10-Q 1 v132417_10q.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended September 30, 2008

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

For the transition period from _________ to _________

Commission file number: 000-52116

Sound Worldwide Holdings, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	20-5153419
(State of Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification Number)

Flat K, 13/F (Phase 2) Superluck Industrial Centre 57 Sha Tsui Road, Tsuen Wan, N.T. Hong Kong, China	N/A
(Address of Principal Executive Offices)	(Zip Code)

(852) 2414-1831

(Registrant’s Telephone Number, Including Area Code)

N/A

(Former Name, Former Address and Former Fiscal Year, If Changed Since Last Report)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange act of 1934 during the preceding 12 months (or such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

x Yes o No

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

	Large accelerated filer	o	Accelerated filer	o
	Non-accelerated filer	o	Smaller reporting company	x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

o Yes x No

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date:

There are 14,236,250 Shares of common stock, par value $0.0001 per share, issued and outstanding as of November 14, 2008.

Transitional Small Business Disclosure Format (check one): o Yes x No

TABLE OF CONTENTS

		Page
PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements
Item 2.	Management’s Discussion and Analysis or Plan of Operation
Item 3.	Quantitative and Qualitative Disclosures About Market Risk
Item 4T.	Controls and Procedures

PART II - OTHER INFORMATION
Item 1.	Legal Proceedings
Item 1A.	Risk Factors
Item 2.	Unregistered Sale of Equity Securities and Use of Proceeds
Item 3.	Defaults Upon Senior Securities
Item 4.	Submission of Matters to a Vote of Security Holders
Item 5.	Other Information
Item 6.	Exhibits

SIGNATURES

PART I

FINANCIAL INFORMATION

Item 1. Financial Statements.

SOUND WORLDWIDE HOLDINGS, INC.

CONDENSED CONSOLIDATED BALANCE SHEET

(Stated in US Dollars)

			*At of*
			*September 30,* *2008*		*March 31,* *2008*
	Notes		*(Unaudited)*		*(Audited)*
			$		$
ASSETS

Current assets:
Cash and cash equivalents				154,114		288,356
Accounts receivable, net of allowance
for doubtful accounts		4		1,601,707		2,464,437
Prepaid expenses and other receivables				420		116,480
Inventories		5		33,047		938,661

Total current assets				1,789,288		3,807,934

Property and equipment, net		6		2,010,778		1,694,374

TOTAL ASSETS				3,800,066		5,502,308

LIABILITIES AND STOCKHOLDERS’ EQUITY

LIABILITIES

Current liabilities:
Accounts payable				51,682		607,235
Bank and other borrowings				426,002		1,279,745
Accrued expenses and other liabilities				112,046		281,934

Total current liabilities				589,730		2,168,914

TOTAL LIABILITIES				589,730		2,168,914

Commitments and contingencies

Stockholder’s equity:
Common stock (US$0.0001 par value
- authorized 20,000,000 shares;
issued and outstanding 14,236,250
shares in September 30, 2008 and
20,000,000 shares in March 31, 2008)				1,424		2,000
Additional paid-in capital				628,522		627,916
Retained earnings				2,579,961		2,701,492
Accumulated other comprehensive income				429		1,986

Total stockholders’ equity				3,210,336		3,333,394

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY				3,800,066		5,502,308

SOUND WORLDWIDE HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Stated in US Dollars)

	*Three months ended* *September 30,*						*Six months ended* *September 30,*
	*2008*			*2007*			*2008*			*2007*
	*(Unaudited)*			*(Unaudited)*			*(Unaudited)*			*(Unaudited)*
	$			$			$			$
Net sales		2,121,906			3,850,270			4,070,550			6,414,031
Cost of sales		(1,834,072	)		(3,416,583	)		(3,674,981	)		(5,494,384	)

Gross profit		287,834			433,687			395,569			919,647
Selling, general and administrative expenses		(119,788	)		(403,123	)		(227,275	)		(732,334	)
Other income		6			28,594			48			74,257

Income from operations		168,052			59,158			168,342			261,570
Loss on disposal of a subsidiary		—			—			(276,041	)		—
Interest expenses		(3,248	)		(32,529	)		(12,039	)		(51,111	)

Income / (loss) before taxes		164,804			26,629			(119,738	)		210,459
Income taxes expenses		(1,793	)		—			(1,793	)		(15,624	)

Net income / (loss)		163,011			26,629			(121,531	)		194,835

Earnings / (loss) per common share, basic and diluted		1.17 cents			0.13 cents			(0.87) cents			0.97 cents

