**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**





**FORM
      10-KSB**





(Mark
      One)


**x**
            ANNUAL
                REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
                1934





For
      the
      fiscal year ended:  **March
      31, 2008**





OR





£
            TRANSITION
                REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
                1934





For
      the
      transition period from ________ to ________





Commission
      File No. **000-52116**





**Sound
      Worldwide Holdings, Inc.**


(Name
      of
      small business issuer in its charter)





**Delaware**
            
            **20-5153419**(State
                or other jurisdiction of incorporation or organization)
            
            (I.R.S.
                Employer Identification No.)**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)




Issuer’s
      telephone number: **(852)
      2414-1831**





Copies
      to :


The
      Sourlis Law Firm


Virginia
      K. Sourlis, Esq.


The
      Galleria


2
      Bridge
      Avenue


Red
      Bank,
      New Jersey 07701


(732)
      530-9007


www.SourlisLaw.com





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





Securities
      registered under Section 12(g) of the Exchange Act: Common Stock, par value
      $0.0001 per share





Check
      whether the issuer is not required to file reports pursuant to Section 13 or
      15(d) of the Exchange Act. £





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





Check
      if
      there is no disclosure of delinquent filers in response to Item 405 of
      Regulation S-B contained in this form, and no disclosure will be contained,
      to
      the best of registrant’s knowledge, in definitive proxy or information
      statements incorporated by reference in Part III of this Form 10-KSB or any
      amendment to this Form 10-KSB. £





Check
      whether the registrant is a shell company (as defined in Rule 12b-2 of the
      Exchange Act). Yes £ No **x**









State
      issuer’s revenues for most recent fiscal year: $17,652,601





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
      sold, or the average bid and asked price of such common equity, as of a
      specified date within the past 60 days. (See definition of affiliate in Rule
      12b-2 of the Exchange Act):





There
      is
      currently no trading market for the Company’s common stock.





State
      the
      number shares outstanding of each of the issuer’s classes of common equity, as
      of the latest practicable date: As of June 30, 2008, there were 13,936,250
      shares of common stock issued and outstanding.





**DOCUMENTS
      INCORPORATED BY REFERENCE:**





None




2


**TABLE
      OF CONTENTS**





**PART
                I**
            4Item 1.
            
            Description
                of Business
            4Item 2.
            
            Description
                of Property
            13Item 3.
            
            Legal
                Proceedings
            13Item 4.
            
            Submission
                of Matters to a Vote of Security Holders
            13**PART
                II**
            14Item 5.
            
            Market
                for Common Equity and Related Stockholder Matters
            14Item 6.
            
            Management’s
                Discussion and Analysis or Plan of Operation
            17Item 7.
            
            Financial
                Statements
            33Item 8.
            
            Changes
                in and Disagreements with Accountants on Accounting and Financial
                Disclosure
            33Item 8AT
            
            Controls
                and Procedures
            34Item 8B
            
            Other
                Information
            35**PART
                III**
            35Item 9.
            
            Directors,
                Executive Officers, Promoters and Control Persons and Corporate
                Governance; Compliance with Section 16(a) of the Exchange Act
            35Item 10.
            
            Executive
                Compensation
            36Item 11.
            
            Security
                Ownership of Certain Beneficial Owners and Management and Related
                Stockholder Matters
            38Item 12.
            
            Certain
                Relationships and Related Transactions and Director
                Independence
            40Item 13.
            
            Exhibits
                and Reports on Form 8-K
            40Item 14.
            
            Principal
                Accountant Fees and Services
            41Signatures
            
            
            43




3




**FORWARD-LOOKING
      STATEMENTS**





Certain
      statements made in this Annual Report on Form 10-KSB are “forward-looking
      statements” (within the meaning of the Private Securities Litigation Reform Act
      of 1995) regarding the plans and objectives of management for future operations.
      Such statements involve known and unknown risks, uncertainties and other factors
      that may cause actual results, performance or achievements of Sound Worldwide
      Holdings, Inc., a Delaware corporation (the “Company”) to be materially
      different from any future results, performance or achievements expressed or
      implied by such forward-looking statements. The forward-looking statements
      included herein are based on current expectations that involve numerous risks
      and uncertainties. The Company’s plans and objectives are based, in part, on
      assumptions involving the continued expansion of business. Assumptions relating
      to the foregoing involve judgments with respect to, among other things, future
      economic, competitive and market conditions and future business decisions,
      all
      of which are difficult or impossible to predict accurately and many of which
      are
      beyond the control of the Company. Although the Company believes its assumptions
      underlying the forward-looking statements are reasonable, any of the assumptions
      could prove inaccurate and, therefore, there can be no assurance the
      forward-looking statements included in this Report will prove to be accurate.
      In
      light of the significant uncertainties inherent in the forward-looking
      statements included herein, the inclusion of such information should not be
      regarded as a representation by the Company or any other person that the
      objectives and plans of the Company will be achieved.





**PART
      I**





**Item
      1. Description of Business.**





**General
      and Subsequent Event**





We
      are a
      holding company formed in the state of Delaware engaged in the manufacturing
      of
      denim fabrics in China and, through our subsidiary, Asian Point Investment
      Limited, in the sale of those fabrics to vendors located throughout the world.





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.





Due
      to
      the fact that the exchange with Ms. Lam and our divestiture of Best Allied
      was
      consummated after our fiscal year end, information in this Annual Report
      contains disclosure regarding our operations as of such date and therefore,
      includes certain information of Best Allied.





4





**Organizational
      History**





On
      October 25, 2007, we merged with a reporting shell company, Freedom 3, Inc.,
      or
      Freedom, a Delaware corporation. On such date, Freedom redeemed 100,000 shares
      of its common stock, which was all of its issued and outstanding common stock,
      from its then current stockholder in exchange for 300,000 shares of restricted
      common stock of the resultant issuer after the merger as per the redemption
      agreement. Freedom then sold one share of its common stock to SWL for $1.00.
      This resulted in SWL owning 100% of Freedom. SWL and Freedom then entered into
      a
      Share Exchange Agreement or the Exchange Agreement, dated October 25, 2007,
      pursuant to which each share of common stock and preferred stock of SWL was
      converted into 350 shares of Freedom’s common stock and one share of Freedom’s
      preferred stock, respectively and all of the issued and outstanding shares
      of
      SWL’s common stock were retired and cancelled. This resulted in the stockholders
      of SWL to become stockholders of Freedom. The previous stockholder of Freedom
      was then issued 300,000 shares of Freedom as agreed previously. The one share
      of
      Freedom’s common stock held by SWL was then cancelled and SWL sold one share of
      its common stock to Freedom, which resulted in Freedom owning 100% of SWL.
      Freedom then changed its name to Sound Worldwide Holdings, Inc.





Prior
      the
      exchange, Freedom was a shell company with no operations and nominal assets.





The
      following summarizes the organizational history and location of our subsidiaries
      as of March 31, 2008:





·
            Sound
                Worldwide Limited, or SWL, was formed in July 1999 and was the holding
                company for Asian Point Investment Limited and Best Allied Industrial
                Limited. SWL is currently the holding company of Asian Point. As
                described
                above, as of April 1, 2008, Best Allied is no longer a subsidiary
                of
                SWL.


·
            Asian
                Point Investment Limited, or Asian Point, which leases Heyuan Yuenya
                Weaving Factory in Heyuan, Guangdong Province, was registered in
                June
                1999.


·
            Best
                Allied Industrial Limited, or Best Allied, which has its production
                based
                in the Kwun Tong District of Hong Kong, was formed in April
                1997.





*Introduction
      to Freedom*





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




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




Change
      in Fiscal Year




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





**Common
      Stock** ****





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


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





5




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




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




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




**There
      is no active market for our common stock.**





Currently,
      there is no active trading market for our common stock. Following the
      effectiveness of this registration statement, we intend to request that a
      broker-dealer/market maker submit an application to make a market for our common
      stock shares on the OTC Bulletin Board. There can be no assurance, however,
      that
      the application will be accepted or that any trading market will ever develop
      or
      be maintained on the OTC Bulletin Board, pink sheets or any other recognized
      trading market or exchange. Any trading market that may develop in the future
      for our common stock will most likely be very volatile, and numerous factors
      beyond our control may have a significant effect on the market. Only companies
      that report their current financial information to the SEC may have their
      securities included on the OTC Bulletin Board. Therefore, only upon the
      effective date of this registration statement will our common stock become
      eligible to be quoted on the OTC Bulletin Board. In the event that we lose
      our
      status as a "reporting issuer," any future quotation of our common stock on
      the
      OTC Bulletin Board may be jeopardized.





***Our
      Principal Products and Services***





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





**Business
      Objectives**





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





**Growth
      Strategy**





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





***Increasing
      Operations***





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





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





6




***Vertical
      Integration***





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





In
      Asian
      Point, our textile manufacturing subsidiary, we believe can achieve upstream
      integration by acquiring a factory to prepare and size the yarn using a warp
      beam. When weaving with a loom, the vertical yarns are attached to a warp beam
      before weaving begins. With its own facilities, Asian Point can minimize average
      production costs of the textiles..





***Summary
      Financial Information***





The
      table
      below summarizes (i) our audited balance sheet at March 31, 2008, compared
      to
      March 31, 2007 and (ii) our statement of operations for the audited year ended
      March 31, 2008 compared to March 31, 2007.


**For the Period Ended:****March 31, 2008**
                **(Audited)**
              
              **March 31, 2007**
                **(Audited)*****Balance Sheet:***Cash
              
              $
              288,356
              
              $
              138,654Total
                  Assets
              
              $
              5,502,308
              
              $
              3,075,521Total
                  Liabilities
              
              $
              2,168,914
              
              $
              1,254,628Total
                  Stockholders’ Equity
              
              $
              3,333,394
              
              $
              1,820,893
  **For the Period Ended:****March 31, 2008**
                **(Audited)**
              
              **March 31, 2007**
                **(Audited)*****Statement of Operations***:Revenue
              
              $
              17,652,601
              
              $
              14,840,870Net
                  Income
              
              $
              1,500,424
              
              $
              1,579,341Earnings
                  Per Share of Common Stock
              
              $
              0.08
              
              $
              0.09





**Products
      and Production**





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





***Product
      Characteristics***





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





7




***Production
      Lines***





Given
      that SWL manufactures denim fabrics through Asian Point and until the Effective
      Date, also manufactured garments through Best Allied, it is essential to
      understand the production process of both these subsidiaries.





Asian
      Point:





The
      following is the “step-by-step” production process for Asian Point:





***Step
      1.*** ***Stored
      Yarn & Pre-weaving Preparation***





In
      the
      initial stage, Asian Point purchases material and yarn. The raw materials are
      then made ready for the weaving process which is outsourced to an external
      company. This preparation occurs at an external sizing factory, which uses
      warp
      beams to prepare the yarn. All specifications for the denim are predetermined
      by
      Asian Point’s clients.





***Step
      2. Weaving***





Once
      the
      process of sizing is finished, the semi-finished product is transported back
      to
      Asian Point for weaving.





***Step
      3.***  ***Inspection***





Since
      Asian Point’s goal is to provide a high quality product, inspection is a very
      important step to ensure quality standards are met before storage. All denim
      is
      sent to the quality control department for inspection before it moves on to
      the
      next stage.





***Step
      4. Storage***





The
      product, which is now ready for delivery, is then stored in the factory. Here
      clients have the chance to inspect the finished product before they take
      possession of the material.





***Step
      5. Retail***





Most
      of
      the denim is sold to garment manufacturers, while some will end up in the retail
      sector.




Best
      Allied:




Once
      orders are received from a client, Best Allied’s production process begins with
      making a pattern on a computer, called automated marking, and then plotting
      full-size or scaled patterns and markers on the fabric. Meanwhile, purchases
      of
      raw material and inspection of raw material are performed in order to comply
      with the client’s specifications as well as desired quality. Once computer
      marking and plotting are done, the material then undergoes the process of
      inspection, cutting and sewing. Fusing and ironing are the finishing touches
      that are made before delivering the garments to the clients. The following
      depicts the “step-by-step” production process of Best Allied:





Step
      1.
      Computer Marking


â


Step
      2.
      Computer Plotting


â


Step
      3.
      Fabric Inspection


â


Step
      4.
      Cutting


â


Step
      5.
      Sewing


â


Step
      6.
      Fusing


â


Step
      7.
      Ironing





8




**Quality
      Control and Assurance**





We
      place
      significant focus on quality control throughout the entire production process.
      This is done to ensure the delivery of a consistently high quality finished
      product to the customer. Our main quality control procedures are outlined
      below.





*1.*  *Inspection and testing of incoming materials*




The
      quality of all raw materials, components, and spare parts that have been
      purchased are subject to sample inspections in order to ensure that they meet
      the requirements of China’s government, the industry and the
      client.





*2.
      Inspection and testing of semi-finished products*





Semi-finished
      products undergo inspection to ensure that they comply with specific technical
      requirements.





