Attached files
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8-K/A - FORM 8KA - STUDIO II BRANDS INC | studioii_8kaitem201acquisiti.htm |
EX-99 - EXHIBIT 99.11.1 - STUDIO II BRANDS INC | exhibit99111proformafinancia.htm |
EX-99 - EXHIBIT 99.9.1 - STUDIO II BRANDS INC | exhibit99913312011auditedfin.htm |
Exhibit 99.10.1
SINO WISH LIMITED | ||
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INDEX TO FINANCIAL STATEMENTS |
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Balance Sheets as of December 31, 2011 (unaudited) and March 31, 2011 | 1 | |
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Statements of Operations (unaudited) |
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| for the nine months ended December 31, 2011 and 2010 | 2 |
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Statement of Stockholders Deficit (unaudited) |
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| for the nine months ended December 31, 2011 | 3 |
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Statements of Cash Flows (unaudited) |
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| for the nine months ended December 31, 2011 and 2010 | 4 |
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Notes to the Financial Statements (unaudited) | 5 15 |
SINO WISH LIMITED | ||||
BALANCE SHEETS | ||||
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| December 31, 2011 | March 31, 2011 | ||
ASSETS | (unaudited) |
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CURRENTS ASSETS |
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Cash |
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| $ 8,227 | $ 17,032 |
Inventories |
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| 11,436 | 1,618 |
Total current assets |
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| 19,663 | 18,650 |
Property and equipment, net |
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| 42,272 | 48,196 |
Security deposits and prepayments |
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| 63,750 | 61,856 |
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TOTAL ASSETS |
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| $ 125,685 | $ 128,702 |
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LIABILITIES AND STOCKHOLDER'S EQUITY |
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CURRENT LIABILITIES |
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Accounts payable and accrued expenses |
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| $ 79,811 | $ 45,621 |
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TOTAL CURRENT LIABILITIES |
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| 79,811 | 45,621 |
Stockholders loan |
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| 101,382 | 151,862 |
TOTAL LIABILITIES |
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| 181,193 | 197,483 |
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STOCKHOLDER'S EQUITY |
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Common stock, 10,000 shares authorized with par value $0.128; |
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1 shares issued and outstanding |
| 1 | 1 | |
Accumulated loss |
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| (55,509) | (68,782) |
TOTAL STOCKHOLDER'S EQUITY |
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| (55,508) | (68,781) |
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TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY | $ 125,685 | $ 128,702 | ||
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See accompanying notes to financial statements. |
1
SINO WISH LIMITED | ||||
STATEMENTS OF OPERATIONS (UNAUDITED) | ||||
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| Nine months ended December | Nine months ended December |
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| 31, 2011 | 31, 2010 |
Revenue |
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| $ 358,126 | $ 278,732 |
Cost of goods sold (exclusive of depreciation) |
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| (107,944) | (87,294) |
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Gross profit |
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| 250,182 | 191,438 |
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Operating expenses |
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| (236,971) | (244,963) |
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OPERATING INCOME/(LOSS) | 13,211 | (53,525) | ||
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Other income |
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| 2,718 | 3,091 |
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Other expenses |
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| (2,656) | (114) |
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Total other income, net |
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| 62 | 2,977 |
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NET INCOME/(LOSS) BEFORE INCOME TAXES |
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| 13,273 | (50,548) |
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INCOME TAX EXPENSES |
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| - | - |
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NET INCOME/(LOSS) |
| $ 13,273 | $ (50,548) | |
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Net income/(loss) per common share |
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Basic and fully diluted |
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| $ 13,273 | $ (50,548) |
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING | 1 | 1 | ||
See accompanying notes to financial statements. |
2
SINO WISH LIMITED | ||||
STATEMENT OF STOCKHOLDER'S DEFICIT (UNAUDITED) | ||||
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| Common Stock, Par value of $0.128 |
| Total | |
| Accumulated | stockholder's | ||
| Number | Amount | loss | deficit |
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Balance at November 26, 2009 (date of inception) | - | $ - | $ - | $ - |
Common stock issued for cash | 1 | 1 | - | 1 |
Net loss from November 26, 2009 (Date of Inception) to March 31, 2010 | - | - | (16,517) | (16,517) |
Balance as of March 31, 2010 | 1 | 1 | (16,517) | (16,516) |
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Net loss for the year ended March 31, 2011 | - | - | (52,265) | (52,265) |
Balance as of March 31, 2011 | 1 | 1 | (68,782) | (68,781) |