Weighted average number of common shares outstanding, basic and diluted		13,975,380			20,000,000			13,955,922			20,000,000

SOUND WORLDWIDE HOLDINGS, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

AND COMPREHENSIVE INCOME

(Stated in US Dollars)

	*Common stock*						*Additional* *paid-in*		*Accumulated* *other* *Comprehensive/* *income/*			*Retained*
	*Shares*			*Amount*			*capital*		*(loss)*			*earnings*			*Total*
	$			$			$		$			$			$
*Balance, April 1, 2008* (Audited)		20,000,000			2,000			627,916		1,986			2,701,492			3,333,394
Retirement of shares		(6,063,750	)		(606	)		606		—			—			—
Issuance of shares		300,000			30			—		—			—			30
Net loss		—			—			—		—			(121,531	)		(121,531	)
Foreign currency translation adjustments		—			—			—		(1,557	)		—			(1,557	)
Comprehensive loss		—			—			—		(1,557	)		(121,531	)		(123,088	)
Balance, September 30, 2008 (Unaudited)		14,236,250			1,424			628,522		429			2,579,961			3,210,336

SOUND WORLDWIDE HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Stated in US Dollars)

	*Six months ended* *September 30,*
	*2008*			*2007*
	*(Unaudited)*			*(Unaudited)*
	$			$
Cash flows from operating activities:
Net (loss) / income		(121,531	)		194,835
Adjustments to reconcile net income to
Net cash provided by operating activities:
Depreciation expense		71,635			6,522
Changes in current assets and liabilities
Accounts receivable		859,356			(1,224,561	)
Prepaid expenses and other receivables		100,643			(56,168	)
Inventories		903,363			(199,883	)
Accounts payable		(554,260	)		313,266
Amounts due to related parties		—			(68,330	)
Income tax payable		15,378			15,683
Accrued expenses and other liabilities		(169,386	)		145,864

Net cash provided by / (used in) operating activities		1,105,198			(872,772	)

Cash flows from investing activities:
Purchases of property and equipment		(389,134	)		(7,298	)

Net cash used in investing activities		(389,134	)		(7,298	)

Cash flow from financing activities:
New bank borrowings		673,716			2,688,359
Repayment of bank borrowings		(1,525,160	)		(1,904,748	)

Net cash (used in) / provided by financing activities		(851,444	)		783,611

Effect of exchange rate changes on cash
and cash equivalents		1,138			2,225

Net decrease in cash and cash equivalents		(134,242	)		(94,234	)
Cash and cash equivalents at beginning of the period		288,356			138,654

Cash and cash equivalents at end of the period		154,114			44,420

Supplementary disclosures of cash flow information:
Interest paid		12,039			51,111

Income taxes paid		1,793			15,624

SOUND WORLDWIDE HOLDINGS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(Stated in US Dollars)

1.	Basic of Presentation

The interim financial statements of Sound Worldwide Holdings, Inc., a Delaware corporation formerly known as Freedom 3, Inc. (the “Company”), included herein, presented in accordance with United States generally accepted accounting principles and stated in US dollars, have been prepared, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading.

These statements reflect all adjustments, consisting of normal recurring adjustments, which, in the opinion of management, are necessary for fair presentation of the information contained therein. The accompanying financial statements should be read in conjunction with the audited financial statements and the notes thereto for the year ended March 31, 2008, included in the Annual Report on Form 10-KSB filed with Securities and Exchange Commission on September 30, 2008. The Company follows the same accounting policies in the preparation of interim reports.

Results of operations for the interim periods are not indicative of annual results.

2.	Organization and nature of operations

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

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

SOUND WORLDWIDE HOLDINGS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(Stated in US Dollars)

2.	Organization and nature of operations *(Continued)*

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

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

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

As of September 30, 2008, the subsidiaries of the Company include the following:

Name of company	Place and date of incorporation	Attributable equity interest held	Principal activities
Sound Worldwide	BVI	100%	Investment holding
Limited (“SWL”)	July 28, 1999

Asian Point	BVI	100%	Manufacturing and
Investment Limited	March 26, 1997		trading of denim fabrics
(“Asian Point”)

SOUND WORLDWIDE HOLDINGS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(Stated in US Dollars)

3.	Summary of principal accounting policies

Basis of presentation

The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America, which require management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities, at the date of the financial statements and reported amount of revenues and expenses during the reporting period.