*3.
      Final inspection and testing*





Quality
      control procedures are also applied after both the textile and garment processes
      are finished to ensure that the color, weight, width and the characteristics
      of
      the processed denim fabrics and garments comply with the customer’s
      specifications before they are packaged and delivered to the customer. As a
      result of strict quality control procedures, we experience a minimal return
      rate
      on our fabrics and garments.





**Significant
      Suppliers and Clients:**





Best
      Allied’s largest customers accounted for approximately 22.64% of its net sales
      in fiscal 2008 and Asian Point’s largest customers accounted for approximately
      29.16% of its net sales in fiscal 2008 We
      do not
      have any minimum purchase obligations or other contractual obligations with
      our
      suppliers.





Best
      Allied’s significant suppliers and clients are:




Suppliers :


§
            Nan
                Fung Textiles Ltd.


§
            Central
                Textiles (H.K.) Ltd.


§
            Tai
                Hing Cotton Mill Ltd.





Clients :


·
            Lauren
                (Division of Polo Ralph Lauren
                Corporation)


·
            Polo
                Children Wear


·
            Liz
                Claiborne


·
            American
                Eagle Outfitters


·
            Abercrombie
                & Fitch


·
            Rugby





**Environmental
      and Production Safety Regulations on Production**





Asian
      Point’s production facilities are located in Heyuan City, China and Best
      Allied’s production facilities are located in Kwon Tong, Honk Kong and are
      subject to the environmental and production regulations of the PRC. The main
      pollutants resulting from production in the manufacturing factory of Asian
      Point
      are noise and dust particles to the surrounding areas. To tackle this problem,
      we have taken necessary measures during the setting up of our manufacturing
      plant to minimize the level of noise, so that it is aligned with the
      requirements of the applicable environmental laws and regulations. In addition,
      we carry out regular on-site environmental testing to ensure that our operations
      comply with regulatory requirements and standards. In regards to our production
      safety issues, we take strict measures that comply with the production safety
      regulations of the PRC and Hong Kong. Since our clients are highly regarded
      around the world, each client has already performed its own audit of our
      processes. These production audits ensure reasonable working conditions and
      an
      adherence to western labor laws.





9





**Market
      Analysis**





Demand
      for Textiles and Garments





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




World
      Textile and Garment Demand





Over
      the
      past ten years, we believe that the textile and garment industries have played
      major part of global trade.


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





**China
      Textile and Garment Industry**





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





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





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





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





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





**Factors
      Contributing to the Development of PRC Textile industry:**





·
            Skilled
                and inexpensive labor;


·
            Relatively
                low value of RMB compared to other
                currencies;


·
            Inexpensive
                raw materials; and


·
            Relatively
                low shipment costs.





10




**Hong
      Kong Textile and Garment Industry**





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




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





**Marketing
      and Business Strategies**





**Marketing
      Strategies**





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





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





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





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





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





**Business
      Strategies**





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





*Short-Term
      Strategies (within 3 years)*





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





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





In
      order
      to achieve our goal of expanding our business and remain competitive, Asian
      Point intends to acquire more advanced machinery, reorganize human resources,
      and expand its marketing team. In the short term, we believe that this will
      allow Asian Point to minimize increasing production costs and enhance efficiency
      and profitability. Since the production of textiles is labor-intensive and
      there
      are signs of a possible labor shortage arising in the Guangdong Province, it
      is
      important for Asian Point to take the above-mentioned short term strategies.
      These strategies will not only ensure the stability and profitability of Asian
      Point, but also allow Asian Point to benefit from economies of scale. With
      trade
      liberalization factored by China’s entry into the WTO, Asian Point also intends
      to expand its marketing team to develop its overseas market.





11





*Mid-Term
      Strategies (3 to 5 years)*





We
      had
      intended to focus on the vertical integration of our subsidiaries. We believed
      and continue to believe that we can further improve our profitability by taking
      advantage of upstream and downstream opportunities. Below summarizes our
      vertical integration strategies planned for Asian Point





In
      the
      mid-term (within 3 to 5 years), Asian Point will focus on upstream activities
      by
      acquiring a sizing factory and a shrinkage factory, which would be used to
      pre-shrink the denim. We believe that vertical integration of Asian Point will
      minimize production costs since Asian Point will not have to depend on outside
      suppliers. By controlling all aspects of production, issues such as product
      quality and delivery deadlines will no longer be a problem for Asian Point.





*Long-Term
      Strategies (5 years and beyond)*




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





We
      expect
      that Asian Point will develop an additional manufacturing base in XinTang,
      Guangdong Province, which it is a hub for wholesalers and buyers of denim
      products from all across China. Asian Point currently has extensive connections
      with buyers from various provinces around China. Once Asian Point has the
      capacity, we anticipate it to take the initiative and enlarge its production
      and
      sales network. It could go as far as expanding into retail outlets in XinTang,
      which serves as the center of the garment and textile industry in Guangdong
      province.





**Employees**





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




We
      operate a Mandatory Provident Fund Scheme for all qualifying employees in Hong
      Kong. The assets of the plan are held separately from those of the Company
      by
      the trustees of the plan. We contribute 5% of the relevant payroll costs to
      the
      plan, which contribution is matched by employees. The contributions paid by
      the
      Company for the fiscal year ended March 31, 2008 and 2007 were $42,579 and
      $29,328, respectively.





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





***Available
      Information***





We
      are
      subject to the information reporting requirements of the Exchange Act, and,
      accordingly, are required to file periodic reports, including quarterly and
      annual reports and other information with the Securities and Exchange
      Commission. Such reports and other information may be inspected and copied
      at
      the public reference facilities maintained by the Commission at 100 F Street,
      N.E., Washington, D.C. 20549. The public may obtain information on the operation
      of the Public Reference Room by calling the SEC at 1-800-SEC-0330. In addition,
      the SEC maintains an Internet website that contains reports, proxy and
      information statements and other information regarding registrants that file
      electronically. The address of the website is http://www.sec.gov.




12


**Item
      2. Description of Property.**





**DESCRIPTION
      OF PROPERTIES**





Our
      principal executive offices are located Superluck Industrial Centre, Flat K,
      13/F (Phase 2), 57 Sha Tsui Road, Tsuen Wan, N.T. Hong Kong, China and our
      telephone number is (852) 2414-1831. Through Best Allied, we owned production
      plants in the Kwun Tong District of Hong Kong and through Asian Point, we
      currently own a production plant in the city of Heyuan, which is in the
      Guangdong Province of the PRC.





The
      following is a description of our properties as of the fiscal year ended March
      31, 2008. The information provided below for Best Allied is as of the Effective
      Date and for Asian Point, as of the date of filing this Annual Report.





**Lessor**
            
            **Location**
            
            **Approximate
                Sq.**
              **Footage**
            
            **Use**Best
                Allied (1)
            
            7/F,
                DJ Building
              Hoi
                Bum Road
              Kwon
                Tong, Hong Kong
            
            13,000
                sq. ft.
            
            Manufacturing
                and
              trading
                garmentsBest
                Allied (2)
            
            13/F,
                DJ Building
              Hoi
                Bum Road
              Kwon
                Tong, Hong Kong
            
            2,000
                sq. ft.
            
            StorageAsian
                Point (3)
            
            Heyuan
                Foreign Economic
              Development
                Area
              205
                Heyuan Road
              Heyuan
                City, China
            
            27,500
                sq. ft.
            
            Manufacturing
                and
              trading
                of denim fabrics





(1)
            Best
                Allied rents this space pursuant to a lease with D.J. Ltd. for a
                period
                commencing on March 31, 2007 and expiring on March 31, 2009 for a
                monthly
                rent of $7,051.19.


(2)
            Best
                Allied rents this space pursuant to a lease with D.J. Ltd. for a
                period
                commencing on March 31, 2007 and expiring on March 31, 2009 for a
                monthly
                rent of $923.07.


(3)
            Asian
                Point rents this space pursuant to a lease with Heuyan Foreign Economic
                Development for a period commending on July 1, 1999 and expiring
                on June
                30, 2008 for a monthly rent of
                $2,032.11.





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





**Item
      3. Legal Proceedings.**





We
      are
      not currently a party to any legal proceedings.





We
      are
      required by the Delaware General Corporation Law (DGCL) to maintain a resident
      agent in the State of Delaware. Our resident agent for this purpose is Isaac
      L.
      Muller, The Incorporator, Inc. located at 20 Robert Pitt Drive, Suite 214,
      Monsey, New York 10952. All legal process and any demand or notice authorized
      by
      law to be served upon us may be served upon our resident agent in the State
      of
      Delaware in the manner provided under the DGCL.





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





None




13


**PART
      II**





**Item
      5. Market for Common Equity, Related Stockholder Matters and Issuer Purchases
      of
      Equity Securities.** ****





Under
      our
      Certificate of Incorporation, we are authorized to issue an aggregate of
      110,000,000 shares of capital stock, of which 100,000,000 are shares of common
      stock, par value $0.0001 per share, or Common Stock and 10,000,000 are preferred
      stock, par value $0.0001 per share, or Preferred Stock. As of the date hereof,
      13,936,250 shares of our common stock are issued and outstanding, and there
      are
      approximately 62 holders of record of our Common Stock.





**Common
      Stock**




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





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





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





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





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





**No
      Public Market for Common Stock**




There
      is
      presently no public market for our common stock. We intend to request a
      registered broker-dealer to apply to have our common stock listed on the OTC
      Bulletin Board upon the effectiveness of the registration statement. However,
      we
      can provide no assurance that our shares will be traded on the OTC Bulletin
      Board or, if traded, that a public market will materialize.




14




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




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




**Holders
      of Our Common Stock**




As
      of
      June 30, 2008, we had 62 holders of record of our common stock.




**Preferred
      Stock**




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




(a)
            the
                rate of dividend, the time of payment of dividends, whether dividends
                are
                cumulative, and the date from which any dividends shall accrue;(b)
            whether
                shares may be redeemed, and, if so, the redemption price and the
                terms and
                conditions of redemption;(c)
            the
                amount payable upon shares of preferred stock in the event of voluntary
                or
                involuntary liquidation;(d)
            sinking
                fund or other provisions, if any, for the redemption or purchase
                of shares
                of preferred stock;(e)
            the
                terms and conditions on which shares of preferred stock may be converted,
                if the shares of any series are issued with the privilege of conversion;(f)
            voting
                powers, if any, provided that if any of the preferred stock or series
                thereof shall have voting rights, such preferred stock or series
                shall
                vote only on a share for share basis with our common stock on any
                matter,
                including but not limited to the election of directors, for which
                such
                preferred stock or series has such rights; and(g)
            subject
                to the above, such other terms, qualifications, privileges, limitations,
                options, restrictions, and special or relative rights and preferences,
                if
                any, of shares or such series as our board of directors may, at the
                time
                so acting, lawfully fix and determine under the laws of the State
                of
                Delaware.




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




15




**Holders
      of Our Preferred Stock**




As
      of
      June 30, 2008, we had 0 holders of record of our preferred stock.





**Share
      Purchase Warrants**





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





**Options**





We
      do not
      have a stock option plan in place nor are there any outstanding exercisable
      for
      shares of our common stock.





**Convertible
      Securities**





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





***Dividend
      Policy***





During
      the fiscal years ended March 31, 2007 and 2008, SWL paid aggregate dividends
      of
      $1,516,573 and $0.00 respectively, or approximately $0.09 and $0.00,
      respectively, for each share of common stock. We currently intend to retain
      future earnings, if any, to finance the expansion of our business. As a result,
      we do not anticipate paying any cash dividends in the foreseeable future.





***Transfer
      Agent***





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


Telephone:
      (212) 509-4000





***Recent
      Sales of Unregistered Securities***





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 Section 4(2) and Regulation S promulgated
      thereunder due to the fact that the issuance did not involve a public offering
      and the investors were non-US residents.





***Securities
      Authorized for Issuance under Equity Compensation
      Plans***





There
      was
      no equity compensation plan for the year ended March 31, 2008.




16


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




**MANAGEMENT’S
      DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
      OF**


**OPERATIONS**




*You
      should read the following discussion together with "Selected Historical
      Financial Data" and our consolidated financial statements and the related notes
      included elsewhere in this Annual Report. This discussion contains
      forward-looking statements, which involve risks and uncertainties. Our actual
      results may differ materially from those we currently anticipate as a result
      of
      many factors, including the factors we describe under "Risk Factors," and
      elsewhere in this Annual Report.*





**Forward
      Looking Statements**





Some
      of
      the information in this section contains forward-looking statements that involve
      substantial risks and uncertainties. You can identify these statements by
      forward-looking words such as "may," "will," "expect," "anticipate," "believe,"
      "estimate" and "continue," or similar words. You should read statements that
      contain these words carefully because they:





·
            discuss
                our future expectations;





·
            contain
                projections of our future results of operations or of our financial
                condition; and





·
            state
                other "forward-looking"
                information.





We
      believe it is important to communicate our expectations. However, there may
      be
      events in the future that we are not able to accurately predict or over which
      we
      have no control. Our actual results and the timing of certain events could
      differ materially from those anticipated in these forward-looking statements
      as
      a result of certain factors, including those set forth under "Risk Factors,"
      "Business" and elsewhere in this Annual Report. See "Risk Factors."





