings~~proceeding ~~and~~or claims. In the opinion of management, ~~the~~there ~~ultimate~~was ~~disposition~~no ofmatter ~~these~~which ~~matters~~ will ~~not~~ have a material adverse effect on the Company's financial position, liquidity or results of operations.

STUDIO II BRANDS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 3 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

(s)

Recent accounting pronouncements

~~There~~In isMay no2014, ~~recently~~the FASB issued ~~accounting~~Accounting ~~pronouncements~~Standards ~~adopted~~Update byNo. ~~the~~2014-09, ~~Company~~Revenue from Contracts with Customers (ASU 2014-09), which supersedes nearly all existing revenue recognition guidance under U. ~~Management~~S. ~~does~~GAAP. ~~not~~The ~~believe~~core principle of ASU 2014-09 is to recognize revenues when promised goods or services are transferred to customers in an amount that ~~any~~reflects ~~recently~~the ~~issued~~consideration to which an entity expects to be entitled for those goods or services. ASU 2014-09 defines a five step process to achieve this core principle and, ~~but~~in ~~not~~doing so, more judgment and estimates may be required within the revenue recognition process than are required under existing U.S. GAAP. The standard is effective for annual periods beginning after December 15, ~~accounting~~2016, ~~standards~~and interim periods therein, ifusing ~~currently~~either ~~adopted~~of the following transition methods: (i) a full retrospective approach reflecting the application of the standard in each prior reporting period with the option to elect certain practical expedients, ~~would~~or (ii) a retrospective approach with the cumulative effect of initially adopting ASU 2014-09 recognized at the date of adoption (which includes additional footnote disclosures). Early adoption is not permitted. The adoption of this guidance is not expected to have a material ~~effect~~impact on the ~~accompanying~~Company’s consolidated financial statements.

~~NOTE~~In 4August ~~PROPERTY~~2014, ~~AND~~the ~~EQUIPMENT~~FASB issued Accounting Standards Update No. 2014-15, Presentation of Financial Statements – Going Concern (Subtopic 205-40), Disclosure of Uncertainties about an Entities Ability to Continue as a Going Concern (ASU 2014-15). The guidance in ASU 2014-15 sets forth management's responsibility to evaluate whether there is substantial doubt about an entity's ability to continue as a going concern as well as required disclosures. ASU 2014-15 indicates that, when preparing financial statements for interim and annual financial statements, management should evaluate whether conditions or events, in the aggregate, raise substantial doubt about the entity's ability to continue as a going concern for one year from the date the financial statements are issued or are available to be issued. This evaluation should include consideration of conditions and events that are either known or are reasonably knowable at the date the financial statements are issued or are available to be issued, as well as whether it is probable that management's plans to address the substantial doubt will be implemented and, if so, whether it is probable that the plans will alleviate the substantial doubt. ASU 2014-15 is effective for annual periods ending after December 15, 2016, and interim periods and annual periods thereafter. Early application is permitted. The adoption of this guidance is not expected to have a material impact on the Company’s consolidated financial statements.

~~Property~~Management ~~and~~does ~~equipment~~not ofbelieve ~~the~~that ~~Company~~any ~~consist~~other ~~primarily~~recently ofissued, ~~restaurant~~but ~~facilities~~not ~~and~~yet ~~equipment~~effective ~~owned~~accounting ~~and~~pronouncements, ~~operated~~if byadopted, ~~the~~would ~~Company's~~have ~~wholly~~a ~~owned~~material ~~subsidiaries.~~effect ~~Property~~on ~~and~~the ~~equipment~~accompanying asfinancial ~~of March 31, 2013 and 2012 are summarized as follows:~~statements

	March 31, 2013	March 31, 2012
Furniture & equipment	$ 76,644	$ 75,058
Leasehold improvement	113,150	113,150
Computer equipment	14,703	14,703
	────────	────────
Total	204,497	202,911
Accumulated depreciation and amortization	(114,082)	(81,127)
	────────	────────
Balance as at year end	$ 90,415	$ 121,784
	=========	=========

NOTE 4 BUSINESS ACQUISITION

~~Depreciation~~On June 30, 2014, through HLL, the Company completed the acquisition of Golden Spring Limited (“Golden Spring”), a Hong Kong corporation, by purchasing all of the issued and ~~amortization~~outstanding ~~expense~~shares ~~for~~of Golden Spring. Prior to its acquisition by the ~~years~~Registrant, ~~ended~~Golden ~~March~~Spring 31was a subfranchisee of HLL, operating a Caffé Kenon restaurant in Hong Kong under the terms of a subfranchise agreement dated September, 2013. ~~and~~The ~~2012~~operations ~~were~~of ~~$32~~the Caffé Kenon coffee shop owned by Golden Spring are similar to the operations of the Caffé Kenon coffee shop currently operated by HLL in Hong Kong. Both restaurants serve Italian-style espresso drinks using “Kenon” brand coffee imported from Italy,~~954~~ as well as breakfast, lunch, and ~~$24~~dinner with a moderately-priced Italian style standard menu which includes pizza,~~476~~ spaghetti, ~~respectively~~risotto, salads, sandwiches and desserts. As a result of the acquisition of Golden Spring by HLL, the subfranchise agreement between HLL and Golden Spring was cancelled. Golden Spring now continues its operation of Caffé Kenon restaurant as a company-owned store.

F-The purchase price for the acquisition of Golden Spring was a total of $230,000, which was paid through issuance to the seller of a total of 2,300,000 shares of common stock of the Registrant valued at $0.10 per share. Such shares are restricted securities as defined in Rule 144 under the Securities Act of 1933. As a result of the issuance of common stock under the Stock Purchase Agreement, the Company has a total of 22,233,208 shares of its common stock issued and outstanding, of which 19,933,208 shares, or approximately 89.65%, are owned by previously existing shareholders of the Company, with the balance of 2,300,000 shares, or approximately 10.34%, are owned by shareholder of Golden Spring.