Consolidation

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

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

Revenue recognition

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

Sales of Goods represent the invoiced values of goods, net of sales returns, trade discounts and allowances. The Company records reductions to revenue for estimated product returns and pricing adjustments in the same period that the related revenue is recorded. The amount of these reductions is based on historical sales returns, analysis of credit memo data, and other factors known at the time. The amounts of reductions to revenue were $2,571 and $393 for the six months ended September 30, 2008 and 2007, respectively.

SOUND WORLDWIDE HOLDINGS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(Stated in US Dollars)

3.	Summary of principal accounting policies *(Continued)*

Trade accounts receivable

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

Inventory

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

Income Taxes

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

SOUND WORLDWIDE HOLDINGS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(Stated in US Dollars)

3.	Summary of principal accounting policies *(Continued)*

Recently Issued Accounting Pronouncements

In February 2008, FASB issued FASB Staff Position (“FSP”) FAS 157-1 “Application of FASB Statement No. 157 to FASB Statement No. 13 and Other Accounting Pronouncements. That address Fair Value Measurement for Purposes of Lease Classification or Measurement under Statement 13,” and FSP FAS 157-2, “Effective Date of FASB Statement No. 157.” FSP FAS 157-1 amends the scope of SFAS No. 157 and other accounting standards that address fair value measurements for purpose of lease classification or measurement under Statement 13. The FSP is effective on initial adoption of Statement 157, FSP FAS 157-2 defers the effective date of SFAS No. 157 to fiscal years beginning after November 15, 2008 for all nonfinancial assets and nonfinancial liabilities, exception those that are recognized or disclosed at fair value in the financial statements on a recurring basis. We do not expect the adoption of FSP FAS 157-1 and FSP FAS 157-2 will have a material impact on our consolidated financial statements.

In December 2007, the FASB issued SFAS No. 141(R), “Business Combinations” and SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements - an amendment to ARB No. 51”. SFAS No. 141(R) and SFAS No. 160 require most identifiable assets, liabilities, noncontrolling interests and goodwill acquired in business combination to be recorded at “full fair value” and require noncontrolling interests (previously referred to as minority interests) to be reported as a component of equity, which changes the accounting for transactions with noncontrolling interest holders. Both statements are effective for periods beginning on or after December 15, 2008, and earlier adoption is prohibited. SFAS No. 141(R) will be applied to business combinations occurring after the effective date. SFAS No. 160 will be applied prospectively to all noncontrolling interests, including any that arose before the effective date. We are currently evaluating the impact of adopting SFAS No. 160 on our consolidated financial statements.

In March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities,” which requires enhanced disclosures about an entity’s derivative and hedging activities. This Statement is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008. We do not expect the adoption of SFAS 161 will have a material impact on our results of operations and financial position.

In May 2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted Accounting Principles” (“SFAS 162”). This statement identifies the sources of accounting principles and the framework for selecting the principles used in the preparation of financial statements of nongovernmental entities that are presented in accordance with generally accepted accounting principles (“GAAP”). With the issuance of this statement, the FASB concluded that the GAAP hierarchy should be directed toward the entity and not its auditor, and reside in the accounting literature established by the FASB as opposed to the American Institute of Certified Public Accountants (“AICPA”) Statement on Auditing Standards No. 69, “The Meaning of Present Fairly in Conformity With Generally Accepted Accounting Principles.” This statement is effective 60 days following the Securities and Exchange Commission’s approval of the Public Company Accounting Oversight Board amendments to AU Section 411, “The Meaning of Present Fairly in Conformity With Generally Accepted Accounting Principles.” We do not expect the adoption of SFAS 162 will have a material impact on our results of operations and financial position.

SOUND WORLDWIDE HOLDINGS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(Stated in US Dollars)

4.	Accounts receivable, *net*

Accounts receivable consist of the following:

	*As of*
	*September 30, 2008*		*March 31, 2008*
	*(Unaudited)*		*(Audited)*
	$		$
Accounts receivable		1,601,707		2,464,437
Less: allowance for doubtful accounts		—		—
		1,601,707		2,464,437

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

5.	Inventories

Inventories by major categories are summarized as follows:

	*As of*
	*September 30, 2008*		*March 31, 2008*
	*(Unaudited)*		*(Audited)*
	$		$
Raw materials		16,827		102,439
Work-in-progress		—		456,216
Finished goods		16,220		380,006

		33,047		938,661

No inventories were written off for the six months ended September 30, 2008 and for the year ended March 31, 2008.