Unless
      stated otherwise, the words “we,” “us,” “our,” “the Company” or “Sound
      Worldwide” in this Annual Report collectively refers to the Company and its
      subsidiaries.





**Overview**





**Business
      Operations**





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





Through
      our wholly-owned subsidiary, Sound Worldwide Limited, or Sound Worldwide or
      SWL,
      a British Virgins Island corporation, and its two subsidiaries, we manufacture
      and sell denim fabrics and garments from our facilities in Hong Kong and China.
      SWL’s two subsidiaries are Asian Point Investment Limited, or Asian Point, and
      Best Allied Industrial Limited, or Best Allied.





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, we 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.





17




Due
      to
      the fact that the exchange with Ms. Lam and our divestiture of Best Allied
      was
      consummated after our fiscal year end, information in this Annual Report
      contains disclosure regarding our operations as of such date and therefore,
      includes certain information of Best Allied.





Asian
      Point is based in a 27,500 square foot production plant located in the city
      of
      Heyuan, which is in the Guangdong Province of the People’s Republic of China, or
      PRC or China, and is engaged the production of denim fabric for clients and
      for
      Best Allied.





Best
      Allied is based in a 13,000 square foot production plant located in the Kwun
      Tong District of Hong Kong and is engaged in the production of garment products.
      We intend to continue our focus on the vertical integration of our
      operations.





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





**Our
      Subsidiaries’ Organizational History**




The
      following summarizes the organizational history:





·
            SWL
                was formed in July 1999.


·
            Best
                Allied was formed in April 1997.


·
            Asian
                Point was registered in China in June
                1999.





**Business
      Objective**





Our
      business objective is to become a cost-effective denim fabric and garment
      manufacturer with high quality, competitive prices, a comprehensive product
      range and eventually expand the market share by advanced production technology,
      effective cost control techniques, superior quality control system, strong
      marketing effort and excellent management experience.





**Market
      Forecast** 1




Whereas
      it is expected that world spending on textiles and garments will continue to
      increase by 4% to 5% per year due to the economic growth of developed countries,
      the industry expects textile and garment exports from China and Hong Kong will
      increase by more than 5% per year.





**China:**





*China
      enters Word Trade Organization (WTO)*





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





**Hong
      Kong:**





*Benefits
      from China’s entry to WTO*




1  Source:
        CEPA-A Survey of Garment Shoppers in Southern, Central and Western China,
        2004
        and CEPA- A Survey of Garment Shoppers in Eastern and Northern China,
        2004.


18




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





*Closer
      Economic Partnership Agreement (CEPA)*





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





*Chinese
      textile and garment consumption trend towards Hong Kong
      products*





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





**Industry** **Trends**





**China** 2




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




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




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





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


19




**Hong
      Kong** **3**





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





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





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





**Product
      Trends** **4**


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





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





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





**Additional
      Challenges**





The
      following are additional challenges facing our company:





·
            Signs
                of a labor shortage in Guangdong
                Province




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





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





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


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


20


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





**SWOT
      Analysis**





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





**Strengths** :





·
            Advanced
                production facilities:





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





·
            Experienced
                management team:





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





·
            Excellent
                quality of product with a good reputation:




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





·
            Solid
                distribution network:





We
      have
      maintained solid relationships with many large suppliers, buyers and direct
      users around the world. Our sales are largely based on its enduring business
      foundation.





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





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





Asian
      Point is based in a 27,500 square foot production plant located in the city
      of
      Heyuan, which is in the Guangdong Province of the People’s Republic of China, or
      PRC or China, and is engaged the production of denim fabric for clients and for
      Best Allied.





Best
      Allied is based in a 13,000 square foot production plant located in the Kwun
      Tong District of Hong Kong and is engaged in the production of garment products.
      We intend to continue our focus on the vertical integration of our
      operations.





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





**Weaknesses:**





·
            Non-diversified
                geographical marketing:





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





21


·
            Insufficient
                production backup:





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





**Opportunities:**





·
            China
                entry to WTO





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





·
            Opportunities
                of CEPA





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





**Policies**





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





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





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





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





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





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





**Revenue
      Recognition Policies**





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





22




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





**Critical
      Accounting Policies**





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





*Revenue
      Recognition*




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





*Trade
      Accounts Receivable*





Accounts
      receivable are stated at original amount less allowance made for doubtful
      receivables, if any, based on a review of all outstanding amounts at the year
      end. An allowance is also made when there is objective evidence that the Company
      will not be able to collect all amounts due according to original terms of
      receivables. Bad debts are written off when identified. Asian Point and Best
      Allied extend 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. They do 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.





23




*Recently
      Issued Accounting Pronouncements*





In
      September 2006, the FASB issued SFAS No. 157, “ *Fair
      Value Measurements* ”,
      which
      defines fair value, provides a framework for measuring fair value, and expands
      the disclosures required for fair value measurements. SFAS No.157 applies to
      other accounting pronouncements that require fair value measurements and does
      not require any new fair value measurements. SFAS No. 157 is effective for
      fiscal years beginning after November 15, 2007. Subsequently 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, except those that are recognized or disclosed
      at
      fair value in the financial statements on a recurring basis. Management does
      not
      expect the adoption of SFAS No. 157, FSP FAS 157-1 and FSP FAS 157-2 will
      have a material impact on the Group’s consolidated financial statements.





In
      February 2007, the FASB issued SFAS No.159, “ *The
      Fair Value Option for Financial Assets and Financial Liabilities - Including
      an
      Amendment of FASB Statement No. 115* ”.
      SFAS
      No. 159 permits companies to measure certain financial instruments and
      certain other items at fair value. It requires that unrealized gains and losses
      on items for which the fair value option has been elected be reported in
      earnings. SFAS No. 159 is effective for fiscal years beginning after
      November 30, 2007. Management does not expect the adoption of SFAS
      No. 159 will have a material impact on the Group’s 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 a 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. Management will continue to evaluate the application of
      SFAS
      No. 160 on the Group’s consolidated financial statements, and does not
      currently expect the adoption of SFAS No. 160 will have a material impact
      on the Group’s consolidated financial statements.




**Basis
      of Presentation**





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





***Liquidity
      and Capital Resources***





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





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





24




***Results
      of Operations*** ******





***Comparison
      of Results of Operations for the Fiscal Years Ended March 31, 2008 and
      2007***





***Revenues***





Our
      revenues increased by $2,811,731, or 18.95%, from $14,840,870 in the fiscal
      year
      ended March 31, 2007 to $17,652,601 in the fiscal year ended March 31,
      2008. The increase was mainly attributable to the growth in sales volume, which
      resulted from an increase in our customer base and an increase in our product
      types in the fiscal year ended March 31, 2008 when compared to 2007.





***Cost
      of Revenues***





For
      the
      fiscal year ended March 31, 2008, our total cost of revenues increased by
      $2,620,974, or 21.81%, to $14,638,853 from $12,017,879 for the fiscal year
      ended
      March 31, 2007. This increase was primarily due to more revenue amount
      recorded.





***Gross
      Profit***





Our
      gross
      profit amount increased by $190,757, or 6.76%, from $2,822,991 for the fiscal
      year ended March 31, 2007 to $3,013,748 for the fiscal year ended March 31,
      2008. The increase was due to increases in revenues amount. Gross profit
      percentage recorded 17.07% and 19.02% for the years ended March 31, 2008 and
      2007, respectively. The decreased gross profit percentage was mainly due to
      the
      change in sales mix, in which more lower margin products were manufactured
      and
      sold for the fiscal year ended March 31, 2008 than for the same period of
      2007.




***Operating
      Expenses***





Our
      total
      operating expenses (selling, general & administrative expenses (SG&A))
      for the fiscal year ended March 31, 2008 increased by $95,675 or 6.52%, to
      $1,564,142 from $1,468,467 for the fiscal year ended 2007. These increases
      were
      primarily contributed by the increase in staff related costs, freight and
      delivery charges, and other selling and general administrative
      expenses.





***Other
      Income***





Our
      other
      income, mainly consisting of commission and handling income, for the fiscal
      years ended March 31, 2008 and 2007 were $151,677 and $282,013, respectively.
      This decrease was primarily due to the decrease in provision of handling
      services.





***Income
      from Operations***





Our
      income from operations for the fiscal years ended March 31, 2008 and 2007 were
      $1,601,283 and $1,636,537, respectively. These decreases were primarily due
      to
      the decrease in other income and higher operating expenses.





***Other
      non-operating income***





Other
      non-operating income of $50,569 for the year ended March 31, 2007 represented
      gain on disposal of property and equipment. There was no other non-operating
      income for the year ended March 31, 2008.





***Depreciation***





Depreciation
      expense for office units, machinery, furniture equipment and motor vehicles,
      decreased for the fiscal year period ended March 31, 2008 to $140,611, from
      $142,209 for the same period in 2007. This decrease in depreciation expense
      was
      mainly due to the fact that more fixed assets had been fully depreciated for
      the
      fiscal year ended March 31, 2008 when compared to that for 2007.





25




***Interest
      Expense***





Interest
      expense, net, increased for the fiscal year ended March 31, 2008 to $100,859
      from $86,120 for the fiscal year ended March 31, 2007. This increase was due
      to
      the increase in average bank borrowing balances.





***Net
      Income***





We
      had
      net income of $1,500,424 for the fiscal year ended March 31, 2008 as compared
      to
      net income of $1,579,341 for the fiscal year ended March 31, 2007. The decrease
      was due to a decrease in income from operations and other non-operating
      income.





***Accounts
      Receivable***





Accounts
      receivable which typically operates at one to two-month cycle, increased from
      674,580 as of March 31, 2007 to 2,464,437 as of March 31, 2008. This increase
      was primarily due to an increase in revenues.





***Current
      Liabilities***





Total
      current liabilities, consisting of accounts payable, bank and other borrowings,
      amounts due to related parties and accrued expenses and other liabilities,
      increased from $1,240,235 as of March 31, 2007 to $2,168,914 as of March 31,
      2008. This increase was primarily contributed by the increase in accounts
      payable and bank borrowings.





***Accounts
      Payable***





Accounts
      payable, which typically operates on a two to three-week cycle, increased from
      $277,574 as of March 31, 2007 to $607,235 as of March 31, 2008. The increase
      was
      mainly due to the increase in inventory level as of March 31, 2008.





***Bank
      and Other Borrowings***





Bank
      and
      other borrowing, which consist of bank overdrafts, short-term loans, other
      borrowings, long-term bank loans, increased from $583,983 as of March 31, 2007
      to $1,279,745 as of March 31, 2008. This increase was primarily due to an
      increase in borrowings from banks as a result of the business
      expansion.





***Banking
      Facilities:***





At
      March
      31, 2008, our banking facilities consisting of bank loans and other credit
      facilities were $3,031,626, of which $1,279,745 has been drawn down and
      $1,751,882 remains available. Bank loans were $87,336 at March 31, 2008, of
      which the full amount has been drawn down. Other credit facilities were
      $2,944,290 at March 31, 2008, of which $1,192,409 has been drawn down and
      $1,751,882 remains available. Below is a summary of Best Allied and Asian
      Point’s banking facilities.





Overdraft
      facility of $192,753 and revolving trading facility of $1,683,372 between Best
      Allied and Shanghai Commercial Bank Ltd. This agreement was signed on February
      7, 2005. The overdraft facility has an interest rate 1% above prime, while
      the
      trading facility has an interest rate 0.5% above prime. Both credit facilities
      are guaranteed by Ms. Lam Siu Kuen. As of March 31, 2008 $617,652 has been
      drawn
      down and $1,258,473 remains available.





Revolving
      trading facility of $565,407 between Asian Point and ICBC Asia. 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 0.5%. The revolving
      trading facility is guaranteed by the personal assets of Mr. Roger K. W. Fan
      and
      Ms. Mei Ling Szeto. As of March 31, 2008 $560,305 has been drawn down and $5,102
      remains available.





26




***Amounts
      Due to Related Parties***





Amounts
      due to related parties decreased from $68,330 as of March 31, 2007 to $0.00
      as
      of March 31, 2008. The former balance represented the expenses paid by the
      chief
      executive officer on behalf of the Company, as well as represented a payable
      for
      the management consultancy services rendered by Yin Kee Weaving Factory Limited,
      which is owned and operated by Mr. Roger K.W. Fan, our Chief Executive Officer
      and Chairman. The balance of the amounts due to related parties was interest
      free, had no fixed date of repayment and was successfully paid in full as of
      March 31, 2008.




***Accrued
      Expenses and Other Liabilities***





Accrued
      expenses decreased from $310,348 as of March 31, 2007 to $281,934 as of March
      31, 2008. Accrued expenses consist of legal and professional fees, accrued
      staff
      related costs and other accruals and liabilities. Legal and professional fees
      increased from $4,477 as of March 31, 2007 to $88,944 as of March 31, 2008.
      Accrued and staff related costs decreased from $122,042 as of March 31, 2007
      to
      $94,322 as of March 31, 2008. Other accruals and liabilities decreased from
      $183,829 as of March 31, 2007 to $98,668 as of March 31, 2008. Other accruals
      and liabilities consist of payables on general administrative and selling
      expenses and the increase from fiscal 2007 to 2008 was primarily due to the
      differences on timing for balance payments.