STUDIO II BRANDS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 54 ~~SECURITY~~BUSINESS ~~DEPOSITS~~ACQUISITION (Continued)

~~Security~~The ~~deposits~~fair ~~mainly~~values ~~consist~~ of ~~five~~the ~~months~~assets ~~rental~~acquired and ~~management~~liabilities ~~fee~~assumed ~~security~~at ~~deposits,~~the ~~electricity~~date ~~and~~of ~~water~~acquisition ~~meter~~as ~~deposits~~determined ~~for~~in ~~company~~accordance ~~owned~~with ~~restaurant~~ASC 805, and ~~was recorded by~~ the ~~time~~purchase ofprice ~~payment.~~allocation ~~Security~~at ~~and~~the ~~deposits~~date as of ~~March 31~~acquisition, ~~2013~~were ~~and 2012 are summarized~~ as follows:

	March 31, 2013	March 31, 2012
Consideration:
Rental and management fee security deposit	$ 120,355	$ 90,198
Equity instruments (2,300,000 common stock of the Company)			$	230,000
Electricity deposit	7,447	7,447
Cash acquired			(4,077)
Water deposit	1,541	1,541
Consideration, net of cash acquired			$	225,923
Gas deposit	1,926	1,926
Allocated to:
Food supplies deposit	2,953	2,953
	Inventory		$	(2,594)
Other deposit	1,004	1,449
	Security deposit		(30,838)
	────────	────────
	Property and equipment		(76,757)
	$ 135,226	$ 105,514
	Accounts payable and accrued expenses		14,894
	=========	=========
		Net tangible assets	$	(95,295)

NOTE 6 COST OF GOODS SOLD


Value of excess of purchase price over net liabilities
	Acquired allocated to:
		Goodwill	$	130,628

~~Cost~~NOTE of5 ~~goods~~PROPERTY ~~sold~~AND ~~consists of finished goods include food and beverage materials and products for catering services sold by company-owned restaurant and the subfranchise annual fee expenses.~~EQUIPMENT

~~NOTE~~Property 7and ~~OPERATING~~equipment ~~EXPENSES~~of the Company consist primarily of restaurant facilities and equipment owned and operated by the Company's wholly owned subsidiaries. Property and equipment as of March 31, 2015 and 2014 are summarized as follows:

Operating expenses consist of the following for the years ended March 31, 2013 and 2012:


	March 31, 2015		March 31, 2014

Furniture & equipment	$	77,393	$	76,644
Leasehold improvement	84,989		113,150
Computer equipment	-		14,703

Total	162,382		204,497
Accumulated depreciation and amortization	(84,262)		(146,806)

Balance as at year end	$	78,120	$	57,691

	March 31,	March 31,
	2013 2012
Staff costs	$ 219,887	$ 76,654
Property rent, rate and management fee	231,780	115,815
Electricity and utilities	45,766	20,982
Depreciation	32,954	24,476
Professional and audit fee	103,111	129,512
Others	65,731	49,450
	────────	────────
Total	$ 699,229	$ 416,889
	=========	=========

Depreciation and amortization expense for the years ended March 31, 2015 and 2014 were $27,706 and $32,724, respectively.

~~NOTE~~Write 8off ~~FRANCHISE~~of ~~ARRANGEMENTS~~fixed assets of $30,254 for the year ended March 31, 2015, due to the shop operated by Legend Sun closed on May 28, 2014.

Franchise arrangements are pursuant to franchise agreements entered by the Company as the franchisee and Sizegenic Holdings Limited as the franchisor, including payment to Sizegenic of franchise fee payable on anniversary basis and monthly management fee base upon a percent of franchisees’ net income after tax throughout the term of franchise. Under this arrangement, two franchise agreements are entered in February and March 2010, respectively in which the Company is granted the right to operate a café bistro using the brand name “Caffe Kenon” for a term of 3 years and sublicense the right to two subfranchisees in Hong Kong and Beijing respectively to use brand name “caffe Kenon” to operate a café bistro for a term of 3 years commencing from April 1, 2010. Franchise fee expenses on the use of the license of the brand name and trademark “Caffe Kenon” is recorded upon the granting of the non-exclusive rights by Sizegenic as the fee is non-refundable to and non-cancellable by the Company. Franchise fee income on the sublicensing of the brand name and trademark “Caffe Kenon” is recognized upon the granting of the non-exclusive rights to the franchisee as the fee is non-refundable to and non-cancellable by the franchisee and the Company has no further obligations since they are all assumed by franchisee throughout the term.27

F-11

STUDIO II BRANDS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 6 SECURITY DEPOSITS

Security deposits mainly consist of five months rental and management fee security deposits, electricity and water meter deposits for company owned restaurant, and was recorded by the time of payment. Security and deposits as of March 31, 2015 and 2014 are summarized as follows:


	March 31, 2015		March 31, 2014

Rental and management fee security deposit	$	104,781		$	120,839
Electricity, water and gas deposit	11,246		11,087
Food supplies deposit	258		-
Other deposit	619		3,843

	$	116,904		$	135,769

NOTE 7 OPERATING COST AND EXPENSES

Operating cost and expenses consist of the following for the years ended March 31, 2015 and 2014:


	March 31,		March 31,
	2015		2014

Food and supplies Staff costs	$	189,850 219,884	$	172,048 238,431
Property rent, rate and management fee	331,573		280,705
Electricity and utilities	36,713		42,491
Depreciation	27,706		32,724
Professional and audit fee	109,952		85,170
Fixed assets written off	30,254		-
Impairment on goodwill	54,244		-
Others	110,216		95,267
Other operating (income)/expense, net	(7,568)		(5,601)

Total	$	1,102,824	$	941,235

NOTE 8 FRANCHISE ARRANGEMENTS

Franchise fee income on the sublicensing of the brand name and trademark “Caffé Kenon” is recognized upon the granting of the non-exclusive rights to the franchisee as the fee is non-refundable to and non-cancellable by the franchisee and the Company has no further obligations since they are all assumed by franchisee throughout the term.

The franchisee and the subfranchisees pay related occupancy costs including rent, property management fee and government rent and rates, insurance and maintenance for their owned restaurant. Franchisor has no obligation to any legal consequences arose from what the franchisee and subfranchisees assumed.

STUDIO II BRANDS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 8 FRANCHISE ARRANGEMENTS (Continued)

The franchisee and subfranchisees have the right to renew for one additional term equal to the initial term granted under Franchisor’s franchise agreement after expiration of the initial term provided that franchisee and subfranchisees have, during the term of the agreement, substantially complied with all its provisions. Franchisee and subfranchisees must pay franchisor, three months prior to the date of renewal, a renewal fee to be agreed between franchisor and the franchisee/subfranchisees.

After acquisition of Sino Wish by HLL, HLL and Sino Wish agreed to terminate the franchise agreement signed on April 1, 2010 with effect from April 1, 2012. In this connection, HLL agreed, based on a supplementary agreement entered with Sizegenic in March 2010, to grant the right to Sino wish to operate the caffé Kenon restaurant at Tai Yau Plaza, Hong Kong at an annual fee of $5,136 for the third year of the term.

In conjunction with the termination of subfranchise agreement:

(a)

no subfranchise fee income of HK$80,000 (approx. $10,272) from Sino Wish for the remaining third year term of the agreement to be recognized in April of 2012.

(b)

franchise fee expenses of HK$40,000 (approx. $5,136) for Sino Wish for the remaining third year term of the agreement to be recognized in April of 2012.

Revenues from franchised Caffe Kenon are as follows:

	March 31, 2013	March 31, 2012
Franchise and management fee income	$ -	$ 12,472

========= =========

Franchise and management fee income due to the Company are as follows:

	March 31, 2013	March 31, 2012
Subfranchise annual and management fee due to the Company:
Beijing Kenon (included in due from related party)	$ -	$11,880

========= =========

There is no future minimum franchise fee payment due from and due to the Company under existing franchise and subfranchise arrangements.