SOUND WORLDWIDE HOLDINGS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(Stated in US Dollars)

6.	Property and equipment, *net*

Property and equipment consists of the following:

	*As of*
	*September 30, 2008*			*March 31, 2008*
	*(Unaudited)*			*(Audited)*
	$			$
Machinery		2,081,919			2,272,563
Furniture and office equipment		591			89,299
Leasehold improvement		—			27,025
Motor vehicles		45,947			89,259
Total		2,128,457			2,478,146
Less: accumulated depreciation		(117,679	)		(783,772	)
Property and equipment, net		2,010,778			1,694,374

Depreciation expenses for the six months ended September 30, 2008 and 2007 were $71,635 and $50,979, of which $71,635 and $Nil was included in cost of sales, and $Nil and $50,979 was included in selling, general and administrative expenses for the six months ended September 30, 2008 and 2007, respectively.

7.	Financing arrangements

Banking facilities

At September 30, 2008, the banking facilities consisting of bank loans and other credit facilities were $564,899, of which $426,002 has been drawn down and $138,897 remains available. Below is a summary of Asian Point’s banking facilities:

Revolving trading facility of $564,899 between Asian Point and Industrial and Commercial Bank of China (Asia) Limited. This agreement was signed on November 26, 2007. The trading facility has an interest rate of prime or prevailing funding cost, whichever is higher, plus 2%. The revolving trading facility is guaranteed by the personal assets of Mr. Roger K. W. Fan and Ms. Szeto Mei Ling. As of September 30, 2008 $564,899 has been drawn down and $138,897 remains available.

SOUND WORLDWIDE HOLDINGS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(Stated in US Dollars)

8.	Earnings / (loss) per share

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

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

9.	Comprehensive (loss) / income

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

Item 2. Management’s Discussion and Analysis or Plan of Operation

Forward-Looking Statements

This Report contains statements that we believe are, or may be considered to be, “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact included in this Report regarding the prospects of our industry or our prospects, plans, financial position or business strategy, may constitute forward-looking statements. In addition, forward-looking statements generally can be identified by the use of forward-looking words such as “may,” “will,” “expect,” “intend,” “estimate,” “foresee,” “project,” “anticipate,” “believe,” “plans,” “forecasts,” “continue” or “could” or the negatives of these terms or variations of them or similar terms. Furthermore, such forward-looking statements may be included in various filings that we make with the SEC or press releases or oral statements made by or with the approval of one of our authorized executive officers. Although we believe that the expectations reflected in these forward-looking statements are reasonable, we cannot assure you that these expectations will prove to be correct. These forward-looking statements are subject to certain known and unknown risks and uncertainties, as well as assumptions that could cause actual results to differ materially from those reflected in these forward-looking statements. Readers are cautioned not to place undue reliance on any forward-looking statements contained herein, which reflect management’s opinions only as of the date hereof. Except as required by law, we undertake no obligation to revise or publicly release the results of any revision to any forward-looking statements. You are advised, however, to consult any additional disclosures we make in our reports to the SEC. All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements contained in this Report.

Organizational History and Operations

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

As of September 30, 2008, the subsidiaries of the Company include the following:

Name of company	Place and date of incorporation	Attributable equity interest held	Principal activities
Sound Worldwide	BVI	100%	Investment holding
Limited (“SWL”)	July 28, 1999

Asian Point	BVI	100%	Manufacturing and
Investment Limited	March 26, 1997		trading of denim fabrics
(“Asian Point”)

Recent Events

Our business operations are conducted through our wholly-owned subsidiary, Sound Worldwide Limited, or SWL, a British Virgin Islands corporation, and its subsidiaries. At the fiscal year ended, March 31, 2008 and until April 1, 2008, SWL had two subsidiaries, Asian Point Investment Limited, or Asian Point, and Best Allied Industrial Limited, or Best Allied. SWL is a textile and garment manufacturer with facilities in Hong Kong and China.

As previously reported on a Current Report on Form 8-K which we filed with the Securities and Exchange Commission on May 30, 2008, on May 27, 2008, we entered into a Share Purchase and Exchange Agreement, or the Exchange Agreement, with Best Allied and Ms. Ivy S.K. Lam, a director and officer of Best Allied and a then stockholder of 6,063,750 shares of our Common Stock. Pursuant to the Exchange Agreement, on May 30, 2008, Ms. Lam purchased from our company 10,000 shares of Common Stock of Best Allied owned by SWL, which constituted 100% of the issued and outstanding shares of Best Allied, in exchange for the 6,063,750 shares our common stock held by Ms. Lam. The effective date of the exchange was April 1, 2008, or the Effective Date.