**Liquidity
      and Capital Resources**





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





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





***Comparison
      of Liquidity for the Fiscal Years Ended March 31, 2008 and
      2007***





Net
      used
      in operating activities totaled $517,578 for the year ended March 31, 2008,
      which was a decrease from the net cash provided by operating activities, which
      totaled $1,335,719 for the year ended March 31, 2007. This change is primarily
      attributable to an increase in accounts receivable balance and inventory level,
      but offset in part by an increase in accounts payable.





Net
      cash
      used in investing activities totaled $12,555 for the year ended March 31, 2008,
      which was a decrease from the net cash provided by investing activities of
      $1,011,147 for the year ended March 31, 2007. The difference is due to no sale
      proceeds on disposal of machinery for the year ended March 31, 2008 as compared
      to 2007.




Net
      cash
      provided by financing activities totaled $685,382 for year ended March 31,
      2008,
      as compared to $2,242,005 used in financing activities for the year ended March
      31, 2007. The change from net cash used in to net cash provided by financing
      activities for the year ended March 31, 2007 was due to a net proceeds from
      bank
      borrowings of $677,524 for the year ended March 31, 2008 whereas there was
      a net
      repayment of bank borrowings of $725,432 for the year ended March 31, 2008.
      In
      addition, no dividend was paid for the year ended March 31, 2008 whereas we
      paid
      dividend of $1,516,573 for the year ended March 31, 2007.





**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.





**RISKS
      ASSOCIATED WITH OUR BUSINESS**





In
      addition to the other information in this Annual Report, the following risks
      should be considered carefully in evaluating our business and prospects:





27




**Risks
      Relating to Our Company**





***We
      have a limited operating history which may not be an indicator of our future
      results.***





As
      a
      result of our limited operating history, our plan for rapid growth, and the
      increasingly competitive nature of the markets in which we operate, our
      historical financial data is of limited use in evaluating our future revenue
      and
      operating expenses. Our planned expense levels will be based in part on
      expectations concerning future revenue, which is difficult to forecast
      accurately based on current plans of expansion and growth. We may be unable
      to
      adjust spending in a timely manner to compensate for any unexpected shortfall
      in
      revenue. Further, general and administrative expenses may increase significantly
      as we expand operations. To the extent that these expenses are incurred before,
      or are not rapidly followed by, a corresponding increase in revenue, our
      business, operating results, and financial condition could suffer.





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





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





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





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





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





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





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





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





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





Asian
      Point’s largest customers accounted for 29.16% of its net sales in fiscal 2008
      We do not have long-term contracts with any customers, and sales to customers
      generally occur on an order-by-order basis that may be subject to cancellation
      or rescheduling by the customer. A decision by our major customers to decrease
      the amount of merchandise purchased from us, to increase the use of their own
      private label brands or to change the manner of doing business with us could
      reduce our revenues and materially adversely affect our results of
      operations.





28




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





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





***We
      are dependent upon outside suppliers.***





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





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





***We
      are subject to the risks of doing business abroad.***





All
      of
      our operations are located in China and Hong Kong and are subject to the usual
      risks of doing business abroad, including currency fluctuations, political
      or
      labor instability and potential import restrictions, duties and tariffs. We
      do
      not maintain insurance for the potential lost profits due to disruptions of
      our
      factories. Because our products are produced abroad, political or economic
      instability in the People’s Republic of China, or China or the PRC, or elsewhere
      could cause substantial disruption in our business. This could materially
      adversely affect our financial condition and results of operations. Heightened
      terrorism security concerns could subject exported goods to additional, more
      frequent or more thorough inspections. This could delay deliveries or increase
      costs, which could adversely impact our results of operations. In addition,
      since we negotiate our purchase orders with customers in United States dollars,
      the value of the United States dollar against local currencies could impact
      our
      cost in dollars of production from these manufacturers. We are not currently
      engaged in any hedging activities to protect against these currency risks.
      If
      there is downward pressure on the value of the dollar, our customers’ purchase
      prices for our products could increase. We may not be able to offset an increase
      in production costs with a price increase to our customers.





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





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





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





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





29




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





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





***If
      we lose the services of our key personnel, our business will be
      harmed.***





Our
      future success depends on our executive officers. Our executive officers have
      substantial experience and expertise in our business and the loss of the
      services of any or all of our executives and any negative market or industry
      perception arising from the loss of their services could have a material adverse
      effect on us.





***We
      may need additional financing to continue to grow.***





The
      continued growth of our business depends on our access to sufficient funds
      to
      support our growth. Our growth is dependent on our ability to extend and
      increase the line of credit and may be dependent on our ability to refinance
      the
      term loan if we do not generate sufficient cash to make the payments due under
      the term loan. If we are unable to refinance our debt, we cannot be sure we
      will
      be able to secure alternative financing on satisfactory terms or at all. At
      March
      31, 2008,
      our banking facilities consisting of bank loans and other credit facilities
      were $3,031,626, of which $1,279,745 has
      been
      drawn down and $1,751,882 remains
      available. Our banking facilities are personally guaranteed by Mr. Roger K.W.
      Fan, our Chief Executive Officer, President and Chairman, and Ms. Mei Ling
      Szeto, our Secretary.





***We
      are dependent on sales during the certain of months each year for the
      substantial majority of our net sales and net income.***





Retail
      sales of our denim products have traditionally been seasonal in nature. As
      a
      result, we are dependent on our sales certain months each of year for the
      substantial majority of our net sales and net income. Asian Point’s net sales
      for the month of March 2008 accounted for approximately 19.03% in fiscal 2008.
      Any difficulties we may encounter during this period as a result of weather
      or
      disruption of manufacturing or transportation of our products will have a
      magnified effect on our net sales and net income for the year. In addition,
      because of the large amount of outerwear we sell, unusually warm weather
      conditions during the peak fall selling season could have a material adverse
      effect on our results of operations.





**Synthetic
      fibers have grown in popularity during the last couple of years which could
      have
      an adverse affect on the demand for our products.**





Synthetic fiber
      fabrics, particularly polyester and polyester blends, have grown in popularity
      during the past years. . The growth in demand for polyester is partly due to
      the
      technical improvements achieved over the last few years, particularly in respect
      of moisture absorption.





In
      addition, innovative new fibers and fabrics have increased demand in many
      different areas. The successful fabrics which appear to have answered the needs
      of consumers include the wrinkle-free, water-resistant, more washable,
      soft-stretch fabrics and environmental friendly. For example, cellulosic fibers,
      including viscose, lyocell and acetate, have gained greater popularity. Also,
      microfibers have been getting more and more attention. The major benefits of
      textile products made of microfibers are its light in weight and superior
      performance in keeping warm. In the field of furnishings, microfibers are more
      often used in the area of decorative fabrics and drapery.





30




If
      consumers increase their purchase of garments made from synthetic fibers as
      compared to garments made of cotton fibers, our business could be adversely
      affected.





**Risk
      Factors Relating to the Apparel Industry**





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





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





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





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





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





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





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





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





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





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





31





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





**Risks
      Relating to Ownership of Our Common Stock**





***There
      is no active market for our common stock. One may never develop or if developed,
      be sustained and you could lose your investment in our common stock.***





Currently,
      there is no active trading market for our common stock. Following the
      effectiveness of this registration statement, we intend to request that a
      broker-dealer/market maker submit an application to make a market for our common
      stock shares on the OTC Bulletin Board. There can be no assurance, however,
      that
      the application will be accepted or that any trading market will ever develop
      or
      be maintained on the OTC Bulletin Board, pink sheets or any other recognized
      trading market or exchange. Any trading market that may develop in the future
      for our common stock will most likely be very volatile, and numerous factors
      beyond our control may have a significant effect on the market. Only companies
      that report their current financial information to the SEC may have their
      securities included on the OTC Bulletin Board. Therefore, only upon the
      effective date of this registration statement will our commons tock become
      eligible to be quoted on the OTC Bulletin Board. In the event that we lose
      our
      status as a "reporting issuer," any future quotation of our common stock on
      the
      OTC Bulletin Board may be jeopardized.





***Our
      executive officers are in a position to substantially control matters requiring
      a stockholder vote.***





As
      of the
      date of this Annual Report, our executive officers beneficially owned an
      aggregate of approximately 88.34% of our outstanding common stock. As a result,
      if they vote together, they may have the ability to control the outcome on
      all
      matters requiring stockholder approval including, but not limited to, the
      election of directors and any merger, consolidation or sale of all or
      substantially all of our assets. They also have the ability to control our
      management and affairs.





***The
      failure to comply with the internal control evaluation and certification
      requirements of Section 404 of Sarbanes-Oxley Act could harm our operations
      and
      our ability to comply with our periodic reporting
      obligations.***





We
      are in
      the process of determining whether our existing internal controls over financial
      reporting systems are compliant with Section 404. This process may divert
      internal resources and will take a significant amount of time, effort and
      expense to complete. If it is determined that we are not in compliance with
      Section 404, we may be required to implement new internal control procedures
      and
      reevaluate our financial reporting. We may experience higher than anticipated
      operating expenses as well as outside auditor fees during the implementation
      of
      these changes and thereafter. Further, we may need to hire additional qualified
      personnel in order for us to be compliant with Section 404. If we are unable
      to
      implement these changes effectively or efficiently, it could harm our
      operations, financial reporting or financial results and could result in our
      being unable to obtain an unqualified report on internal controls from our
      independent auditors, which could adversely affect our ability to comply with
      our periodic reporting obligations under the Securities Exchange Act of 1934,
      as
      amended, or Exchange Act, and the rules of the Nasdaq Global
      Market.





***Our
      common stock is subject to the "Penny Stock" rules of the SEC and the trading
      market in our securities is limited, which makes transactions in our stock
      cumbersome and may reduce the value of an investment in our
      stock.***





32




The
      Securities and Exchange Commission has adopted Rule 15g-9 which establishes
      the
      definition of a "penny stock," for the purposes relevant to us, as any equity
      security that has a market price of less than $5.00 per share or with an
      exercise price of less than $5.00 per share, subject to certain exceptions.
      For
      any transaction involving a penny stock, unless exempt, the rules
      require:





·
            that
                a broker or dealer approve a person's account for transactions in
                penny
                stocks; and





·
            the
                broker or dealer receives from the investor a written agreement to
                the
                transaction, setting forth the identity and quantity of the penny
                stock to
                be purchased.




In
      order
      to approve a person's account for transactions in penny stocks, the broker
      or
      dealer must:




·
            obtain
                financial information and investment experience objectives of the
                person;
                and





·
            make
                a reasonable determination that the transactions in penny stocks
                are
                suitable for that person and the person has sufficient knowledge
                and
                experience in financial matters to be capable of evaluating the risks
                of
                transactions in penny stocks.





The
      broker or dealer must also deliver, prior to any transaction in a penny stock, a
      disclosure schedule prescribed by the Commission relating to the penny stock
      market, which, in highlight form:





·
            sets
                forth the basis on which the broker or dealer made the suitability
                determination; and





·
            that
                the broker or dealer received a signed, written agreement from the
                investor prior to the transaction.





Generally,
      brokers may be less willing to execute transactions in securities subject to
      the
      "penny stock" rules. This may make it more difficult for investors to dispose
      of
      our common stock and cause a decline in the market value of our
      stock.





Disclosure
      also has to be made about the risks of investing in penny stocks in both public
      offerings and in secondary trading and about the commissions payable to both
      the
      broker-dealer and the registered representative, current quotations for the
      securities and the rights and remedies available to an investor in cases of
      fraud in penny stock transactions. Finally, monthly statements have to be sent
      disclosing recent price information for the penny stock held in the account
      and
      information on the limited market in penny stocks.





**Item
      7. Financial Statements.**





The
      Company’s audited financial statements for the years ended March 31, 2008 and
      2007 and the notes thereto follow the signature page of this Annual Report
      on
      Form 10-KSB.





**Item
      8. Changes in and Disagreements with Accountants on Accounting and Financial
      Disclosure.**





Effective
      as of October 25, 2007, the Company dismissed Conner & Associates, PC
      (“Conner”) as its independent accountants. Conner had previously been engaged as
      the principal accountant to audit Freedom 3’s financial statements. The reason
      for the dismissal of Conner is that, upon the consummation of the transaction
      on
      October 25, 2007, (i) the former stockholders of SWL owned a majority of the
      outstanding shares of the Company’s common stock and (ii) Freedom 3’s primary
      business unit became the business previously conducted by SWL. It was more
      practical that SWL’s independent auditors be engaged, going
      forward.





The
      decision to change accountants was approved by the Company’s board of directors
      on October 25, 2007.