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Net income for the nine months ended December 31, 2011 | - | - | 13,273 | 13,273 |
Balance as of December 31, 2011 | 1 | $ 1 | $ (55,509) | $ (55,508) |
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3
SINO WISH LIMITED | |||
STATEMENTS OF CASH FLOWS (UNAUDITED) | |||
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| Nine months ended December 31, 2011 | Nine months ended December 31, 2010 |
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CASH FLOWS FROM OPERATING ACTIVITIES |
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Net income/(loss) |
| $ 13,273 | $ (50,548) |
Adjustments to reconcile net income to net cash provided by operating activities: |
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Depreciation |
| 6,347 | 6,114 |
Changes in operating assets and liabilities: |
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Inventories |
| (9,818) | 130 |
Security deposits and prepayments |
| (1,894) | 32,614 |
Accounts payable and accrued expenses |
| 34,190 | 16,357 |
NET CASH PROVIDED BY OPERATING ACTIVITIES | 42,098 | 4,667 | |
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CASH FLOWS FROM INVESTING ACTIVITIES |
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Acquisition of fixed assets |
| (423) | (26,989) |
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NET CASH USED IN INVESTING ACTIVITIES | (423) | (26,989) | |
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CASH FLOWS FROM FINANCING ACTIVITIES |
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(Repayment to)/proceeds from stockholders loan |
| (50,480) | 25,118 |
NET CASH (USED IN)/PROVIDED BY FINANCING ACTIVITIES | (50,480) | 25,118 | |
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NET (DECREASE)/INCREASE IN CASH |
| (8,805) | 2,796 |
CASH |
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Beginning of period |
| $ 17,032 | $ 10,409 |
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End of period |
| $ 8,227 | $ 13,205 |
See accompanying notes to financial statements.
4
SINO WISH LIMITED
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
NOTE 1 ORGANIZATION
Sino Wish Limited (the Company) is a limited liability company incorporated on November 26, 2009 and domiciled in Hong Kong. The Companys principal activity is to provide catering services in Hong Kong.
NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a)
Basis of Presentation
The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (US GAAP). The Companys functional currency is the Hong Kong Dollar, however the accompanying financial statements have been translated and presented in United States Dollars.
(b)
Use of estimates
The preparation of financial statements in conformity with US GAAP requires management of the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The Companys significant estimates include the reserves related to deposits and prepayments, the recoverability and useful lives of long lived assets and realizable values for inventories.
(c)
Going concern and managements plans
These financial statements have been prepared assuming that the Company will continue as a going concern and, accordingly, they do not include any adjustments that might result from the outcome of this uncertainty. The Companys minimal revenues, its dependency from continued funding from its stockholders raise substantial double about its ability to continue as a going concern. The Company's business plan includes raising funds from outside potential investors. However, there is no assurance that it will be able to do so.
(d)
Foreign currency translation
Assets and liabilities are translated at the rate of exchange in effect on the balance sheet date; income and expenses are translated at the average rate of exchange prevailing during the period. The related transaction adjustments are reflected in Accumulated other comprehensive income / (loss) in the equity section of the balance sheet.
5
SINO WISH LIMITED
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES ( /Contd)
(d)
Foreign currency translation (Contd)
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| December 31, |
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| December 31, |
| March 31, | ||
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| 2011 |
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| 2010 |
| 2011 | ||
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Period end closing HK$:US$ exchange rate |
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| $7.7688 |
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| $7.7822 |
| $7.7884 |
Average HK$:US$ exchange rate |
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| $7.7817 |
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| $7.7703 |
| - |
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(e)
Property and equipment
Property and equipment are stated at cost less accumulated depreciation and impairment
losses. Improvements to leased assets or fixtures are amortized over their estimated useful lives or lease period, whichever is shorter. Expenditures for repairs and maintenance, which do not extend the useful life of the assets, are expensed as incurred.
Depreciation expense is recorded over the assets estimated useful lives or lease period, using the straight line method, at the following annual rates:-
Furniture and equipment: 10% - 20%, per annum
Computer equipment: 10%, per annum
Leasehold improvement: Over the lease term
(f)
Inventories
Inventories consist of finished goods which include food and beverage materials and products for catering service. Inventories are measured at the lower of cost or market. The cost of inventories comprises all costs of purchases, costs of conversion and other costs incurred in bringing the inventories to their present location and condition and is assigned by using a first-in first-out basis. Market value is determined by reference to selling prices after the balance sheet date or to managements estimates based on prevailing market conditions. The management also regularly evaluates the composition of its inventories to identify slow-moving and obsolete inventories to determine if a valuation allowance is required.
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SINO WISH LIMITED
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES ( /Contd)
(g)
Security deposits
Security deposits mainly consist of rental and management fee security deposits,
electricity and water meter deposits.