In connection with the exchange, the Company and Ms. Lam also entered into a Settlement Agreement and Release, dated May 30, 2008, pursuant to which each party released the other from any and all liabilities.

Results of Operations

Assets

At September 30, 2008, our total assets were $3,800,066, compared to $5,502,308 at March 31, 2008. This decrease was primarily due to the disposal of the subsidiary Best Allied, on April 1, 2008.

Cash and Cash Equivalents

At September 30, 2008, we had $154,114 in cash and cash equivalents, compared to $288,356 at March 31, 2008. This decrease was primarily due to repayment of bank borrowings during the six months ended September 30, 2008, offset in part by the net cash provided by operating activities.

Accounts Receivable

Our accounts receivable typically operate at a one to two-month cycle. At September 30, 2008, our accounts receivable, net of allowance of doubtful accounts, was $1,601,707 compared to $2,464,437 at March 31, 2008. This decrease was primarily due to the decrease in sales volume as a result of the disposal of Best Allied. We have a credit policy in place and the exposure to credit risk is monitored on an ongoing basis. Credit evaluations are performed on all customers requiring credit over a certain amount.

Prepaid Expenses and Other Receivables

At September 30, 2008, we had $420 in prepaid expenses and other receivables, compared to $116,480 at March 31, 2008. Prepaid expenses consist of rental and utility deposits and other receivables. The decrease was due to the decrease in rental and utility deposits as a result the disposal of Best Allied on April 1, 2008.

Inventories

At September 30, 2008, we had $33,047 in inventories, compared to$938,661 at March 31, 2008. Our inventories consist of raw materials, products which are work-in-progress, and finished goods. The decrease was due to a decrease in all three categories. Our raw materials decreased from $102,439 at March 31, 2008 to $16,827 at September 30, 2008 primarily due to the decrease in purchases during the three and six months ended September 30, 2008, as compared to the same periods ended March 31, 2008. Our Work-in-Progress inventory significantly decreased from $456,216 at March 31, 2008 to $0 at September 30, 2008 primarily due to the implementation of more efficient production schedules, which led to a shorter manufacturing lead time. Our Finished Goods decreased from $380,006 to $16,220 primarily due to more goods delivered to the customers near quarter ended September 30, 2008, as compared to the last quarter ended March 31, 2008. No inventories were written off for the three and six months ended September 30, 2008.

Liabilities

Total current liabilities, consisting of accounts payable, bank and other borrowings, amounts due to related parties and accrued expenses and other liabilities, decreased from $2,168,914 at March 31, 2008 to $589,730 at September 30, 2008. This decrease was primarily due to a decrease in Accounts Payable, Bank and Other Borrowings and Accrued Expenses and Other Liabilities.

Accounts Payable

Accounts payable, which typically operates on a two to three-week cycle, decreased from $607,235 at March 31, 2008 to $51,682 at September 30, 2008 primarily due to the decrease in purchases for the quarter ended September 30, 2008, as compared to the last quarter ended March 31, 2008.

Bank and Other Borrowings

Bank and other borrowing, which consist of bank overdrafts, short-term loans, and other borrowings, decreased from $1,279,745 at March 31, 2008 to $426,002 at September 30, 2008. This decrease was primarily due to the repayment of bank borrowings of $1,525,160 for the six months ended September 30, 2008. The decrease was offset in part by new bank borrowings of $673,716.

Accrued Expenses and Other Liabilities

Accrued expenses and other liabilities decreased from $281,934 at March 31, 2008 to $112,046 at September 30, 2008. Accrued expenses consist of legal and professional fees, accrued staff related costs and other accruals and liabilities. This decrease was primarily due to the decrease in operating expenses as a result of decrease in sales volume.

Three Months Ended September 30, 2008 Compared to Three Months Ended September 30, 2007

Revenues

Our revenues decreased by $1,728,364, or 44.9%, from $3,850,270 in the quarter ended September 30, 2007 to $2,121,906 in the quarter ended September 30, 2008. The decrease was mainly attributable to the decrease in sales volume as a result of the disposal of Best Allied on April 1, 2008.

Cost of Revenues

For the quarter ended September 30, 2008, our total cost of revenues decreased by $1,582,511, or 46.3%, to $1,834,072 from $3,416,583 for the quarter ended September 30, 2007. This decrease was primarily due to the decrease in net revenues as a result of the disposal of Best Allied on April 1, 2008.