The
      report of Conner on Freedom 3’s financial statements for the period from June
      27, 2006 (inception) to June 30, 2006 contained an adverse opinion or disclaimer
      of opinion and was qualified or modified as to uncertainty, audit scope or
      accounting principles. Their report contained a going concern opinion on the
      financial statements as of June 30, 2006 because Freedom 3 was a “blank check”
company with no assets and the sole stockholder of Freedom 3 was not legally
      obligated to fund the activities of the company.





33




From
      June
      27, 2006 through October 25, 2007, there were no disagreements between Freedom
      3
      and Conner on any matter of accounting principles or practices, financial
      statement disclosure, or auditing scope or procedure which, if not resolved
      to
      the satisfaction of Conner, would have caused it to make reference to the matter
      in connection with the firm’s reports.





The
      Company made the contents of this Current Report on Form 8-K available to Conner
      & requested it to furnish a letter addressed to the SEC as to whether it
      agrees or disagrees with, or wishes to clarify our expression of our views,
      or
      wished to provide any additional information. A copy of Conner’s letter to the
      SEC is included as Exhibit 16.1 to this Registration Statement.





On
      October 25, 2007, the Company engaged Dominic K.F. Chan & Co (“Dominic”) as
      its new, independent registered public accounting firm. The appointment of
      Dominic was approved by our board of directors. During our two most recent
      fiscal years and the subsequent interim periods through December 31, 2007,
      SWL
      did not consult Dominic regarding either: (i) the application of accounting
      principles to a specific completed or contemplated transaction, or the type
      of
      audit opinion that might be rendered on our financial statements; or (ii) any
      matter that was the subject of a disagreement as defined in Item 304(a)(1)(iv)
      of Regulation S-B.





Prior
      to
      engaging Dominic, the Company had not consulted Dominic regarding the
      application of accounting principles to any specified transaction, completed
      or
      proposed, or the type of audit opinion that might be rendered on the Company’s
      financial statements.





**Item
      8A(T). Controls and Procedures**





The
      Company’s management is responsible for establishing and maintaining a system of
      disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e)
      under the Exchange Act) that is designed to ensure that information required
      to
      be disclosed by the Company in the reports that the Company files or submits
      under the Exchange Act is recorded, processed, summarized and reported, within
      the time periods specified in the 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 Exchange Act is accumulated and
      communicated to the issuer’s management, including its principal executive
      officer or officers and principal financial officer or officers, or persons
      performing similar functions, as appropriate to allow timely decisions regarding
      required disclosure.





As
      required by Form 10K and in accordance with Exchange Act Rules 13a-15 and
      15d-15, we are 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 covered by this Annual Report. Due to our limited
      resources, we were not able to perform such an evaluation. Notwithstanding,
      the
      Company’s Principal Executive Officer and Principal Financial Officer believe
      that the Company’s disclosure controls and procedures are effective to provide
      reasonable assurance that information required to be disclosed in the Company’s
      reports filed or submitted under the Exchange Act is recorded, processed,
      summarized, and reported within the time periods specified in the Commission’s
      rules and forms. There have been no changes to the Company’s internal controls
      over financial reporting that occurred during our last fiscal quarter of the
      year ended March 31, 2008, that materially affected, or were reasonably likely
      to materially affect, our internal controls over financial
      reporting.





REPORT
      OF
      MANAGEMENT ON INTERNAL CONTROL OVER FINANCIAL REPORTING




Our
      management is responsible for establishing and maintaining adequate internal
      control over financial reporting for the company. Internal control over
      financial reporting is a process to provide reasonable assurance regarding
      the
      reliability of our financial reporting for external purposes in accordance
      with
      accounting principles generally accepted in the United States of America.
      Internal control over financial reporting includes maintaining records that
      in
      reasonable detail accurately and fairly reflect our transactions; providing
      reasonable assurance that transactions are recorded as necessary for preparation
      of our financial statements; providing reasonable assurance that receipts and
      expenditures of company assets are made in accordance with management
      authorization; and providing reasonable assurance that unauthorized acquisition,
      use or disposition of company assets that could have a material effect on our
      financial statements would be prevented or detected on a timely basis. Because
      of its inherent limitations, internal control over financial reporting is not
      intended to provide absolute assurance that a misstatement of our financial
      statements would be prevented or detected.




34


Although
      management did not conduct an evaluation of the effectiveness of our internal
      control over financial reporting based on the framework in Internal Control
      -
      Integrated Framework issued by the Committee of Sponsoring Organizations of
      the
      Treadway Commission, it has concluded that notwithstanding the foregoing, the
      Company’s internal controls over financial reporting are effective, and no
      material weaknesses in financial reporting have been discovered upon our
      year-end evaluation. As noted in this Annual Report, we have limited resources
      available. As we obtain additional funding and employ additional personnel,
      we
      will implement programs to ensure the proper segregation of duties and reporting
      channels.





This
      Form
      10-KSB 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 SEC that permit the
      Company to provide only management’s report in this annual report.




**Item
      8B. Other Information.**





None





**PART
      III**





**Item
      9. Directors, Executive Officers, Promoters, Control Persons and Corporate
      Governance; Compliance with Section 16(a) of the Exchange
      Act.**




**DIRECTORS,
      EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS**




The
      following table sets forth the respective names, ages and positions of our
      directors and executive officers as well as the year that each of them commenced
      serving as a director with SWL. All of the directors identified below were
      elected to the Board of Directors of the Company immediately after the
      consummation of the exchange on October 25, 2007, or the Effective Date, and
      their terms will run until our annual meeting of stockholders in
      2008.


**Person
                  and Position:**
              
              **Age:**
              
              **SWL
                  Director Since:**Roger
                  Kwok Wing Fan
                *—
                  Chief Executive Officer and Chairman*
              
              47
              
              July
                  1999Tony
                  Ka Kin Chui
                *—
                  Chief Financial Officer*
              
              53
              
              —Hung
                  Man To
                *—
                  Operation Director and Director*
              
              47
              
              February
                  2007Mei
                  Ling Szeto
                *—Secretary*
              
              45
              
              —





**Management
      and Director Biographies**





**Roger
      K. W. Fan**


**Chief
      Executive Officer, President and Chairman**





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




35





**Tony
      Ka Kin Chui**


**Chief
      Financial Officer**





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





**Hung
      Man To**


**Operation
      Director and Director**





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





**Mei
      Ling Szeto**


**Secretary**





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





**Family
      Relationships amongst Directors and Officers:**





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





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





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





Item
      405
      of Regulation S-B requires every small business issuer that has a class of
      equity securities registered pursuant to Section 12 of the Exchange Act to
      identify each person who, at any time during the fiscal year, was a director,
      officer or beneficial owner of more than 10 percent of any class of equity
      securities registered pursuant to Section 12 of the Exchange Act that failed
      to
      file on a timely basis, as disclosed in the above forms as well as other
      information.





The
      Company believes that no person who, at any time during such fiscal year, was
      a
      director, officer or beneficial owner of more than 10% of the Company’s common
      stock failed to comply with all Section 16(a) filing requirements during such
      fiscal year.




***Code
      of Ethics***





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





**Item
      10. Executive Compensation.**





The
      following table sets forth information regarding the compensation paid to our
      “named executive officers” as defined in Rule 402(a)(2) under Regulation S-B.
      Compensation accrued during one year and paid in another is recorded under
      the
      year of accrual.




36




**DIRECTOR
      AND OFFICER COMPENSATION**





The
      table
      below summarizes the compensation received by our Named Executive Officers
      in
      the last two fiscal years. We have also included compensation received by Mr.
      Fan, our current Chief Executive Officer and Chairman, received by SWL in the
      last two fiscal years.





**SUMMARY
      COMPENSATION TABLE** ****


**Name and**
              **Principal**
              **Position**
            
            **Year**
            
            **Salary**
            
            **Bonus**
            
            **Stock**
              **Awards**
            
            **Option**
              **Awards**
            
            **Non-Equity**
              **Plan**
              **Compensation**
            
            **Non-Equity**
              **Incentive Plan**
              **Compensation**
            
            **Non Qualified**
              **Compensation**
              **Earnings**
            
            **All Other**
              **Compensation**
            
            **Total**Virginia K. Sourlis
            
            
            2008
            
            $
            0
            
            $
            0
            
            $
            0
            
            $
            0
            
            $
            0
            
            $
            0
            
            $
            0
            
            $
            0
            
            $
            0—President
                and sole Director (1)
            
            
            2007
            
            $
            0
            
            $
            0
            
            $
            0
            
            $
            0
            
            $
            0
            
            $
            0
            
            $
            0
            
            $
            0
            
            $
            0Mr.
                Roger K. W. Fan
            
            
            2008
            
            $
            38,470
            
            $
            0
            
            $
            0
            
            $
            0
            
            $
            0
            
            $
            0
            
            $
            0
            
            $
            0
            
            $
            38,470—Chief
                Executive, President and Officer and Chairman(2)
            
            
            2007
            
            $
            37,844
            
            $
            0
            
            $
            0
            
            $
            0
            
            $
            0
            
            $
            0
            
            $
            0
            
            $
            46,073
            (3)
            $
            83,917




(1)
      Ms.
      Sourlis served as the President and sole Director of Freedom 3, Inc. from its
      inception until the consummation of the Share Exchange Agreement with SWL on
      October 25, 2007.


(2)
      Mr.
      Fan has been serving as the Chief Executive Officer and Chairman of SWW since
      the consummation of the Share Exchange Agreement between Freedom and SWL on
      October 25, 2007 and as President of our company and SWL since May 20,
      2008.


(3)
      Consists of $46,073 and $0 as of March 31, 2007 and 2008, respectively,
      represented a payable for the management consultancy services rendered by Yin
      Kee Weaving Factory Limited, which is owned and operated by Mr. Roger K.W.
      Fan,
      our Chief Executive Officer and Chairman. The balance of the amounts due to
      related parties was interest free and had no fixed date of repayment. There
      is
      currently no consulting agreement between the Company and Yin Kee Weaving
      Factory Limited.




**Management
      Compensation**





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





**Stock
      Option Grants**





No
      stock
      options or stock appreciation rights under any stock incentive plans or
      otherwise were granted to our executive officers and directors since our
      inception.





**Director
      Compensation**





The
      Company currently does not pay any cash fees to directors, but we pay directors'
      expenses in attending board meetings. During the year ended December 31, 2006,
      no director expenses were reimbursed.





**Employment
      Agreements**





On
      March
      31, 2005, Asian Point entered into a Consultant Agreement with Yin Kee Weaving
      Factory Limited, or Yin Kee, a company owned and operated by Roger K.W., Fan,
      our Chief Executive Officer and Chairman. The term of the consulting agreement
      is from April 1, 2005 to March 31, 2006 during which Yin Kee provided management
      services, merchandise consultancy services and quality checking and approval
      services in consideration for $113,135.




37





On
      March
      31, 2006, Asian Point entered into a Consultant Agreement with Yin Kee Weaving
      Factory Limited, or Yin Kee, a company owned and operated by Roger K.W., Fan,
      our Chief Executive Officer and Chairman. The term of the consulting agreement
      is from April 1, 2006 to March 31, 2007 during which Yin Kee provided management
      services, merchandise consultancy services and quality checking and approval
      services in consideration for $45,073.





There
      is
      currently no consulting agreement between the Company and Yin Kee Weaving
      Factory Limited and we are not a party to any employment agreements. We do
      not
      have a 401(k) plan nor a retirement, pension, or profit





Our
      directors are appointed for a one-year term to hold office until the next annual
      general meeting of our stockholders or until removed from office in accordance
      with our bylaws. Our officers are appointed by our Board of Directors and hold
      office until removed by the Board.





**Significant
      Employees**





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





**Committees
      of the Board of Directors**





Our
      audit
      committee presently consists of our directors. Our board does not have
      compensation, governance, nominating or executive committees or any other
      committees. Our entire board serves in such capacities until




**Indemnity**





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





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





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





**Item
      11. Security Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters.**




**SECURITY
      OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT**




The
      following table sets forth certain information as of June 30, 2008, regarding
      the beneficial ownership of our common stock As of the date of this Annual
      Report by (i) each Named Executive Officer, (ii) each member of our Board of
      Directors, (iii) each person deemed to be the beneficial owner of more than
      five
      percent (5%) of any class of our common stock, and (iv) all of our executive
      officers and directors as a group. Unless otherwise indicated, each person
      named
      in the following table is assumed to have sole voting power and investment
      power
      with respect to all shares of our common stock listed as owned by such person.
      Unless otherwise noted, the address for each reporting person below is c/o
      Sound
      Worldwide Holdings, Inc., Superluck Industrial Centre, Flat K, 13/F (Phase
      2),
      57 Sha Tsui Road, Tsuen Wan, N.T. Hong Kong, China.