(h)
Cash
Cash consist of cash on hand and at banks. The Company's cash deposits are held with
financial institutions located in Hong Kong. Management believes these financial institutions are of high credit quality.
(i)
Impairment of long-lived assets
Long-lived assets are comprised of property and equipment. Pursuant to the provisions of
ASC360-10, Property, plant and equipment, long-lived assets to be held and used are reviewed for possible impairment whenever events indicate that the carrying amount of such assets may not be recoverable by comparing the undiscounted cash flows associated with the assets to their carrying amounts. If such a review indicates an impairment, the carrying amount would be reduced to fair value.
Based on the Companys assessment, there were no events or changes in circumstances that would indicate any impairment of long-lived assets as of December 31, 2011 and March 31, 2011.
(j)
Accounts payable and accrued expenses consist of the following:
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| As of December 31, 2011 |
| As of March 31, 2011 | ||
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| (Unaudited) |
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Accounts payable | $ 55,752 |
| $ 11,706 | |||||
Accrued expenses |
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| Legal and professional fees | - |
| 3,010 | ||||
| Payroll and other operating expenses | 24,059 |
| 30,905 | ||||
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| $ 79,811 |
| $ 45,621 |
7
SINO WISH LIMITED
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES ( /Contd)
(k)
Fair value measurements
ASC Topic 820, Fair Value Measurement and Disclosures, defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC Topic 820 also establishes a fair value hierarchy which requires classification based on observable and unobservable inputs when measuring fair value. There are three levels of inputs that may be used to measure fair value:
Level 1 Quoted prices in active markets for identical assets or liabilities.
Level 2 Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
Level 3 Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.
Determining which category an asset or liability falls within the hierarchy requires
significant judgment. The Company evaluates its hierarchy disclosures each quarter.
The carrying values of cash, accounts payable and accrued
expenses, and stockholders loan approximate fair values due to their short maturities.
There was no asset or liability measured at fair value on a non-recurring basis as of December 31, 2011 and March 31, 2011.
(l)
Income Taxes
Income taxes are provided for using the liability method of accounting in accordance with
ASC 740 Income Taxes. A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax basis. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.
8
SINO WISH LIMITED
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES ( /Contd)
(l)
Income Taxes (Contd)
Deferred income tax assets and liabilities are determined based upon differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be effective when the differences are expected to reverse.
Deferred tax assets are reduced by a valuation allowance to the extent management
concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statements of income in the period that includes the enactment date.
The Company adopted ASC 740 which prescribes a more-likely-than-not threshold for
financial statement recognition and measurement of a tax position taken in the tax return. This interpretation also provides guidance on de-recognition of income tax assets and liabilities, classification of current and deferred income tax assets and liabilities, accounting for interest and penalties associated with tax positions, accounting for income taxes in interim periods and income tax disclosures.
(m)
Other comprehensive income
The Company has adopted ASC 220 Comprehensive Income. This statement establishes
rules for the reporting of comprehensive income and its components. Comprehensive income consists of net income and foreign currency translation adjustments.
(n)
Revenue recognition
Revenue represents the invoiced value of goods sold or services provided. Revenue is
recognized when all the following criteria are met:
a.
Persuasive evidence of an arrangement exists.
b.
Services had been rendered.
c.
The sellers price to the buyer is fixed or determinable, and
d.
Collectivity is reasonably assured.
Revenue from sales is recognized when food and beverage products are sold. Other income for tips is recognized on cash basis.
9
SINO WISH LIMITED
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES ( /Contd)
(o)
Employee benefits
The Company operates a Mandatory Provident Fund Scheme (the "MPF Scheme") under the Hong Kong Mandatory Provident Fund Schemes Ordinance for those employees employed under the jurisdiction of the Hong Kong Employment Ordinance. The MPF Scheme is a defined contribution scheme, the assets of which are held in separate trustee-administered funds. The Company's contributions to the scheme are expensed as incurred and are vested in accordance with the scheme' vesting scales.
(p)
Commitments and contingencies
In the normal course of business, the Company is subject to contingencies, including legal
proceedings and environmental claims arising out of the normal course of businesses that relate to a wide range of matters, including among others, contracts breach liability. The Company records accruals for such contingencies based upon the assessment of the probability of occurrence and, where determinable, an estimate of the liability. Management may consider many factors in making these assessments including past history, scientific evidence and the specifics of each matter.
As of December 31, 2011, the Company's management has evaluated all such proceedings and claims. In the opinion of management, the ultimate disposition of these matters will not have a material adverse effect on the Company's financial position, liquidity or results of operations.