Gross Profit

Our gross profit amount decreased by $145,853, or 33.6%, from $433,687 for the quarter ended September 30, 2007, to $287,834 for the quarter ended September 30, 2008. The decrease was primarily due to the decrease in net revenues as a result of the disposal of Best Allied on April 1, 2008. Gross profit percentage increased from 11.3% for the quarter ended September 30, 2007, to 13.6% for the quarter ended September 30, 2008. The increase in gross profit percentage was attributable to the change in sales mix, in which higher margin products were sold in the quarter ended September 30, 2008 when compared to the same period of 2007.

Operating Expenses

Our total operating expenses (selling, general & administrative expenses (SG&A)) for the quarter ended September 30, 2008 decreased by $283,335 or 70.3%, to $119,788 from $403,123 for the quarter ended September 30, 2007. The decrease was primarily due to the decrease in sales volume as a result of the disposal of Best Allied on April 1, 2008.

Other Income

Our other income, mainly consisting of commission and handling income, for the quarter ended September 30, 2008 and 2007 were $28,594 and $6, respectively. The decrease was primarily due to the decrease in provision of handling services.

Income from Operations

Our income from operations for the quarter ended September 30, 2008 and 2007 were $168,052 and $59,158, respectively. The increase was primarily due to the increase in gross margin as a result of change in sales mix, and the decrease in operating expenses.

Depreciation

Depreciation expense for office units, machinery, furniture equipment and motor vehicles, increased for the quarter ended September 30, 2008 to $39,009, from $6,461 for the same period in 2007. This increase in depreciation expense was mainly due to the increase in purchases of property and equipment for the quarter ended September 30, 2008 as compared to the same period of 2007.

Interest Expense

Interest expense, net, decreased for the quarter ended September 30, 2008 to $3,248 from $32,529 for the quarter ended September 30, 2007. The decrease was primarily due to the decrease in average bank borrowings.

Net Income/(Loss)

We had net income of $163,011 for the quarter ended September 30, 2008 as compared to net income of $26,629 for the quarter ended September 30, 2007. The increase was primarily due to the increase in income from operations.

Earnings/(Loss) Per Share

We reported basic and diluted per share earnings of 1.17 cents for the quarter ended September 30, 2008 based on 13,975,380 outstanding weighted average shares, compared to basic and diluted per share earnings of 0.13 cents for the same period of 2007, based on 20,000,000 outstanding weighted average shares.

Six Months Ended September 30, 2008 Compared to Six Months Ended September 30, 2007

Revenues

Our revenues decreased by $2,343,481, or 36.5%, from $6,414,031 in the six months ended September 30, 2007 to $4,070,550 in the six months ended September 30, 2008. The decrease was mainly attributable to the decrease in sales volume as a result of the disposal of Best Allied on April 1, 2008.

Cost of Revenues

For the six months ended September 30, 2008, our total cost of revenues decreased by $1,819,403, or 33.1%, to $3,674,981 from $5,494,384 for the six months ended September 30, 2007. This decrease was primarily due to the decrease in net revenues as a result of the disposal of Best Allied on April 1, 2008.

Gross Profit

Our gross profit amount decreased by $524,078, or 57.0%, from $919,647 for the six months ended September 30, 2007, to $395,569 for the six months ended September 30, 2008. The decrease was primarily due to the decrease in net revenues as a result of the disposal of Best Allied on April 1, 2008. Gross profit percentage decreased from 14.3% for the six months ended September 30, 2007, to 9.7% for the six months ended September 30, 2008. The decrease in gross profit percentage was attributable to the decrease in product selling prices in the first quarter of 2008. The decrease in gross profit percentage was offset in part by the change in sales mix, in which more higher margin products were sold in the quarter ended September 30, 2008 when compared to the same period of 2007.

Operating Expenses

Our total operating expenses (selling, general & administrative expenses (SG&A)) for the six months ended September 30, 2008 decreased by $505,059 or 69.0%, to $227,275 from $732,334 for the six months ended September 30, 2007. The decrease was primarily due to the decrease in sales volume as a result of the disposal of Best Allied on April 1, 2008.

Other Income

Our other income, mainly consisting of commission and handling income, for the six months ended September 30, 2008 and 2007 were $74,257 and $48, respectively. The decrease was primarily due to the decrease in provision of handling services.

Income from Operations

Our income from operations for the six months ended September 30, 2008 and 2007 were $168,342 and $261,570, respectively. The decrease was primarily due to the decrease in net revenue.