~~Franchise~~As ~~fees~~at ~~owe~~March to31, ~~Sizegenic~~2015 ~~consist~~no ofFranchise ~~franchise~~fees ~~and~~owe ~~subfranchise annual fee and monthly franchise management fee applicable~~ to ~~profit after tax of Company-owned restaurant~~Sizegenic.

The ~~first year~~ franchise annual fee ~~owe~~paid to Sizegenic for the Company-owned ~~restaurant~~restaurants atfor ~~$5,136~~the ~~was~~year ~~after~~2015 awas ~~special 50% discount and full amount of~~ $10,~~272 is due per annum beginning in the second year and throughout the term of the agreement~~315.

NOTE 9 SEGMENT INFORMATION

AThe Company has two reportable segments that include (1) ownership of Caffé Kenon coffee shop restaurants operated in Hong Kong under the terms of a franchise agreement, and (2) granting of a subfranchise to operate one Caffé Kenon coffee shop restaurant in Hong Kong. The Company reports only one geographical area for both 2015 and 2014. All the long lived assets of the Company are located in Hong Kong.

~~Business~~Each reportable segment is separately organized and focuses on different customer groups of consumers and subfranchisees. Each reportable segment prepares a stand-alone set of financial reporting –package including information such as revenue, expenses, and goodwill, and the package is regularly reviewed by ~~services~~the Chief Executive Officer.

The ~~Company~~following ~~has~~is ~~one~~the ~~reportable~~summary ~~segment as~~ of ~~March~~relevant ~~31,~~information ~~2013~~relating ~~and two as of March 31, 2012 which include franchised~~ to ~~operate~~each ansegment ~~owned~~reconciled ~~Caffe Kenon in Hong Kong and subfranchise~~ to ~~operate~~amounts ~~two~~on ~~Caffe~~the ~~Kenon~~accompanying inconsolidated ~~Hong~~financial ~~Kong~~statements ~~and~~for ~~Beijing respectively. The subfranchisee located in Beijing has terminated~~ the ~~franchise~~years ~~agreement~~ended ~~with~~March ~~effect from May~~ 31, ~~2011~~2015 ~~with an immaterial early termination fee of $6,210, no geographic information has been presented. The sufranchisee located in Hong Kong has been acquired by the Company in March 2012~~ and ~~becomes the second owned Caffe Kenon franchised to operate in Hong Kong~~2014.

~~F-12~~29

STUDIO II BRANDS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~Each~~Year ~~reportable~~ended ~~segment~~March is separately organized and focuses on different customer groups of consumers and subfranchisees. Each reportable segment prepares a stand-alone set of financial reporting package including information such as revenue31, ~~expenses, and goodwill, and the package is regularly reviewed by the Chief Executive Officer.~~2015

The following is the summary of relevant information relating to each segment reconciled to amounts on the accompanying consolidated financial statements for the years ended March 31, 2013 and 2012.


	Franchise		Subfranchise		Corporate		Total

Revenue	$	773,647	$	6,087	$	-	$	779,734

Depreciation and amortization	(27,706)		-		-		(27,706)

Impairment of goodwill and fixed assets written off	(84,498)		-		-		(84,498)

Operating costs and expenses excluding depreciation and amortization	(839,072)		-		(159,116)		(998,188)

Operating income/(loss)	(177,629)		6,087		(159,116)		(330,658)

Other income	7,568		-		-		7,568

Total other income (net)	7,568		-		-		7,568

Income tax expenses	-		-		-		-

Net (loss)/income after tax	$	(170,061)	$	6,087	$	(159,116)	$	(323,090)

Total assets, excluding goodwill	$	213,067	$	-	$	5,901	$	218,968
Goodwill	$	-	$	-	$	-	$	-
Capital expenditure	$	-	$	-	$	-	$	-

Year ended March 31, ~~2013~~2014

	Franchise	~~Subfranchise~~	~~Corporate~~	~~Total~~Subfranchise		Corporate		Total
Revenue	$ ~~782,282~~	~~$ -~~760,180	~~$ -~~	$ ~~782,282~~	25,666	$	-	$	785,846
Depreciation and amortization	(32,~~954~~724)	-	-	~~(32,954)~~-		-		(32,724)
Cost of revenues and operating expenses excluding depreciation and amortization	(748,044)	-	(99,334)	(847,378)
Operating costs and expenses excluding depreciation and amortization	(824,499)			-		(89,613)		(914,112)
	─────────	────────	────────	────────
Operating income/(loss)	(97,043)			25,666		(89,613)		(160,990)
Operating income/(loss)	1,284	-	(99,334)	(98,050)
Other income	5,601			-		-		5,601
Other income	6,973	-	-	6,973
Total other income (net)	5,601			-		-		5,601
	─────────	────────	────────	────────
Income tax expenses	-			-		-		-
Total other income (net)	6,973	-	-	6,973
Net (loss)/income after tax	$	(91,442)		$	25,666	$	(89,613)	$	(155,389)
Income tax benefit	1,258	-	-	1,258
Total assets, excluding goodwill	$	213,267		$	7,624	$	5,865	$	226,756
	─────────	────────	────────	────────
Goodwill	$	311,291		$	-	$	-	$	311,291
Net income/(loss) after tax	$ 9,515	$ -	$ (99,334)	$ (89,819)
Capital expenditure	$	-		$	-	$	-	$	-
	==========	=========	=========	=========
Total assets, excluding goodwill	$ 255,406	$ -	$ 55,821	$ 311,227
Goodwill	$ 311,291	$ -	$ -	$ 311,291
Capital expenditure	$ 1,585	$ -	$ -	$ 1,585
	==========	=========	=========	=========

~~Year ended March 31, 2012~~30

	Franchise	Subfranchise	Corporate	Total
Revenue	$ 381,716	$ 18,681	$ -	$ 400,397
Depreciation and amortization	(24,476)	-		(24,476)
Cost of revenues and operating expenses excluding depreciation and amortization	(341,817)	(10,272)	(150,141)	(502,230)
	─────────	────────	────────	────────
Operating income/(loss)	15,423	8,409	(150,141)	(126,309)
Other income	3,497	-	-	3,497
Other expense	(1,372)	-	-	(1,372)
	─────────	────────	────────	────────
Total other income (net)	2,125	-	-	2,125
Income tax expenses	(5,291)	(1,387)	-	(6,678)
	─────────	────────	────────	────────
Net income/(loss) after tax	$ 12,257	$ 7,022	$ (150,141)	$ (130,862)
	==========	=========	=========	=========

F-13

STUDIO II BRANDS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Total assets, excluding goodwill	$ 426,834	$ -	$ 151,122	$ 577,956
Goodwill	$ 311,291	$ -	$ -	$ 311,291
Capital expenditure	$ 959	$ -	$ -	$ 959
	==========	=========	=========	=========

Business segment reporting – by geography

As its secondary segments, the Company reports only one geographical area in 2013, Hong Kong, and two geographical areas in 2012, which are Hong Kong and Beijing. There is no any single foreign country market accounting for more than 10% of total revenues for the year ended March 31, 2013 and 2012.