(q)
Recent Accounting Pronouncements
We describe below recent pronouncements that have had or may have a significant effect on our financial statements. We do not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to our financial condition, results of operations, or disclosures.
In June 2011, the FASB issued ASU 2011-05, which is an update to Topic 220, Comprehensive Income. This update eliminates the option of presenting the components of other comprehensive income as part of the statement of changes in stockholders equity, requires consecutive presentation of the statement of net income and other comprehensive income and requires reclassification adjustments from other comprehensive income to net income to be shown on the financial statements. ASU 2011-05 is effective for all interim and annual reporting periods beginning after December 15, 2011. The Company does not expect the adoption of this guidance to have a material impact on its financial position or results of operations.
10
SINO WISH LIMITED
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
NOTE 3 PROPERTY AND EQUIPMENT
Property and equipment of the Company consist primarily of restaurant facilities and equipment owned and operated by the Company. Property and equipment as of December 31, 2011 and March 31, 2011 are summarized as follows:
| December 31, 2011 |
| March 31, 2011 | ||
| (Unaudited) |
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Furniture & equipment |
| $ 22,626 |
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| $ 22,263 |
Leasehold improvement |
| 27,216 |
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| 27,147 |
Computer equipment |
| 7,651 |
|
| 7,651 |
|
| - |
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| - |
Total |
| 57,493 |
|
| 57,061 |
Accumulated depreciation and amortization |
| (15,221) |
|
| (8,865) |
Balance |
| $ 42,272 |
|
| $ 48,196 |
Depreciation and amortization expense for the nine months ended December 31, 2011 and 2010 were $6,347 and $6,114, respectively.
NOTE 4 SECURITY DEPOSITS AND PREPAYMENTS
Security deposits mainly consist of rental and management fee security deposits, electricity and water meter deposits for company owned restaurant. Security and deposits as of December 31, 2011 and March 31, 2011 are summarized as follows:
| December 31, 2011 |
| March 31, 2011 | ||
| (unaudited) |
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Rental and management fee security deposit |
| $ 54,520 |
|
| $ 54,306 |
Electricity and gas deposit |
| 5,795 |
|
| 5,778 |
Water deposit |
| 770 |
|
| 770 |
Food supplies and other deposits |
| 2,665 |
|
| 1,002 |
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| $ 63,750 |
|
| $ 61,856 |
NOTE 5 COST OF GOODS SOLD
Cost of goods sold consists of finished goods including food and beverage materials and products for the catering services sold by the company-owned restaurant and exclusive of depreciation expenses which are shown separately under Note 6 Operating Expenses.
11
SINO WISH LIMITED
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
NOTE 6 OPERATING EXPENSES
Operating expenses consist of the following for the nine months ended December 31, 2011 and 2010.
| Nine months ended December 31, 2011 |
| Nine months ended December 31, 2010 | ||
| (Unaudited) |
| (Unaudited) | ||
Staff costs |
| $ 96,391 |
|
| $ 104,033 |
Property rent, rate and management fee |
| 82,715 |
|
| 81,806 |
Electricity and utilities |
| 15,360 |
|
| 16,540 |
Depreciation |
| 6,347 |
|
| 6,114 |
Others |
| 36,158 |
|
| 36,470 |
Total |
| $ 236,971 |
|
| $ 244,963 |
NOTE 7 FRANCHISE ARRANGEMENTS
Franchise arrangements are pursuant to franchise agreements entered by the Company as the franchisee and Hippo Lace Limited (HLL) as the franchisor. The Agreements require payment of franchise fees on anniversary basis and continuing monthly management fee base upon a percent of franchisees net income after tax to HLL throughout the term of franchise. Under this arrangement, a franchise agreement was entered in March 2010 in which the Company is granted the right to operate a café bistro using the brand name Caffe Kenon for a term of 3 years from March 1, 2010. Franchise fee expenses on the use of the license of the brand name and trademark Caffe Kenon is recorded upon the granting of the non-exclusive rights by HLL as the fee is non-refundable to and non-cancellable by the Company.
The franchisee pays related occupancy costs including rent, property management fee and government rent and rates, insurance and maintenance for their owned restaurant. Franchisor has no obligation to any legal consequences arose from what the franchisee assumed.
The franchisee have the right to renew for one additional term equal to the initial term granted under Franchisors franchise agreement after expiration of the initial term provided that franchisee has, during the term of the agreement, substantially complied with all its provisions. Franchisee must pay franchisor, three months prior to the date of renewal, a renewal fee to be agreed between franchisor and the franchisee.