Loss on Disposal of Best Allied

Our loss on our disposal of Best Allied for the six months ended September 30, 2008 and 2007 were $276,041 and $0 respectively. The 2008 loss was in relation to the disposal of Best Allied on April 1, 2008.

Depreciation

Depreciation expense for office units, machinery, furniture equipment and motor vehicles, increased for the six months ended September 30, 2008 to $71,635, from $6,522 for the same period in 2007. This increase in depreciation expense was mainly due to the increase in purchases of property and equipment for the six months ended September 30, 2008 as compared to the same period of 2007.

Interest Expense

Interest expense, net, decreased for the six months ended September 30, 2008 to $12,039 from $51,111 for the six months ended September 30, 2007. The decrease was primarily due to the decrease in average bank borrowings.

Net Income/(Loss)

We had net loss of $121,531 for the six months ended September 30, 2008 as compared to net income of $194,835 for the six months ended September 30, 2007. The decrease was primarily due to the decrease in income from operations.

Earnings/(Loss) Per Share

We reported basic and diluted per share loss of 0.87 cents for the six months ended September 30, 2008 based on 13,955,922 outstanding weighted average shares, compared to basic and diluted per share earnings of 0.97 cents for the same period of 2007, based on 20,000,000 outstanding weighted average shares.

Banking Facilities:

At September 30, 2008, our banking facilities consisting of bank loans and other credit facilities were $564,899, of which $426,002 has been drawn down and $138,897 remains available.

Liquidity and Capital Resources

At September 30, 2008, we had $154,114 cash and cash equivalents on hand, compared to $288,356 at March 31, 2008. Our primary liquidity and capital resource needs are to finance the costs of our operations and to make capital expenditures. To date, we have financed our business operations through our banking facility and loans from officers and directors. We believe we will have adequate liquidity through the next twelve months to operate our business and to meet our cash requirements.

Operating Activities

Net cash provided by operating activities totaled $1,105,198 for the six months ended September 30, 2008, which was an increase from the net cash used in operating activities, which totaled $872,772 for the six months ended September 30, 2007. This change is primarily attributable to a decrease in accounts receivable of $859,356 and a decrease in inventory of, $903,363. The net cash provided by operating activities was offset in part by a decrease in accounts payable of $554,260.

Investing Activities

Net cash used in investing activities totaled $389,134 for the six months ended September 30, 2008, which was an increase from the net cash used in investing activities of $7,298 for the six months ended September 30, 2007. The net cash used in investing activities was due to an increase in purchases of property and equipment.

Financing Activities

Net cash used in financing activities totaled $851,444 for the six months ended September 30, 2008, as compared to $783,611 provided by financing activities for the six months ended September 30, 2007. The change from net cash provided by to net cash used in financing activities was mainly due to repayment of bank borrowings of $1,525,160, but only off set in part by new bank borrowings of $673,716 for the six months ended September 30, 2008.

	For the Six Months Ended
	September 30, 2008			September 30, 2007
Net Cash Provided by (Used in) Operating Activities	$	1,105,198		$	(872,772	)

Net Cash Provided by (Used by ) Investing Activities	$	(389,134	)	$	(7,298	)

Net Cash Provided by (Used in) Financing Activities	$	(851,444	)	$	783,611

Effect of Exchange Rate on Cash	$	1,138		$	2,225

Net Effect on Cash	$	(134,242	)	$	(94,234	)

Cash at Beginning of Period	$	288,356		$	138,654

Cash End of Period	$	154,115		$	44,420

Impact of Inflation and Changing Prices

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

The following table sets forth the Company Contractual Payment Obligations:

Contractual Obligation	Payment by Period
	Total		Less than 1 year		1-3 years		3-5 years		More than 5 years
Long-Term Obligations	$	118,335	$	118,335		—		—		—
Capital Obligations		—		—		—		—		—
Operating Lease Obligations		—		—		—		—		—
Other Long—Term Liabilities Reflected on the Registrant’s Balance Sheet under GAAP		—		—		—		—		—
Total	$	118,335	$	118,335		—		—		—

Off-Balance Sheet Arrangements

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

Critical Accounting Policies & Estimates

Basis of presentation

Consolidation

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

Revenue recognition

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

Trade accounts receivable

Inventory

Income Taxes

Recently Issued Accounting Pronouncements

Item 3. Quantitative and Qualitative Disclosures About Market Risk

N/A.

Item 4T. Controls and Procedures.

Evaluation of Controls and Procedures.