The following tables set forth revenues from customers of products sold by geographic segment:

Geographical information:	Year ended March 31,
	2013	2012
Hong Kong	$ 782,282	$ 387,978
Beijing	-	6,210
	────────	────────
	$ 782,282	$ 394,188
	=========	=========

All the long lived assets of the Company are located in Hong Kong.

NOTE 10 INCOME TAX

The Company and its subsidiaries are subject to income tax on an entity basis for income arising in or derived from the tax jurisdictions in which they operate.

The Company and HLL have not provided for income tax due to continuing loss. Substantially all of the Company’s income before income tax expenses is generated by its operating subsidiaries, Legend Sun, ~~and~~ Sino Wish and Golden Spring, in Hong Kong.

A reconciliation of the expected income tax expense (based on HK income tax rate) to the actual income tax expense is as follows:

			Year ended March 31, 2013	Year ended March 31, 2012
	Year ended March 31, 2015			Year ended March 31, 2014
Loss before tax	$	(323,090)	~~$ (91,077)~~	$ ~~(114,985)~~	(155,389)
HK income tax rate	16.5%		~~16.5%~~	16.5%
Expected income tax credit/(expenses) calculated at HK income tax rate			(15,028)	(18,972)
Expected income tax credit calculated at HK income tax rate	(53,309)			(25,639)
Corporate expenses not deductible for tax purposes	38,961		~~16,390~~	2214,~~610~~787
Overprovision in previous year			(1,542)	-
Temporary difference not recognized
Tax exemption			(844)	-
Tax losses carryforward	14,348			10,852
Temporary differences not recognized			2,282	(10,139)
Less: valuation allowance	(14,348)			(10,852)
			────────	────────
Total	$	-		$	-
Total			$ 1,258	$ (6,501)
			=========	=========

The Company's income tax provision in respect of operations in Hong Kong is calculated at the applicable tax rates on the estimated assessable profits for the year based on existing legislation, interpretations and practices in respect thereof. The standard tax rate applicable to the Company was 16.5%. NoDeferred ~~deferred~~income taxes reflect the net tax ~~liability~~effects ~~has~~of ~~been~~temporary ~~provided~~differences asbetween the ~~amount~~carrying ~~involved~~amounts isof ~~immaterial~~assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets are as follows:

F-14


	March 31, 2015		March 31, 2014
Deferred tax (asset)/ liability
Tax losses	$	(23,443)	$	(15,956)
Difference between book and tax depreciation	$	2,821	$	8,259

Realization of the Company’s net deferred tax assets is dependent upon the Company’s ability to generate future taxable income in appropriate tax jurisdictions to obtain benefit from the reversal of temporary differences and net operating loss carryforwards. The valuation allowance increased during the years ended March 31, 2015 was primarily related to increases in net operating loss carryovers, which the Company does not expect to realize. For the year ended December 31, 2015 and 2014, valuation allowance amounted to $20,622 and $7,697 respectively. Regarding the loss set-off treatment in Hong Kong, it allows loss to be carried forward without time limit to offset profits in future years.

STUDIO II BRANDS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 11 OPERATING LEASE COMMITMENTS

~~The~~For ~~Company~~Sino ~~entered~~Wish’s ~~into~~operating ~~rent~~restaurant, ~~agreements~~the onCompany ~~June~~entered 1,into ~~2009~~a ~~and~~rental agreement on March 1, 2010 to lease ~~premises~~the ~~for~~premise ~~operation of two restaurants~~ located at ~~ground floor of Nam Hing Fong, Causeway Bay and~~ shop no. 208 and 209 of Tai Yau Plaza, Wanchai, ~~respectively. The~~Hong ~~lease~~Kong ~~of premises at Nam Hing Fong was~~ for a term of 56 years at a monthly rental rate of $611,~~667 for the first three years and $8,333 for the last two years~~243.

~~The~~For Golden Spring, the Company entered into rental agreement on September 15, 2013 to lease ofpremise ~~premises~~for operation located at ~~Tai~~Flat ~~Yau~~A, ~~Plaza~~Ground Floor, Tak Cheong Building, No.44 Yiu Wa street, Nos. 28 & 29 Canal Road Street, HK. The lease of premises was for a term of 6three years at a monthly rental rate of $78,~~451~~770 ~~and monthly service charges of $1,304~~ for the first ~~three~~two years and at$9,028 ~~the prevailing current market rate~~ for the ~~last~~remaining ~~three~~one ~~years~~year.

As of March 31, ~~2013~~2015, the total future minimum lease payments under operating ~~lease~~leases in respect of leased premises are payable as follows:

Year ended March 31,

2014	$ 247,214
2016	$	230,470
2015	152,179
2017	54,168
2016	123,262
Total	$	284,638
	─────────
Total	$ 522,655
	==========

NOTE 12 RELATED PARTY TRANSACTIONS

Balance with related party	March 31, ~~2012~~2015	~~March 31,2012~~	March 31, 2014
Payable to stockholders:
(a) Cheung Ming, stockholder	$ 442,722	$ 525,455
Cheung Ming, stockholder	$	124,239	$	509,519
	==========	=========
(b) Gu Yao, stockholder	$ -	$ 12,841
	==========	=========
(c) Vivian Choi, stockholder	$ -	$ 88,998
	==========	==========
Due from related party:
(d) Beijing Kenon Bristro Catering Limited ("BJ Kenon") Common stockholder, Gu Yao	$ -	$ 19,194
	==========	=========
(e) Sizegenic Holdings Limited group companies ("Sizegenic group") Common stockholder, Cheung Ming	$ 52,120	$ 293,390
	==========	=========
Due to related party:
(f) Frascona, Joiner, Goodman and Greenstein, P.C (“FJGG”) Common stockholder, Gary Joiner	$ -	$ 18,239
	==========	=========

FThe payables to Cheung Ming mainly represent payment by Cheung Ming on behalf of the Company for primarily the legal and professional expenses. This advance is unsecured, non-15interest bearing and without fixed repayment term.

STUDIO II BRANDS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(a) The payables to Cheung Ming mainly represent payment by Cheung Ming on behalf of the Company for primarily the legal and professional expenses. This advance is unsecured, non-interest bearing and without fixed repayment term.

(b) The payables to Gu Yao mainly represent cash advance by Gu Yao for operation need of Sino Wish. This advance is unsecured, non-interest bearing and was fully repaid during the year.