38




**Name and Address**
              **of Beneficial Holder**
            
            **Shares of**
              **Common Stock**
            
            **Percentage of**
              **Common Stock (1)**Roger Kwok
                Wing Fan
              *—
                Chief Executive Officer and Chairman*
            
            
            11,261,250
            
            
            80.81
            %Tony
                Ka Kin Chui
              *—
                Chief Financial Officer*
            
            
            1,750
            
            
            *Hung
                Man To
              *—
                Operation Director and Director*
            
            
            43,050
            
            
            *Mei
                Ling Szeto
              *—Secretary*
            
            
            0
            
            
            —Virginia
                K. Sourlis (2)
              —Former
                Principal Executive Officer and Sole Director
            
            
            300,000
            
            
            2.15
            %All
                executive officers and directors as a group (5 persons)
            
            
            11,606,050
            
            
            83.28
            %


*
      Represents less than 1%.





(1)
            Applicable
                percentage of ownership is based on 13,936,250 shares of common stock
                issued and outstanding. Pursuant to Rule 13d-3 promulgated under
                the
                Exchange Act, any securities not outstanding which are subject to
                warrants, rights or conversion privileges exercisable within 60 days
                are
                deemed to be outstanding for purposes of computing the percentage
                of
                outstanding securities of the class owned by such person but are
                not
                deemed to be outstanding for the purposes of computing the percentage
                of
                any other person.(2)
            Ms.
                Sourlis served as the President and sole Director of Freedom 3 from
                its
                inception until the consummation of the Exchange Agreement with Sound
                Worldwide Ltd. on October 25,
                2007.


39


**Item
      12. Certain Relationships and Related Transactions, and Director
      Independence**





**CERTAIN
      RELATIONSHIPS AND RELATED TRANSACTIONS**  **AND
      CORPORATE GOVERNANCE**





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




·
              In
                  2006, SWL paid management consultancy service fees of $113,922
                  to Yin Kee
                  Weaving Factory Limited, which is owned and operated by Mr. Roger
                  K.W.
                  Fan, our Chief Executive Officer and Chairman. The agreement, which
                  was
                  for management service, merchandising consultancy and quality checking
                  & approval, was made between Yin Kee Weaving Factory Limited and
                  Asian
                  Point. The agreement dated March 31, 2005 covered the periods from
                  April
                  1, 2006 to March 31, 2007.




·
              In
                  2007, SWL paid management consultancy service fees of $46,073 to
                  Yin Kee
                  Weaving Factory Limited, which is owned and operated by Mr. Roger
                  K.W.
                  Fan, our Chief Executive Officer and Chairman. The agreement, which
                  was
                  for management service, merchandising consultancy and quality checking
                  & approval, was made between Yin Kee Weaving Factory Limited and
                  Asian
                  Point. The agreement dated March 31, 2006 covered the periods from
                  April
                  1, 2006 to March 31, 2007.




·
              At
                  March 31, 2006, $739,848 was due to Mr. Roger K.W. Fan, our Chief
                  Executive Officer. This amount represented expenses paid by Mr.
                  Roger K.W.
                  Fan on SWL behalf. This amount was treated as an interest free
                  loan with
                  no fixed date of repayment between Mr. Roger K.W. Fan, the lender,
                  and
                  SWL, the borrower. At March 31, 2007, the amount due to Mr. Roger
                  K.W. Fan
                  decrease from $739,848 to $22,257. As of September 30, 2007 the
                  loan has
                  been completely repaid, with $0 due to Mr. Roger K.W.
                  Fan.





**Director
      Independence**




None
      of
      our directors are deemed to be independent.




**Item
      13. Exhibits and Reports on Form 8-K**





(a)  The
      following exhibits required by Item 601 of Regulation S-B are filed with this
      Registration Statement.





**Exhibit**
              **Number**
            
            **Description of Exhibits**3.1
            
            Certificate
                of Incorporation of Freedom 3, Inc. (1)3.1.1
            
            Amendment
                to the Certificate of Incorporation of Freedom 3, Inc., dated October
                25,
                2007 (2)3.2
            
            Bylaws
                (1)4.1
            
            Form
                of Common Stock Certificate (3)10.1
            
            Share
                Exchange Agreement, dated October 25, 2007, between Freedom 3, Inc.
                and
                Sound Worldwide Limited (2)10.2
            
            Banking
                Facilities of Asian Point Investment Limited (3)10.3
            
            Management
                Agreement, dated March 31, 2005, between Asian Point Investment Limited
                and Yin Kee Weaving Factory Ltd. (3)10.4
            
            Management
                Agreement, dated March 31, 2006, between Asian Point Investment Limited
                and Yin Kee Weaving Factory Ltd.
                (3)




40




10.5
            
            Share
                Purchase and Exchange Agreement, dated May 27, 2008, among Sound
                Worldwide
                Holdings, Inc., Sound Worldwide Limited, Best Allied Industrial Limited
                and Ms. Ivy S.K. Lam (5)10.6
            
            Settlement
                Agreement and Release, dated May 27, 2008, by Sound Worldwide Holdings,
                Inc. and Ms. Ivy S.K. Lam (5)14.1
            
            Code
                of Ethics14.2
            
            Code
                of Business Conduct16.1
            
            Letter
                from Conner & Associates, PC, dated October 25, 2007
                (4)23.1
            
            Consent
                of Dominic K. F. Chan & Co., Certified Public Accountants31.1
            
            Certification
                of the Company’s Principal Executive Officer pursuant to Section 302 of
                Sarbanes Oxley Act of 2002, with respect to the registrant’s Annual Report
                on Form 10-KSB for the year ended March 31, 200831.2
            
            Certification
                of the Company’s Principal Financial Officer pursuant to Section 302 of
                Sarbanes Oxley Act of 2002, with respect to the registrant’s Annual Report
                on Form 10-KSB for the year ended March 31, 200832.1
            
            Certification
                of the Company’s Principal Executive Officer pursuant to 18 U.S.C. Section
                1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act
                of
                200232.2
            
            Certification
                of the Company’s Principal Financial Officer pursuant to 18 U.S.C. Section
                1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act
                of
                2002






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


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


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


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


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




(b)
            Reports
                on Form 8-K.None





**Item
      14. Principal Accountant Fees and Services**





As
      previously disclosed on a Current Report on Form 8-K (File No.: 000-52116)
      we
      filed with the Securities and Exchange Commission on October 29, 2007, effective
      as of October 25, 2007, the Company dismissed Conner & Associates, PC
      (“Conner”) as its independent accountants. Conner had previously been engaged as
      the principal accountant to audit Freedom 3’s financial statements. The reason
      for the dismissal of Conner is that, upon the consummation of the transaction
      on
      October 25, 2007, (i) the former stockholders of SWW owned a majority of the
      outstanding shares of the Company’s common stock and (ii) Freedom 3’s primary
      business unit became the business previously conducted by SWW. It was more
      practical that SWW’s independent auditors be engaged, going
      forward.





Neither
      of Conner’s audit reports on Freedom 3’s financial statements for each of the
      past two years contained an adverse opinion or disclaimer of opinion nor were
      they qualified or modified as to audit scope or accounting principles.





On
      October 25, 2007, the Company engaged Dominic K.F. Chan & Co (“Dominic”) as
      its new, independent registered public accounting firm. The appointment of
      Dominic was approved by our board of directors. The Company does not have a
      separately standing audit committee. The Company’s Board of Directors, the
      Company’s Chief Executive Officer and President, and the Company’s Chief
      Financial Officer, performs the duties and responsibilities of the audit
      committee, including the appointment and oversight of the Company’s independent
      registered public accounting firm.




41




Change
      in Fiscal Year




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





***Audit
      Fees***





The
      aggregate fees billed by Dominic for professional services rendered for the
      audit of our annual financial statements and review of financial statements
      included in our Form 10-QSB or services that are normally provided in connection
      with statutory and regulatory filings were $ 30,000 and
      $30,000  for
      fiscal years ended March 31, 2008 and March 31, 2007, respectively.





***Audit-Related
      Fees***





No
      Dominic’s fees were billed for assurance and related services related to the
      audit or review of the Company’s financial statements for the fiscal years ended
      March 31, 2008 and March 31, 2007, respectively.





***Tax
      Fees***





No
      Dominic’s fees were billed for professional services for tax compliance, tax
      advice, and tax planning for the fiscal years ended March 31, 2008 and March
      31,
      2007, respectively.





***All
      Other Fees***





No
      Dominic’s fees were billed for other products and services for the fiscal years
      ended March 31, 2008 and March 31, 2007, respectively.





42




**SIGNATURES**





Pursuant
      to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
      1934, the registrant has duly caused this report to be signed on its behalf
      by
      the undersigned, thereunto duly authorized.




**SOUND
                WORLDWIDE HOLDINGS, INC.**Date:
                June 30, 2008
            By:
            /s/ ROGER
                KWOK WING FANRoger
                Kwok Wing FanPresident,
                Chief Executive Officer and Chairman
              (Principal
                Executive Officer)





In
      accordance with 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.





Date:
                June 30, 2008
            By:
            /s/ ROGER
                KWOK WING FANRoger
                Kwok Wing FanPresident,
                Chief Executive Officer and Chairman
              (Principal
                Executive Officer)Date:
                June 30, 2008
            /s/
                TONY KA KIN CHUITony
                Ka Kin Chui
              Chief
                Financial Officer
              (Principal
                Financial Officer)




43


SOUND
      WORLDWIDE HOLDINGS, INC.





CONSOLIDATED
      FINANCIAL STATEMENTS


FOR
      THE
      YEARS ENDED MARCH 31, 2008 AND 2007


AND
      INDEPENDENT AUDITORS’ REPORT




44




SOUND
      WORLDWIDE HOLDINGS, INC.


CONSOLIDATED
      FINANCIAL STATEMENTS


FOR
      THE
      YEARS ENDED MARCH 31 2008 AND 2007


AND
      INDEPENDENT AUDITORS’ REPORT





INDEX
      TO
      CONSOLIDATED FINANCIAL STATEMENTS





PAGESREPORT
                OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
            1CONSOLIDATED
                BALANCE SHEETS
            2CONSOLIDATED
                STATEMENTS OF OPERATIONS
            3CONSOLIDATED
                STATEMENTS OF STOCKHOLDERS’ EQUITY AND COMPREHENSIVE
                INCOME
            4CONSOLIDATED
                STATEMENTS OF CASH FLOWS
            5NOTES
                TO CONSOLIDATED FINANCIAL STATEMENTS
            6
                -
                20









**REPORT
      OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**





To
      the
      Board of Directors and Stockholders of


SOUND
      WORLDWIDE HOLDINGS, INC.





We
      have
      audited the accompanying consolidated balance sheets of SOUND WORLDWIDE
      HOLDINGS, INC. and its subsidiaries (the “Company”) as of March 31, 2008 and
      2007 and the related consolidated statements of operations, shareholders’ equity
      and other comprehensive income, and cash flows for the years ended
      March 31, 2008 and 2007. These consolidated financial statements are the
      responsibility of the Company’s management. Our responsibility is to express an
      opinion on these financial statements based on our audits.





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





In
      our
      opinion, these consolidated financial statements present fairly, in all material
      respects, the financial position of the Company as of March 31, 2008 and
      2007 and the results of its operations and its cash flows for the years ended
      March 31, 2008 and 2007 in conformity with accounting principles generally
      accepted in the United States of America.





Dominic
      K.F. Chan & Co


Certified
      Public Accountants


Hong
      Kong


[June
      19,
      2008]




1




SOUND
      WORLDWIDE HOLDINGS, INC.





CONSOLIDATED
      BALANCE SHEETS


(Stated
      in US Dollars)





At
                March 31,*Notes*
            
            
            *2008*
            
            
            *2007*$
            $ASSETSCurrent
                assets:Cash
                and cash equivalents
            
            
            
            
            288,356
            
            
            138,654Accounts
                  receivable, net of allowance for doubtful accounts
            
            *3*
            
            
            2,464,437
            
            
            674,580Prepaid
                expenses and other receivables
            
            
            
            
            116,480
            
            
            30,728Inventories
            
            *4*
            
            
            938,661
            
            
            410,577Total
                current assets
            
            
            
            
            3,807,934
            
            
            1,254,539Property
                and equipment, net
            
            *5*
            
            
            1,694,374
            
            
            1,820,982TOTAL
                ASSETS
            
            
            
            
            5,502,308
            
            
            3,075,521LIABILITIES
                AND STOCKHOLDERS’ EQUITYLIABILITIESCurrent
                liabilities:Accounts
                payable
            
            
            
            
            607,235
            
            
            277,574Bank
                and other borrowings
            
            *6*
            
            
            1,279,745
            
            
            583,983Amounts
                due to related parties
            
            *11*
            
            
            -
            
            
            68,330Accrued
                expenses and other liabilities
            
            *8*
            
            
            281,934
            
            
            310,348Total
                current liabilities
            
            
            
            
            2,168,914
            
            
            1,240,235Long-term
                debt:Bank
                and other borrowings
            
            *6*
            
            
            -
            
            
            14,393TOTAL
                LIABILITIES
            
            
            
            
            2,168,914
            
            
            1,254,628Commitments
                and contingencies
            
            *10*Stockholder’s
                equity:Common
                  stock (USD 0.0001 par value - authorized 20,000,000 shares; issued
                  and
                  outstanding 20,000,000 shares in 2007 shares in 2008 and 17,500,000
                  shares
                  in 2007)
            
            
            
            
            2,000
            
            
            1,750Additional
                paid-in capital
            
            
            
            
            627,916
            
            
            620,308Retained
                earnings
            
            
            
            
            2,701,492
            
            
            1,201,068Accumulated
                other comprehensive (loss)/income
            
            
            
            
            1,986
            
            
            (2,233
            )Total
                stockholders’ equity
            
            
            
            
            3,333,394
            
            
            1,820,893TOTAL
                LIABILITIES AND STOCKHOLDERS’ EQUITY
            
            
            
            
            5,502,308
            
            
            3,075,521





See
      accompanying notes to consolidated financial statements




2




SOUND
      WORLDWIDE HOLDINGS, INC.