In accordance with Exchange Act Rules 13a-15 and 15d-15, our management is required to perform an evaluation under the supervision and with the participation of the Company’s management, including the Company’s principal executive officer and principal financial officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of the end of the period.

Evaluation of Disclosure Controls and Procedures

Based on their evaluation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of September 30, 2008, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective to ensure that the information required to be disclosed by us in this Report was (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and instructions for Form 10-Q.

Changes in Internal Controls.

No change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the quarter ended September 30, 2008 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

Limitations on the Effectiveness of Controls.

Our management does not expect that our Disclosure Controls will prevent all error and all fraud. A control system, no matter how well designed and operated, can provide only reasonable assurance of achieving the designed control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

PART II

OTHER INFORMATION

Item 1. Legal Proceedings.

The Company is not a party to or the subject of any pending legal proceeding or any contemplated proceeding of a governmental authority.

Item 1A. Risk Factors.

N/A.

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

On June 27, 2006, Freedom issued 100,000 shares of its common stock to Getting You There, LLC, or GYT, an entity owned by Virginia K. Sourlis, Esq., the sole officer and director of Freedom, for aggregate purchase price of $2,100. The Company sold these shares of common stock under the exemption from the registration requirements of the Securities Act of 1933, as amended, afforded the company under Section 4(2) and Regulation D promulgated thereunder due to the fact that the issuance did not involve a public offering and in light of fact that Ms. Sourlis is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Act. On October 25, 2007, we redeemed all of the 100,000 shares from GYT in exchange for 300,000 shares of the resultant issuer’s common stock after the merger.

In connection with its merger with SWL, on October 25, 2007, Freedom issued 350 shares of its common stock for each share of common stock held by stockholders of SWL of which 2,330,200 are being registered by the Selling Stockholders listed in this Registration Statement. The Company issued these shares under the exemption from the registration requirements of the Securities Act of 1933, as amended, afforded the company under Regulation S promulgated thereunder due to the investors were non-US residents.

As previously reported on a Current Report on Form 8-K filed with the Securities and Exchange Commission on May 30, 2008, on May 27, 2008, the Company and SWL, entered into a Share Purchase and Exchange Agreement (the “Exchange Agreement”) with Best Allied, a wholly-owned subsidiary of SWL, and Ms. Ivy S.K. Lam, a director and officer of Best Allied and a stockholder of an aggregate of 6,063,750 shares of the Company’s Common Stock. Pursuant to the Exchange Agreement, at a closing held on May 30, 2008, Ms. Lam purchased from the Company and SWL 10,000 shares of Common Stock of Best Allied owned by SWL, which constituted 100% of the issued and outstanding shares of Best Allied, in exchange for 6,063,750 shares of the Company’s Common Stock held by Ms. Lam, which constituted 100% of the shares of the Company’s Common Stock held by Ms. Lam (the “Exchange”). The effective date of the Exchange is April 1, 2008. Pursuant to the agreement, Ms Lam had agreed to the return and cancellation of 6,063,750 shares of our common stock held by her. The Company issued these shares under the exemption from the registration requirements of the Securities Act of 1933, as amended, afforded the Company under Regulation S promulgated thereunder due to the fact that Ms. Lam is not a US resident

On September 19, 2008, the Company issued 300,000 shares of common stock to Wakabayashi Fund, LLC in consideration for services rendered. . The Company issued these shares under the exemption from the registration requirements of the Securities Act of 1933, as amended, afforded the Company under Regulation S promulgated thereunder due to the fact that none of the members of Wakabayashi Fund, LLC are non- US residents.

Item 3. Defaults Upon Senior Securities.

None.

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

None.

Item 5. Other Information.

None.

Item 6. Exhibits.

EXHIBIT INDEX

Exhibit No.		Description
31.1		Certification by Roger Kwok Wing Fan, the Principal Executive Officer of Sound Worldwide Holdings, Inc., pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended.

31.2		Certification by Tony Ka Kin Chui, the Principal Financial Officer of Sound Worldwide Holdings, Inc., pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended.
32.1		Certification by Roger Kwok Wing Fan, the Principal Executive Officer of Sound Worldwide Holdings, Inc., pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2		Certification by Tony Ka Kin Chui, the Principal Financial Officer of Sound Worldwide Holdings, Inc., pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


	SOUND WORLDWIDE HOLDINGS, INC.

Dated: November 14, 2008	By:	/s/ TONY KA KIN CHUI
		Tony Ka Kin Chui Chief Financial Officer (Principal Financial Officer)