(c)The payables to Vivian Choi mainly represent cash advance by Vivian for operation need of Sino Wish. This advance is unsecured, non-interest bearing and was fully repaid during the year.

(d) The amount receivable from BJ Kenon mainly represents the franchise annual fee and termination fee income pursuant to the franchise agreement for a term of 3 years entered on April 1, 2010 and terminated on May 31, 2011.

(e) The amount receivable from Sizegenic group represents cash advance to Sizegenic Holdings Limited and its group companies for operation need. These advances are unsecured, non-interest bearing.

(f) The amount payable to FJGG mainly represents the legal and professional fee for provision of legal advice, review and comment, and filing of statutory reports.

NOTE 13 CERTAIN RISK AND CONCENTRATION

Credit risk

As of March 31, ~~2013~~2015 and March 31, ~~2012~~2014, substantially all of the Company’s cash included bank deposits in accounts maintained within Hong Kong, the Company has not experienced any losses in such accounts and believes it is not exposed to any significant risks on its cash in bank accounts.

There were no significant customers or vendors which accounts for 10% or more of the Company’s revenues or purchases during the periods presented.

~~F-16~~NOTE 14 FIXED ASSETS WRITTEN OFF

Write off of fixed assets of $30,254 for the year ended March 31, 2015 associated with the closed shop operated by Legend Sun on May 28, 2014,

STUDIO II BRANDS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 15 IMPAIRMENT ON GOODWILL

During the year, one of the restaurant operated by Legend Sun was closed on May 28, 2014, there were no future cash flows for this reporting unit, its undiscounted cash flow would be zero which indicates that goodwill impairment charge of $54,244 existed.

For the two restaurants operated by Sino Wish and Golden Spring, the Company performed annual goodwill impairment test and estimated the fair value of each of restaurants based on the income approach. Under the income approach, the fair value calculations based on the estimated future cash flows.

As a result, the fair value of the two restaurants exceeds its carrying value, goodwill is not impaired.

ITEM 9.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A(T). ~~CONTROLS AND PROCEDURES.~~

CONTROLS AND PROCEDURES.

Disclosure Controls and Procedures

The Securities and Exchange Commission defines the term “disclosure controls and procedures” to mean the company's controls and other procedures of an issuer that are designed to ensure that information required to be disclosed in the reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Securities Exchange Act of 1934 is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. The Company maintains such a system of controls and procedures in an effort to ensure that all information which it is required to disclose in the reports it files under the Securities Exchange Act of 1934 is recorded, processed, ~~summarized and reported within the time periods~~ specified under the SEC's rules and forms and that information required to be disclosed is accumulated and communicated to principal executive and principal financial officers to allow timely decisions regarding disclosure.

As of the end of the period covered by this report, the Company carried out an evaluation, under the supervision and with the participation of our President and chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on this evaluation, our President and Chief Financial Officer have identified a material weakness in connection with the preparation of our consolidated financial statements as of and for the years ended March 31, ~~2013~~2015 and ~~2012~~2014 have thus concluded that our disclosure controls and procedures were not effective to provide reasonable assurance of the achievement of these objectives. A "material weakness" is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company's annual or interim financial statements will not be prevented or detected on a timely basis. The identified material weakness and control deficiency primarily related to absence of a Chief Financial Officer with appropriate professional experience with U.S. GAAP and SEC rules and regulations.

We believe that the material weakness and other control deficiencies we have identified are temporary because our management intends to hire a consultant but based on the current size and cashflow of the company, we are not able to do so. Our management intends to conduct an assessment of the effectiveness of our disclosure control and procedures, and internal control over financial reporting in the coming months if we acquire another operating business or assets, and re-consider the need for hiring a consultant.

1734

Internal Control Over Financial Reporting

The management of the Company is responsible for the preparation of the financial statements and related financial information appearing in this Annual Report on Form 10-K. The financial statements and notes have been prepared in conformity with accounting principles generally accepted in the United States of America. The management of the Company also is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. A company's internal control over financial reporting is defined as a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the issuer are being made only in accordance with authorizations of management and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company's assets that could have a material effect on the financial statements.

Management, including the President and Chief Financial Officer, does not expect that the Company's disclosure controls and internal controls will prevent all error and all fraud. Because of its inherent limitations, a system of internal control over financial reporting can provide only reasonable, not absolute, assurance that the objectives of the control system are met and may not prevent or detect misstatements. Further, over time control may become inadequate because of changes in conditions or the degree of compliance with the policies or procedures may deteriorate.

With the participation of the President and Chief Financial Officer, our management evaluated the effectiveness of the Company's internal control over financial reporting as of March 31, ~~2013~~2015 based upon the framework in Internal Control –Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on that evaluation, and due to the identified material weakness and internal control deficiency as discussed above, our management has concluded that, as of March 31, ~~2013~~2015, the Company's internal control over financial reporting was not effective.

This annual report does not include an attestation report of the Company's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company's registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit us to provide only management's report in this Annual Report on Form 10-K.

Changes in Internal Control Over Financial Reporting

There have been no changes in internal control. The Company continues to invest resources in order to upgrade internal controls.

1835

ITEM 9B.

OTHER INFORMATION.

None.

PART III

ITEM 10.

DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE.

As of March 31, ~~2013~~2015, the directors and executive officers serving the Company were as follows:

Name	Age	Position
Cheung Ming	5355	President, Chief Financial Officer and Chairman
Cheung Sing	5052	Director and Vice Chairman
Chan Tak Hing	6264	Director

The directors named above will serve until the next annual meeting of the Company's stockholders. Thereafter, directors will be elected for one-year terms at the annual stockholders' meeting. Officers will hold their positions at the pleasure of the board of directors, absent any employment agreement, of which none currently exists or is contemplated. There is no arrangement or understanding between any of the directors or officers of the Company and any other person pursuant to which any director or officer was or is to be selected as a director or officer, and there is no arrangement, plan or understanding as to whether non-management shareholders will exercise their voting rights to continue to elect the current directors to the Company's board. There are also no arrangements, agreements or understandings between non-management shareholders and management under which non-management shareholders may directly or indirectly participate in or influence the management of the Company's affairs.

The directors and officers will devote their time to the Company's affairs on an "as needed" basis, which, depending on the circumstances, could amount to as little as two hours per month, or more than forty hours per month, but more than likely will fall within the range of five to ten hours per month. There are no agreements or understandings for any officer or director to resign at the request of another person, and none of the officers or directors are acting on behalf of, or will act at the direction of, any other person.