CONSOLIDATED
      STATEMENTS OF OPERATIONS


(Stated
      in US Dollars)





Year
                ended March 31,*Note*
            
            *2008*
            
            *2007**$*
            
            *$*Net
                sales
            
            
            
            
            
            17,652,601
            
            
            14,840,870Cost
                of sales
            
            
            
            
            
            (14,638,853
            )
            
            (12,017,879
            )Gross
                profit
            
            
            
            
            
            3,013,748
            
            
            2,822,991Selling,
                general and administrative expenses
            
            
            
            
            
            (1,564,142
            )
            
            (1,468,467
            )Other
                income
            
            
            
            
            
            151,677
            
            
            282,013Income
                from operations
            
            
            
            
            
            1,601,283
            
            
            1,636,537Other
                non-operating income
            
            
            
            
            
            -
            
            
            50,569Interest
                expenses
            
            
            
            
            
            (100,859
            )
            
            (86,120
            )Income
                before income taxes
            
            
            
            
            
            1,500,424
            
            
            1,600,986Income
                tax expenses
            
            *7*
            
            
            -
            
            
            (21,645
            )Net
                income
            
            
            
            
            
            1,500,424
            
            
            1,579,341Earnings
                per share, basic and diluted
            
            *9*
            
            
            0.08
            
            
            0.09Weighted
                average number of common shares outstanding, basic and
                diluted
            
            *9*
            
            
            18,599,727
            
            
            17,500,000





See
      accompanying notes to consolidated financial statements




3




SOUND
      WORLDWIDE HOLDINGS, INC.





CONSOLIDATED
      STATEMENTS OF STOCKHOLDERS’ EQUITY


AND
      COMPREHENSIVE INCOME


(Stated
      in US Dollars)





***Accumulated******Additional***
            
            ***other******Common
                stock***
            
            ***paid-in***
            
            ***Comprehensive***
            
            ***Retained******Shares***
            
            ***Amount***
            
            ***capital***
            
            ***(loss)/income***
            
            ***earnings***
            
            ***Total******$***
            
            ***$***
            
            ***$***
            
            ***$***
            
            ***$***Balance,
                March 31, 2006
            
            
            17,500,000
            
            
            1,750
            
            
            620,308
            
            
            6,308
            
            
            1,138,300
            
            
            1,766,666Net
                income
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            1,579,341
            
            
            1,579,341Foreign
                  currency translation adjustments
            
            
            -
            
            
            -
            
            
            -
            
            
            (8,541
            )
            
            -
            
            
            (8,541
            )Comprehensive
                income
            
            
            
            
            
            
            
            
            
            
            
            (8,541
            )
            
            1,579,341
            
            
            1,570,800Dividend
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            (1,516,573
            )
            
            (1,516,573
            )Balance,
                March 31, 2007
            
            
            17,500,000
            
            
            1,750
            
            
            620,308
            
            
            (2,233
            )
            
            1,201,068
            
            
            1,820,893Shares
                of stock held byFreedom
                3’s shareholders
            
            
            300,000
            
            
            30
            
            
            -
            
            
            -
            
            
            -
            
            
            30Issuance
                of common stock for consultants upon completion of the share exchange
                transaction
            
            
            2,200,000
            
            
            220
            
            
            -
            
            
            -
            
            
            -
            
            
            220Recapitalization
                in connection with the share exchange transaction
            
            
            -
            
            
            -
            
            
            7,608
            
            
            -
            
            
            -
            
            
            7,608Net
                income
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            1,500,424
            
            
            1,500,424Foreign
                currency translation adjustments
            
            
            -
            
            
            -
            
            
            -
            
            
            4,219
            
            
            -
            
            
            4,219Comprehensive
                income
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            1,500,424
            
            
            1,504,643Dividend
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -*Balance,
                March 31, 2008*
            
            
            20,000,000
            
            
            2,000
            
            
            627,916
            
            
            1,986
            
            
            2,701,492
            
            
            3,333,394





See
      accompanying notes to consolidated financial statements




4




SOUND
      WORLDWIDE HOLDINGS, INC.





CONSOLIDATED
      STATEMENTS OF CASH FLOWS


(Stated
      in US Dollars)





Year
                ended March 31,*2008*
            
            *2007**$*
            
            *$***Cash
                flows from operating activities:**Net
                income
            
            
            1,500,424
            
            
            1,579,341Adjustments
                to reconcile net income toNet
                cash (used in)/provided by operating activities:Depreciation
                expense
            
            
            140,611
            
            
            142,209(Gain)/Loss
                on disposal of property and equipment
            
            
            5,692
            
            
            (50,569
            )Changes
                in current assets and liabilitiesAccounts
                receivable
            
            
            (1,783,404
            )
            
            428,772Prepaid
                expenses and other receivables
            
            
            (85,450
            )
            
            36,667Inventories
            
            
            (525,320
            )
            
            394,352Accounts
                payable
            
            
            327,849
            
            
            (399,553
            )Amounts
                due to related parties
            
            
            (68,466
            )
            
            (783,185
            )Accrued
                expenses and other liabilities
            
            
            (29,514
            )
            
            (12,315
            )Net
                cash (used in)/provided by operating activities
            
            
            (517,578
            )
            
            1,335,719**Cash
                flows from investing activities:**Purchases
                of property and equipment
            
            
            (12,555
            )
            
            (46,159
            )Proceeds
                from sale of property and equipment
            
            
            -
            
            
            1,057,306Net
                cash (used in)/provided by investing activities
            
            
            (12,555
            )
            
            1,011,147**Cash
                flow from financing activities:**Issurance
                of new shares
            
            
            7,858
            
            
            -Proceeds
                from bank borrowings
            
            
            5,455,840
            
            
            7,803,696Repayment
                of new bank borrowings
            
            
            (4,778,316
            )
            
            (8,529,128
            )Dividend
                paid
            
            
            -
            
            
            (1,516,573
            )Net
                cash provided by/(used in) financing activities
            
            
            685,382
            
            
            (2,242,005
            )Effect
                  of exchange rate changes on cash and cash
                  equivalents
            
            
            (5,547
            )
            
            2,538Net
                increase in cash and cash equivalents
            
            
            149,702
            
            
            107,399Cash
                and cash equivalents at beginning of the year
            
            
            138,654
            
            
            31,255Cash
                and cash equivalents at end of the year
            
            
            288,356
            
            
            138,654Supplementary
                disclosures of cash flow information:Interest
                paid
            
            
            100,859
            
            
            86,120Income
                taxes paid
            
            
            15,380
            
            
            -




See
      accompanying notes to consolidated financial statements




5




SOUND
      WORLDWIDE HOLDINGS, INC.





NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS


(Stated
      in US Dollars)




**1.**
            **Organization
                and nature of operations**




Sound
      Worldwide Holdings, Inc. (the “Company”) and its subsidiaries (together, the
“Group”) 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.




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. The Company currently has a total of 20,000,000 shares of common stock
      issued and outstanding.




As
      of
      March 31, 2008, the subsidiaries of the Company include the
      following:




Place
                and date
            
            Attributable equity
            
            PrincipalName
                of company
            
            of
                incorporation
            
            interest
                held
            
            activitiesSound
                Worldwide
            
            BVI
            
            100
            %
            Investment
                holdingLimited
                (“SWL”)
            
            July,
                28th,
                1999Best
                Allied Industrial
            
            Hong
                Kong
            
            100
            %
            ManufacturingLimited
                (“Best Allied”)
            
            April
                18th, 1997
            
            
            
            and
                trading of garmentsAsian
                Point
            
            BVI
            
            100
            %
            Manufacturing
                andInvestment
                Limited
            
            March
                26th, 1997
            
            
            
            trading
                of denim fabrics(“Asian
                Point”)




6




SOUND
      WORLDWIDE HOLDINGS, INC.





NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS


(Stated
      in US Dollars)




**2.**
            **Summary
                of principal accounting
                policies**




*Basis
      of presentation and consolidation*




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




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




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




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




*Use
      of estimates*





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




*Cash
      and cash equivalents*





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




7




*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.




8




SOUND
      WORLDWIDE HOLDINGS, INC.





NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS


(Stated
      in US Dollars)




**2.**
            **Summary
                of principal accounting policies*****(continued)***





*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.




*Property
      and equipment*





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





Depreciation
      of property and equipment is calculated on a straight-line method over the
      estimated useful lives of the assets. The estimated useful lives are as
      follows:-





Office
                unit
            5
                yearsMachinery
              Furniture
                and office equipment
              Motor
                vehicles
            5-10
                years
              5
                years
              5
                years





Upon
      sale
      or disposition, the applicable amounts of asset cost and accumulated
      depreciation are removed from the accounts and the net amount less proceeds
      from
      disposal is charged or credited to income.




*Impairment
      of long-lived assets*





In
      accordance with SFAS No. 144, *Accounting
      for Impairment or Disposal of Long-Lived Assets* (“SFAS
      No. 144”), long-lived assets, such as property and equipment, are reviewed
      for impairment whenever events or changes in circumstances indicate that the
      carrying amount of an asset may not be recoverable. Recoverability of assets
      to
      be held and used is measured by a comparison of the carrying amount of an asset
      to estimated undiscounted future cash flows expected to be generated by the
      asset. If the carrying amount of an asset exceeds its estimated future cash
      flows, an impairment charge is recognized by the amount by which the carrying
      amount of the asset exceeds the fair value of the asset. Assets to be disposed
      of are separately presented in the balance sheet and reported at the lower
      of
      the carrying amount or fair value less costs to sell, and are no longer
      depreciated. The assets and liabilities of a disposal group classified as held
      for sale are presented separately in the appropriate asset and liability
      sections of the balance sheet.





No
      impairment of long-lived assets was recognized for the year
      presented.




9




SOUND
      WORLDWIDE HOLDINGS, INC.





NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS


(Stated
      in US Dollars)




**2.**
            **Summary
                of principal accounting policies*****(continued)***





*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 $27,865 and $987 for
      the
      years ended March 31, 2008 and 2007, respectively.





*Shipping
      and handling fees and costs*





Costs
      incurred by the Group for shipping and handling, including costs paid to
      third-party transportation companies, to transport and deliver products to
      customers, are included in “Selling, general and administrative expenses”.
      Shipping and handling fees and costs amounted to $102,823 and $183,879 for
      the
      years ended March 31, 2008 and 2007,  respectively.





*Income
      Taxes*





Income
      taxes are accounted for under the asset and liability method. Deferred tax
      assets and liabilities are recognized for the future tax consequences
      attributable to differences between the financial statement carrying amounts
      of
      existing assets and liabilities and their respective tax bases and operating
      loss and tax credit carry forwards. Deferred tax assets and liabilities are
      measured using enacted tax rates expected to apply to taxable income in 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.




10




SOUND
        WORLDWIDE HOLDINGS, INC.
 
 NOTES
        TO
        CONSOLIDATED FINANCIAL STATEMENTS
 (Stated
        in US Dollars)
  **2.**
              **Summary
                  of principal accounting policies*****(continued)***





*Income
      Taxes (continued)*




In
      June
      2006, the FASB issued FASB Interpretation No. 48,Accounting
      for Uncertainty in Income Taxes, an interpretation of Statement of Financial
      Accounting Standards No. 109 (“FIN 48”). FIN 48 clarifies the accounting for
      uncertainty in tax positions. This interpretation requires that an entity
      recognizes in the consolidated financial statements the impact of a tax
      position, if that position is more likely than not of being sustained upon
      examination, based on the technical merits of the position. The adoption of
      FIN
      48 did not have any impact on the Group’s results of operations or financial
      condition for the year March 31, 2008.




*Comprehensive
      income*





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




*Foreign
      currency translation*





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





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





2008
            
            2007Year
                end HK$ : US$ exchange rate
            
            
            7.7820
            
            
            7.8137Average
                yearly HK$ : US$ exchange rate
            
            
            7.7982
            
            
            7.7807




11




SOUND
      WORLDWIDE HOLDINGS, INC.





NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS


(Stated
      in US Dollars)




**2.**
            **Summary
                of principal accounting policies*****(continued)*****)**





*Earnings
      per share*





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





*Commitments
      and contingencies*





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




Recently
      Issued Accounting Pronouncements





***FASB
      Statement No. 157 (“SFAS No. 157”)***


In
      September 2006, the FASB issued SFAS No. 157, “ *Fair
      Value Measurements* ”,
      which
      defines fair value, provides a framework for measuring fair value, and expands
      the disclosures required for fair value measurements. SFAS No.157 applies to
      other accounting pronouncements that require fair value measurements and does
      not require any new fair value measurements. SFAS No. 157 is effective for
      fiscal years beginning after November 15, 2007. Subsequently 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, except those that are recognized or disclosed
      at
      fair value in the financial statements on a recurring basis. Management does
      not
      expect the adoption of SFAS No. 157, FSP FAS 157-1 and FSP FAS 157-2 will
      have a material impact on the Group’s consolidated financial statements.





***FASB
      Statement No. 159 (“SFAS No. 159”)***


In
      February 2007, the FASB issued SFAS No.159, “ *The
      Fair Value Option for Financial Assets and Financial Liabilities – Including an
      Amendment of FASB Statement No. 115* ”.
      SFAS
      No. 159 permits companies to measure certain financial instruments and
      certain other items at fair value. It requires that unrealized gains and losses
      on items for which the fair value option has been elected be reported in
      earnings. SFAS No. 159 is effective for fiscal years beginning after
      November 30, 2007. Management does not expect the adoption of SFAS
      No. 159 will have a material impact on the Group’s consolidated financial
      statements.




12




SOUND
      WORLDWIDE HOLDINGS, INC.





NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS


(Stated
      in US Dollars)




**2.**
            **Summary
                of principal accounting policies*****(continued)***




Recently
      Issued Accounting Pronouncements *(continued)*





***FASB
      Statement No. 141(R) (“SFAS No. 141(R)”) and FASB Statement
      No. 160 (“SFAS No. 160”)***


In
      December 2007, the FASB issued SFAS No. 141(R), “ *Business
      Combinations* ”
and
      SFAS No. 160, “ *Noncontrolling
      Interests in Consolidated Financial Statements – an amendment to ARB
      No. 51* ”.
      SFAS
      No. 141(R) and SFAS No. 160 require most identifiable assets,
      liabilities, noncontrolling interests and goodwill acquired in a business
      combination to be recorded at “full fair value” and require noncontrolling
      interests (previously referred to as minority 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. Management will continue to evaluate the application of
      SFAS
      No. 160 on the Group’s consolidated financial statements, and does not
      currently expect the adoption of SFAS No. 160 will have a material impact
      on the Group’s consolidated financial statements.




**3.**
            **Accounts
                receivable,*****net***




Accounts
      receivable consist of the following:


At
                March 31,*2008*
            
            *2007**$*
            
            *$*Accounts
                receivable
            
            
            2,464,437
            
            
            772,696Less:
                allowance for doubtful accounts
            
            
            -
            
            
            (98,116
            )2,464,437
            
            
            674,580




An
      analysis of the allowance for doubtful accounts is follows:


At
                March 31,*2008*
            
            *2007**$*
            
            *$*Balance
                at beginning of year
            
            
            -
            
            
            98,116Charges
                to consolidated statement of income
            
            
            -
            
            
            -Balance
                at end of year
            
            
            -
            
            
            98,116





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.




13




SOUND
      WORLDWIDE HOLDINGS, INC.





NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS


(Stated
      in US Dollars)




**4.**
            **Inventories**





Inventories
      by major categories are summarized as follows:





At
                March 31,*2008*
            
            *2007**$*
            
            *$*Raw
                materials
            
            
            102,439
            
            
            334,493Work-in-progress
            
            
            456,216
            
            
            11,647Finished
                goods
            
            
            380,006
            
            
            64,437938,661
            
            
            410,577





No
      inventories were written off in 2008 and 2007.




**5.**
            **Property
                and equipment,*****net***





Property
      and equipment consists of the following:





At
                March 31,*2008*
            
            *2007**$*
            
            *$*Office
                unit
            
            
            -
            
            
            26,916Machinery
            
            
            2,272,563
            
            
            2,263,343Furniture
                and office equipment
            
            
            89,299
            
            
            104,996Leasehold
                improvement
            
            
            27,025
            
            
            -Motor
                vehicles
            
            
            89,259
            
            
            88,897Total
            
            
            2,478,146
            
            
            2,484,152Less:
                accumulated depreciation
            
            
            (783,772
            )
            
            (663,170
            )Property
                and equipment, net
            
            
            1,694,374
            
            
            1,820,982





Depreciation
      expenses for the years ended March 31, 2008 and 2007 were $140,611 and $142,209,
      of which $113,393 and $113,647 was included in cost of sales, and $27,218 and
      $28,562 was included in selling, general and administrative expenses in 2008
      and
      2007, respectively.




14




SOUND
      WORLDWIDE HOLDINGS, INC.





NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS


(Stated
      in US Dollars)




**6.**
              **Bank
                  and other borrowings**





At
                March 31,*2008*
            
            *2007**$*
            
            *$*Secured:Repayable
                within one yearBank
                overdraft
            
            
            163,585
            
            
            91,270Short-term
                loans
            
            
            1,101,708
            
            
            478,785Other
                borrowings
            
            
            14,452
            
            
            13,9281,279,745
            
            
            583,983Long-term
                bank loans
            
            
            -
            
            
            14,3931,279,745
            
            
            598,376





As
      of March
      31,
      2008, the Company’s banking facilities are composed of the following:




**Amount****Facilities
                    granted**
                
                **Granted**
                
                **Utilized**
                
                **Unused*****$***
                
                ***$***
                
                ***$***Bank
                    loans
                
                
                87,336
                
                
                87,336
                
                
                -Other
                    credit facilities
                
                
                2,944,290
                
                
                1,192,409
                
                
                1,751,8823,031,626
                
                
                1,279,745
                
                
                1,751,882





As
      of
      March 31, 2008, the above banking borrowings were secured by the
      following:





(a)  charge
      over properties owned by the directors of the Company; and





(b)  personal
      guarantee executed by the directors of the Company.





Bank
      loans were charged at rate 0.5% per annum below the bank’s Prime to 1% per annum
      above the Prime.





The
      interest rates of other credit facilities were at the bank’s Hong Kong Dollar
      Best Lending Rate or prevailing funding cost, whichever was higher, plus 0.5%
      to
      2% per annum.




15




SOUND
      WORLDWIDE HOLDINGS, INC.





NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS


(Stated
      in US Dollars)




**7.**
            **Income
                taxes**





The
      Company and its subsidiary that are incorporated in the British Virgin Islands
      are not subject to income taxes under those jurisdictions. The Company’s
      subsidiary in Hong Kong is subject to income or profit tax at 17.5% in 2008
      and
      2007.





The
      provision for income taxes consists of the following:





Year
                ended March 31,*2008*
            
            *2007**$*
            
            *$**Current
                tax*Hong
                Kong
            
            
            -
            
            
            21,645Deferred
                tax
            
            
            -
            
            
            --
            
            
            21,645





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




At
                March 31,*2008*
            
            *2007**$*
            
            *$*Income
                before income tax
            
            
            1,500,424
            
            
            1,295,087Hong
                Kong statutory tax rate
            
            
            17.5
            %
            
            17.5
            %Computed
                “expected” tax expenses
            
            
            262,574
            
            
            226,640Effect
                of tax exemptions granted
            
            
            (262,574
            )
            
            (204,995
            )Income
                taxes
            
            
            -
            
            
            21,645




No
      provision for deferred tax liabilities has been made as the Group has no
      material temporary differences between the tax bases of assets and liabilities
      and their carrying amounts in the financial statements. The Group has not
      recognized deferred tax assets in respect of losses due to the unpredictability
      of the future earnings. The tax losses do not expire under current tax
      legislation.




16




SOUND
      WORLDWIDE HOLDINGS, INC.





NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS


(Stated
      in US Dollars)




**8.**
            **Accrued
                expenses and other
                liabilities**




Accrued
      expenses and other liabilities consists of the following:





*At
                March 31,**2008*
            
            *2007**$*
            
            *$*Legal
                and professional fees
            
            
            88,944
            
            
            4,477Accrued
                staff related costs
            
            
            94,322
            
            
            122,042Other
                accruals and liabilities
            
            
            98,668
            
            
            183,829281,934
            
            
            310,348




**9.**
            **Earnings
                per share**




Basic
      earnings per share of common stock was calculated by dividing the net income
      of
      $1,500,424 (2007: $1,579,341) by the weighted average number of 18,599,727
      (2007: 17,500,000) common shares.





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




**10.**
            **Commitments
                and contingencies**





The
      Company has operating lease agreements principally for its office facilities.
      The leases have remaining terms of 3 to 24 months. Rental expense was $124,803
      and $141,524 for the years ended March 31, 2008 and 2007,
      respectively.





Future
      minimum lease payments under non-cancellable operating lease agreements as
      of
      March 31, 2008 were as follows:




*$*Year
                ending March 31,2009
            
            
            77,7442010
            
            
            84,683Total
            
            
            162,427





Other
      than as disclosed above, the Company had no other material contractual
      obligations and had no off-balance sheet guarantees or arrangements or
      transactions as at March 31, 2008.




17




SOUND
      WORLDWIDE HOLDINGS, INC.





NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS


(Stated
      in US Dollars)




**11.**
            **Related
                party balances and
                transactions**





Related
      party balances





Amounts
      due to related parties are as follows:





**At
                March 31,*****2008***
            
            ***2007******$***
            
            ***$***Yin
                Kee Weaving Factory (“Yin Kee”)
            
            
            -
            
            
            46,073Mr.
                Roger Fan
            
            
            -
            
            
            22,257-
            
            
            68,330





The
      amount due to Yin Kee represented payable for the management consultancy
      services rendered to the Company.





The
      amount due to Mr. Fan represented expenses paid by Mr. Fan on the Company’s
      behalf.





The
      amounts due to related parties are interest free and has no fixed date of
      repayment.




Related
      party transactions





The
      Company paid management consultancy services fees of $Nil and
      $46,268 in 2008
      and 2007, respectively, to Yin Kee.




18




SOUND
      WORLDWIDE HOLDINGS, INC.





NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS


(Stated
      in US Dollars)




**12.**
            **Concentration
                of credit**





A
                substantial percentage of the Company's sales are made to the following
                customers. Details of the customers accounting for 10% or more of
                total
                net revenue in any of the years ended March 31, 2008 and 2007 are
                as
                follows:




2008
            
            2007Company
                A
            
            
            29
            %
            
            11
            %Company
                B
            
            
            23
            %
            
            25
            %Company
                C
            
            
            *
            
            
            12
            %Company
                D
            
            
            *
            
            
            11
            %*
                Less than 10%





Details
      of the accounts receivable from the customers with the largest receivable
      balances at March 31, 2008 and 2007 are as follows:





Percentage
                of accounts
              receivable*2008*
            
            *2007*Company
                A
            
            
            77
            %
            
            -Company
                B
            
            
            11
            %
            
            -Company
                C
            
            
            -
            
            
            17
            %Company
                D
            
            
            -
            
            
            13
            %Company
                E
            
            
            -
            
            
            11
            %Largest
                receivable balances
            
            
            88
            %
            
            41
            %




**13.**
            **Employee
                benefit plans**





The
      Company operates a Mandatory Provident Fund Scheme for all qualifying employees
      in Hong Kong. The assets of the scheme are held separately from those of the
      Company by trustees. The Company contributes 5% of relevant payroll costs to
      the
      scheme, which contribution is matched by employees. The contributions paid
      by
      the Company for the years ended March 31, 2008 and 2007 were $42,579 and
      $29,328, respectively.




**14.**
            **Fair
                value of financial
                instruments**





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




19




SOUND
      WORLDWIDE HOLDINGS, INC.





NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS


(Stated
      in US Dollars)





**15.**
              **Interest
                  rate risk**





The
      Company is exposed to interest rate risk arising from short-term variable rate
      borrowings from time to time. The Company’s future interest expense will
      fluctuate in line with any cha nge
      in
      borrowing rates. The Company does not have any derivative financial instruments
      as of March 31, 2008 and 2007 and believes
      its exposure to interest rate risk is not material.




**16.**
            **Comparative
                amounts**





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




**17.**
            **Subsequent
                event**





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.





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




20




**EXHIBIT
      INDEX**





14.1
            Code
                of Ethics14.2
            Code
                of Business Conduct23.1
            Consent
                of Dominic K.F. Chan & Co., independent registered public accounting
                firm.31.1
            Certification
                of the Company’s Principal Executive Officer pursuant to Section 302 of
                Sarbanes Oxley Act of 2002, with respect to the registrant’s Annual Report
                on Form 10-KSB for the year ended March 31, 2008.31.2
            Certification
                of the Company’s Principal Financial Officer pursuant to Section 302 of
                Sarbanes Oxley Act of 2002, with respect to the registrant’s Annual Report
                on Form 10-KSB for the year ended March 31, 2008.32.1
            Certification
                of the Company’s Principal Executive Officer pursuant to 18 U.S.C. Section
                1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act
                of
                2002.32.2
            Certification
                of the Company’s Principal Financial Officer pursuant to 18 U.S.C. Section
                1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act
                of
                2002.