Future minimum franchise fee payments due from the Company under existing franchise arrangements are:
| As of December 31, 2011 |
| As of March 31, 2011 | ||
| (unaudited) |
| (unaudited) | ||
2012 |
| $ - |
|
| $ 10,272 |
2013 |
| 10,272 |
|
| 10,272 |
Total |
| $ 10,272 |
|
| $ 20,544 |
12
SINO WISH LIMITED
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
NOTE 8 OTHER INCOME
Other income mainly represented the tips income from customers.
NOTE 9 INCOME TAX
The Company is subject to income tax on income derived from the tax jurisdictions in which it operates.
The Company has not provided for income tax as the amount involved is immaterial. Substantially all of the Companys income before income tax expenses is generated in Hong Kong.
A reconciliation of the expected income tax expenses or credit (based on HK income tax rate) to the actual income tax expenses or credit is as follows:
| Nine months ended December 31, 2011 (Unaudited) | Nine months ended December 31, 2010 (Unaudited) | ||
Income /(loss) before tax |
| $ 13,273 |
| $ (50,548) |
HK income tax rate |
| 16.5% |
| 16.5% |
Expected income tax expenses /(credit) calculated at HK income tax rate |
| 2,190 |
| (8,340) |
Utilization of tax loss |
| (2,190) |
| - |
Deferred tax asset not recognized |
| - |
| 8,340 |
Actual income tax expenses/(credit) |
| $ - |
| $ - |
The Company's income tax provision in respect of operations in Hong Kong is calculated at the applicable tax rates on the estimated assessable profits for the year based on existing legislation, interpretations and practices in respect thereof. The standard tax rate applicable to the Company was 16.5%. No deferred tax liability or asset has been provided as the Company has taxable loss brought forward from March 31, 2011 and the Companys future taxable income stream is uncertain.
13
SINO WISH LIMITED
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
NOTE 10 OPERATING LEASE COMMITMENTS
The Company entered into a rent agreement on March 1, 2010 to lease premises for operation of our Company-owned restaurant for a term of 6 years at a monthly rental rate of $7,475 for the first three years and at prevailing market rate for the last three years.
As of December 31, 2011 and March 31, 2011, the total future minimum lease payments under non-cancellable operating lease in respect of leased premises are payable as follows:-
December 31, 2011 (Unaudited) | March 31, 2011 (Unaudited) | |||
Year ended March 31, |
|
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2012 |
| $ 22,425 |
| $ 89,700 |
2013 |
| 82,225 |
| 82,225 |
Total |
| $ 104,650 |
| $ 171,925 |
NOTE 11 RELATED PARTY TRANSACTIONS
Balance with related party | December 31, 2011 (Unaudited) |
| March 31, 2011 (Unaudited) | |
Stockholders loan: |
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|
|
|
- Vivian Choi, stockholder (Choi) |
| $ 101,382 |
| $ 151,862 |
|
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The stockholders loan mainly represents the loan advance to the Company by Choi to support the operational expenses and working capital. This loan agreement was entered by the Company and Choi on November 26, 2009 (date of inception) for a term of five years. The advance is unsecured, non-interest bearing and repayable on November 25, 2014.
NOTE 12 CERTAIN RISK AND CONCENTRATION
Credit risk
As of December 31, 2011 and March 31, 2011, substantially all of the Companys cash included bank deposits in accounts maintained within Hong Kong, the Company has not experienced any losses in such accounts and believes it is not exposed to any significant risks on its cash in bank accounts.
There were no significant customers or vendors which accounts for 10% or more of the Companys revenues or purchases during the periods presented.
14
SINO WISH LIMITED
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
NOTE 13 SUBSEQUENT EVENT
On March 29, 2012, the Company, its sole shareholder Ms. Vivian Choi and Studio II Brands, INC (Studio II) through its wholly-owned subsidiary, Hippo Lace Limited (HLL), entered into Stock Purchase Agreement whereby Studio II agreed to issue 2,938,492 shares of the common stock to Ms. Vivian Chow to acquire all of the issued and outstanding shares of common stock of the Company. Upon consummation of the transaction, Studio II would become the ultimate holding entity of the Company. The issuance of Studio IIs shares for the stock purchase transaction was a private placement transaction, and the shares issued in the stock purchase transaction were not registered under the Securities Act of 1933, in reliance upon exemptions from registration provided by Section 4(2) of the Securities Act and by Regulation S promulgated under the Securities Act. Accordingly, all Studio IIs shares issued in the stock purchase transaction will constitute restricted securities as defined in Rule 144 under the Securities Act of 1933.
15