Biographical Information

Cheung Ming - Mr. Cheung Ming is 5355 years old. Mr. Cheung Ming has served as President and as a Director of the Company since April 13, 2012, and has served as Chief Financial Officer since September 21, 2012. In addition to his work with the Company, Mr. Cheung Ming also serves as the Chief Executive Officer of Hengli & Liqi Furniture Limited, a Hong Kong corporation that specializes in furniture production from early 2006 to the present. As President of the Company, Mr. Cheung Ming was responsible for the overall business development of the Company. Mr. Cheung Ming was appointed as a director because he has extensive business management experience, including 2728 years of experience in the area of retail business in China, Hong Kong and Taiwan.

19Cheung Sing – Mr. Cheung Sing is 52 years old. Mr. Cheung Sing has served as a Director of the Company since April, 2008, and as Vice Chairman of the Board of Directors since November, 2010. On May 16, 2011, Cheung Sing was appointed as President, Chief Executive Officer and Chairman of the Board of Directors. On February 17, 2012,

Cheung Sing – Mr. Cheung Sing is 50 years old. Mr. Cheung Sing has served as a Director of the Company since April, 2008, and as Vice Chairman of the Board of Directors since November, 2010. On May 16, 2011, Cheung Sing was appointed as President, Chief Executive Officer and Chairman of the Board of Directors. On February 17, 2012, Cheung Sing resigned from the position as Chief Executive Officer of the Company, and Chairman of the Board of Directors. On April 13, 2012, Cheung Sing resigned from the position as President of the Company. In addition to his work with the Company, from July, 1999, to the present, Mr. Cheung Sing, has been the Vice President of Hengli & Liqi Furniture Limited which is located in Hong Kong and is in the business of manufacturing indoor furniture. As Vice President of Hengli & Liqi, Mr. Cheung Sing is responsible for product developments, sales presentation, order executions and customer relations. From June 2000 to December 2002, Mr. Cheung Sing served as the Director of Operations of China Merchandise Company Limited (CMCL) which is located in Ningbo, China and is in the business of manufacturing outdoor furniture. As Director of Operations of CMCL, Mr. Cheung Sing was responsible for marketing and sales, order executions and the administration of the office in Ningbo. Mr. Cheung Sing was appointed as a director because he has extensive management experience in various business areas including manufacturing, product development, sales and marketing in both Hong Kong and China. 36

~~Chan~~Cheung ~~Tak~~Sing ~~Hing~~resigned –from ~~Mr.~~the ~~Chan~~position isas 62Chief ~~years~~Executive ~~old~~Officer of the Company, and ~~since~~Chairman ~~November~~of the Board of Directors. On April 13, ~~2010~~2012, ~~has~~Cheung ~~served~~Sing asresigned afrom ~~Director~~the position as President of the Company. ~~From~~ ~~September~~In addition to his work with the Company, ~~2009~~from July, 1999, to the present, heMr. Cheung Sing, has ~~served~~been asthe ~~Executive~~Vice ~~Chef~~President of ~~Ever~~Hengli ~~Lucid,~~& ~~Ltd.,~~Liqi Furniture Limited which is located in Hong Kong and ~~responsible~~is ~~for~~in the ~~management~~business of ~~kitchen~~manufacturing ~~operations~~indoor furniture. ~~Mr.~~ ~~Chan~~As ~~was~~Vice aPresident ~~Chef~~ of aHengli ~~Chinese~~& ~~restaurant~~Liqi, ~~from~~Mr. ~~mid-year~~Cheung ofSing ~~1996~~is toresponsible ~~1999~~for product developments, sales presentation, order executions and ~~looked~~customer ~~after~~relations. ~~his~~From ~~grandchildren~~June ~~until~~2000 ~~August~~to December 2002, ~~2009.~~ Mr. ~~Chan~~Cheung ~~has~~Sing 30served ~~years~~as ~~experiences~~the Director of ~~Chinese~~Operations ~~and~~of ~~Western~~China ~~style~~Merchandise ~~cuisine~~Company ~~and~~Limited ~~kitchen~~(CMCL) ~~management. Prior~~which tois ~~joining~~located ~~the~~in ~~Company~~Ningbo, MrChina and is in the business of manufacturing outdoor furniture. ~~Chan~~As ~~served~~Director ~~various~~of ~~styles~~Operations of ~~Chinese~~CMCL, ~~and~~Mr. ~~Western~~Cheung ~~restaurants~~Sing ~~included~~was ~~Chinese~~responsible ~~traditional~~for ~~style~~marketing and ~~hotpot restaurants~~sales, ~~western~~order ~~style~~executions ~~bistros~~ and ~~restaurants~~the administration of the office in Ningbo. Mr. ~~Chan~~Cheung Sing was appointed as a director because ofhe ~~his~~has extensive management experience in ~~food~~various ~~preparation~~business areas including manufacturing, product development, sales and ~~kitchen~~marketing ~~management.~~in both Hong Kong and China.

Chan Tak Hing – Mr. Chan is 64 years old and since November, 2010 has served as a Director of the Company. From September, 2009, to the present, he has served as Executive Chef of Legend Sun Ltd., and was responsible for the management of kitchen operations. Mr. Chan was a Chef of a Chinese restaurant from mid-year of 1996 to 1999. Mr. Chan has 31 years of experience with Chinese and Western style cuisine and kitchen management. Prior to joining the Company, Mr. Chan served various styles of Chinese and Western restaurants included Chinese traditional style and hotpot restaurants, western style bistros and restaurants. Mr. Chan was appointed as a director because of his extensive experience in food preparation and kitchen management.

Family Relationships

Mr. Cheung Ming and Mr. Cheung Sing are brothers.

Subsequent Event

There was no significant subsequent event.

Involvement in Certain Legal Proceedings

None of our officers, directors, promoters or control persons has been involved in the past five (5) years in any of the following:

(1)

Any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

(2)

Any conviction in a criminal proceedings or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

(3)

Being subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, or any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or

(4)

Being found by a court of competent jurisdiction (in a civil action), the SEC or the U.S. Commodity Futures Trading Commission to have violated a federal or state securities laws or commodities law, and the judgment has not been reversed, suspended, or vacated.

Directorships

None of the Company’s executive officers or directors is a director of any company with a class of equity securities registered pursuant to Section 12 of the Securities exchange Act of 1934 (the “Exchange Act”) or subject to the requirements of the Exchange Act or any company registered as an investment company under the Investment Company Act of 1940.

Compliance with Section 16(a) of the Exchange Act

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the Company's officers and directors, and persons who own more than ten percent of a registered class of the Company's equity securities, to file reports of ownership of Form 3 and changes in ownership on Form 4 or Form 5 with the Securities and Exchange Commission. Such officers, directors and 10% stockholders are also required by SEC rules to furnish the Company with copies of all Section 16(a) forms they file. Based solely on its review of the copies of such forms received by it, the Company believes that, as of March 31, ~~2013~~2015, all Section 16(a) filing requirements applicable to its officers, directors and 10% stockholders were satisfied.

Code of Ethics

The Company has not yet adopted a code of ethics. The Company intends to adopt a code of ethics in the near future.

Audit Committee Expert

The Company does not have an Audit Committee because the Company does not currently have any material operations. Because the Company does not have an Audit Committee it does not currently have a financial expert serving on an Audit Committee.

ITEM 11.

EXECUTIVE COMPENSATION.

No plan or non-plan compensation has been awarded to, earned by, or paid to any director or executive officer of the Company during the fiscal years ended March 31, ~~2013~~2015 and ~~2012~~2014. There is no plan or understanding, express or implied, to pay any compensation to any director or executive officer pursuant to any compensatory or benefit plan as a result of the acquisition of HHL through completion of stock exchange, although it anticipates that it eventually will compensate our officers and directors for services with stock or options to purchase stock, in lieu of cash.

ITEM 12.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDERS MATTERS.

Security Ownership of Management and Certain Beneficial Owners

The following table sets forth, as of March 31, ~~2013~~2015, the ownership of each executive officer and director of the Registrant, and of all executive officers and directors of the Registrant as a group, and each person known by the Registrant to be a beneficial owner of 5% or more of its common stock. Except as otherwise noted, each person listed below is a sole beneficial owner of the shares and has sole investment and voting power as to such shares. No ~~person listed below has any options, warrants or other right to acquire additional securities of the Registrant except as may be otherwise noted.~~

Title and Class	Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership	Percent of class
Common	Cheung Ming (1) 16/F Honest Motors Building, 9-11 Leighton Road, Causeway Bay, Hong Kong	5,023,000	33.85%
Common	Cheung Sing (1) 16/F Honest Motors Building, 9-11 Leighton Road, Causeway Bay, Hong Kong	350,000	2.36%
Common	Chan Tak Hing (1) Rm C, Flat L, 8/F., Malahon Apartments, 501-515 Jeffe Road, Wanchai, Hong Kong	35,000	0.24%
Common	Gu Yao Room 3003, Building Six, Hong Qiao Road, Shanghai, China	2,291,100	15.44%
Common	Fang Huaying Rm 402, Building 14, 3329 Hongmei Rd, Minhang District, Shanghai, China	1,050,000	7.08%
Common	Vivian Choi Flat B, 17/F., Tower 8, Pacific Palisades Phase 1, 1 Braemar Hill Road, North Point, Hong Kong	2,938,492	19.8%

22No person listed below has any options, warrants or other right to acquire additional securities of the Registrant except as may be otherwise noted.

Common All Directors and Executive Officers as a Group ( 5 in number) 5,408,000 36.45%


Title and Class	Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership	Percent of class
Common	Cheung Ming (1) 16/F Honest Motors Building, 9-11 Leighton Road, Causeway Bay, Hong Kong	10,118,190	45.51%
Common	Cheung Sing (1) 16/F Honest Motors Building, 9-11 Leighton Road, Causeway Bay, Hong Kong	350,000	1.57%
Common	Chan Tak Hing (1) Rm C, Flat L, 8/F., Malahon Apartments, 501-515 Jeffe Road, Wanchai, Hong Kong	35,000	0.16%
Common	Gu Yao Room 3003, Building Six, Hong Qiao Road, Shanghai, China	2,291,100	10.30%
Common	Vivian Choi Flat B, 17/F., Tower 8, Pacific Palisades Phase 1, 1 Braemar Hill Road, North Point, Hong Kong	2,350,794	10.57%
Common	All Directors and Executive Officers as a Group ( 3 in number)	10,503,190	47.24%

(1)

The person listed was an officer, a director, or both, of the Company as of March 31, ~~2013~~2015.

~~ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR~~39

~~INDEPENDENCE~~ITEM 13.

~~Certain~~CERTAIN ~~conflicts~~RELATIONSHIPS ofAND ~~interest~~RELATED ~~exist~~TRANSACTIONS ~~and~~AND ~~will~~DIRECTOR continue to exist between the Company and its officers and directors due to the fact that they have other employment or business interests to which they devote substantial attention. Ultimately, our shareholders must rely on the fiduciary responsibility owed to them by the Company’s officers and directors.INDEPENDENCE

~~The~~Certain ~~Company’s~~conflicts ~~subsidiary, HLL has an outstanding shareholder loan in the amount~~ of ~~$Nil~~interest ~~and~~exist ~~$184,226, as of March 31, 2013,~~ and ~~March~~will ~~31,~~continue ~~2012, respectively. Prior~~ to ~~February~~exist ~~10,~~between ~~2011,~~ the ~~loan was from Gu Yao who is the holder of 2,291,100 shares, or approximately 15.44%, of the~~ Company’s ~~issued~~ and ~~outstanding~~its ~~common~~officers ~~stock.~~and ~~The~~directors ~~stockholder’s~~due ~~loan mainly represents amount advanced~~ to ~~HLL by Gu Yao for~~ the ~~purpose~~fact ofthat ~~acquiring~~they ~~Legend~~have ~~Sun~~other asemployment ~~the~~or ~~wholly~~business ~~owned~~interests ~~subsidiary,~~to onwhich ~~February~~they ~~24,~~devote ~~2010~~substantial attention. ~~This~~ ~~loan is unsecured~~Ultimately, ~~non-interest~~our ~~bearing~~shareholders ~~and~~must ~~repayable~~rely on ~~December 11, 2011. On February 10, 2011,~~ the ~~Company~~fiduciary ~~issued~~responsibility a total of 2,291,100 shares of its common stock to Gu Yao as consideration (i) to acquire all of the issued and outstanding shares of HLL owned by Gu Yao valued at $34,450, and (ii) to pay off the outstanding shareholder loan owed to Guthem ~~Yao~~ by ~~HLL. Accordingly, after completion of~~ the ~~transaction~~Company’s ~~described~~officers ~~above,~~and ~~the outstanding shareholder loan in the amount of $184,226 was owed by HLL to its sole shareholder, Studio II~~directors.

The Company ~~also~~ had ~~amounts~~amount payable to ~~shareholders~~shareholder ~~in the amount~~ of $~~442~~124,~~722~~239 and $~~627~~509,~~294~~519 as of March 31, ~~2013~~2015 and ~~2012,~~2014 respectively. ~~They~~ ~~are~~These amounts are payable to Cheung Ming, who ~~are~~is the ~~holders~~President and a Director of 5the Company,~~023~~ and who is holder of 10,~~000~~118,190 shares, or approximately 3345.8551% of the Company’s issued and outstanding common stock. The amounts ~~payable~~due to ~~Cheung~~shareholder ~~Ming~~mainly inrepresent ~~the~~amounts ~~amount~~advanced ofby ~~$442,722~~Cheung ~~and~~Ming ~~525,455~~for ~~as of March 31, 2013 and 2012, respectively mainly represent~~ payment of legal and professional ~~services~~fees ~~for~~on the Company’s behalf. The payable is unsecured, non-interest bearing and has no fixed repayment term. ~~HLL or its designees may also prepay the shareholder loan in whole or in part at any time during the fiscal year from April 1 2013 to March 31, 2014.~~

The law firm of Frascona, Joiner, Goodman and Greenstein, P.C., has billed the Company $2627,~~191~~790 and $5625,~~994~~000 for legal fees for the fiscal ~~year~~years ended March 31, ~~2013~~2015, and March 31, ~~2012~~2014, respectively. Gary Joiner, who is a shareholder of the Company, is also a shareholder, officer and director, of Frascona, Joiner, Goodman and Greenstein, P.C., a law firm which provides legal services to the Company.

There can be no assurance that members of management will resolve all conflicts of interest in our favor. The officers and directors are accountable to us and our shareholders as fiduciaries. Failure by them to conduct our business in a manner which is in our best interests may create liability for them. The area of fiduciary responsibility is a rapidly developing area of law, and persons who have questions concerning the duties of the officers and directors to us should consult their counsel.

23Director Independence

~~Director~~The ~~Independence~~NASDAQ Stock Market has instituted director independence guidelines that have been adopted by the Securities & Exchange Commission. These guidelines provide that a director is deemed “independent” only if the board of directors affirmatively determines that the director has no relationship with the company which, in the board’s opinion, would interfere with the director’s exercise of independent judgment in carrying out his or her responsibilities. Significant stock ownership will not, by itself, preclude a board finding of independence.

~~The~~For NASDAQ Stock Market ~~has~~listed ~~instituted~~companies, ~~director independence guidelines that have been adopted by~~ the ~~Securities & Exchange Commission. These guidelines provide that a~~ director isindependence ~~deemed~~rules ~~“independent”~~list ~~only~~six iftypes ~~the board~~ of ~~directors~~disqualifying ~~affirmatively~~relationships ~~determines~~ that ~~the~~preclude ~~director~~an ~~has~~independence nofiling. ~~relationship~~The ~~with the company which, in the board~~Company’s ~~opinion,~~board ~~would interfere with the director’s exercise~~ of ~~independent~~directors ~~judgment~~may ~~in carrying out his or her responsibilities. Significant stock ownership will~~ not, byfind ~~itself,~~independent ~~preclude~~ a ~~board~~director ~~finding of independence.~~who:

~~For NASDAQ Stock Market listed companies, the director independence rules list six types of disqualifying relationships that preclude an independence filing~~1. ~~The Company’s board of directors may not find independent a director who:~~

1.is an employee of the company or any parent or subsidiary of the company;

~~is an employee of the company or any parent or subsidiary of the company;~~2.

2.accepts, or who has a family member who accepts, more than $60,000 per year in payments from the company or any parent or subsidiary of the company other than (a) payments from board or committee services; (b) payments arising solely from investments in the company’s securities; (c) compensation paid to a family member who is a non-executive employee of the company’ (d) benefits under a tax qualified retirement plan or non-discretionary compensation; or (e) loans to directors and executive officers permitted under Section 13(k) of the Exchange Act;

accepts, or who has a family member who accepts, more than $60,000 per year in payments from the company or any parent or subsidiary of the company other than (a) payments from board or committee services; (b) payments arising solely from investments in the company’s securities; (c) compensation paid to a family member who is a non-executive employee of the company’ (d) benefits under a tax qualified retirement plan or non-discretionary compensation; or (e) loans to directors and executive officers permitted under Section 13(k) of the Exchange Act;40

is a family member of an individual who is employed as an executive officer by the company or any parent or subsidiary of the company;

is, or has a family member who is, a partner in, or a controlling shareholder or an executive officer of, any organization to which the company made, or from which the company received, payments for property or services that exceed 5% of the recipient’s consolidated gross revenues for that year, or $200,000, whichever is more, other than (a) payments arising solely from investments in the company’s securities or (b) payments under non-discretionary charitable contribution matching programs;

is employed, or who has a family member who is employed, as an executive officer of another company whose compensation committee includes any executive officer of the listed company; or

is, or has a family member who is, a current partner of the company’s outside auditor, or was a partner or employee of the company’s outside auditor who worked on the company’s audit.

ITEM 14.

PRINCIPAL ACCOUNTING FEES AND SERVICES

Audit Fees

(1)

The aggregate fees billed by UHY Vocation HK CPA Limited for audit of the Company’s financial statements for the fiscal year ended March 31, ~~2013~~2015 were $2826,000.

Audit Related Fees

(2)

UHY Vocation HK CPA Limited billed the Company $30,000 for assurance and related services that were related to its audit or review of the Company’s financial statements during the fiscal year ended March 31, ~~2013~~2015.

Tax Fees

(3)

The aggregate fees billed by UHY Vocation HK CPA Limited for tax compliance, advice and planning were $Nil for the fiscal year ended March 31, ~~2013~~2015.

All Other Fees

(4)

The aggregate fees billed by UHY Vocation HK CPA Limited for services other than the foregoing were $Nil during the fiscal year ended March 31, ~~2013~~2015.

Audit Committee Pre-approval Policies and Procedures

(5)

Studio II Brands, Inc., a blind pool reporting company which is not yet publicly traded, does not have an audit committee per se. The current board of directors functions as the audit committee.

2541

PART IV

ITEM 15.

EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

Audited Financial Statements for Fiscal Year Ended March 31, ~~2013~~2015.

31.1 Certifications pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2 Certifications pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1 Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 32.2 Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 101 SCH XBRL Schema Document. 101 SCH XBRL Instance Document. 101 CAL XBRL Taxonomy Extension Calculation Linkbase Document. 101 LAB XBRL Taxonomy Extension Label Linkbase Document. 101 PRE XBRL Taxonomy Extension Presentation Linkbase Document. 101 DEF XBRL Taxonomy Extension Definition Linkbase Document.


31.1	Certifications pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2	Certifications pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1	Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2	Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101	SCH XBRL Schema Document.

101	SCH XBRL Instance Document.

101	CAL XBRL Taxonomy Extension Calculation Linkbase Document.

101	LAB XBRL Taxonomy Extension Label Linkbase Document.

101	PRE XBRL Taxonomy Extension Presentation Linkbase Document.

SIGNATURE PAGE TO FOLLOW

2642

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

By: /S/ Cheung Ming

Cheung Ming, President, Principal Executive Officer

Date: ~~June~~July 2814, ~~2013~~2015

In accordance with Section 13 or 15(d) of the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:

By: /S/ Cheung Ming

Cheung Ming, President, Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer, and Director

Date: ~~June~~July 2814, ~~2013~~2015

By: /S/ Cheung Sing

Cheung Sing, Director

Date: ~~June~~July 2814, ~~2013~~2015

By: /S/ Chan Tak Hing

Chan Tak Hing, Director

Date: ~~June~~July 2814, ~~2013~~2015

2743

Filing Compare · STUDIO II BRANDS INC