Business Acquisition

12 Months Ended

10 Months Ended

Mar. 31, 2012

Studio II Brands, Inc. (Successor)

Feb. 09, 2011

Hippo Lace Limited (Predecessor)

Business Acquisition:

Business Acquisition

NOTE 4 BUSINESS ACQUISITION

On March 29, 2012, the Company entered into and consummated a Stock Purchase Agreement with Sino Wish and Ms. Vivian Choi (“Vivian”), the sole shareholder of Sino Wish to (i) acquire Vivian’s 100% interests of Sino Wish incorporated and domiciled in Hong Kong as a Company’s franchisee to operate Caffé Kenon restaurant at Tai Yau Plaza, Hong Kong, and (ii) pay off the stockholder’s loan from Vivian to HLL. The purchase price for the acquisition of Sino Wish was a total of $280,000, and was determined through arm’s length negotiation.  A total of $191,002 was paid through issuance to the seller of a total of 2,938,742 shares of common stock of the Registrant valued at $0.065 per share.  Such shares are restricted securities as defined in Rule 144 under the Securities Act of 1933.  The balance of the purchase price in the amount of $88,998 is payable through the agreement of HLL to assume and pay the outstanding balance of a shareholder loan owed by Sino Wish to the seller.   The shareholder loan assumed by HLL is due and payable, without interest, in four equal quarterly installments, with payments due as of the last day of each calendar quarter following the Closing Date hereunder, with the first such installment due on or before June 30, 2012, and with the entire unpaid balance due on or before March 31, 2013.  HLL or its designees may also prepay the shareholder loan in whole or in part at any time during the fiscal year from April 1 2012 to March 31, 2013.

Closing of the exchange transaction under the terms of the above-mentioned Exchange Agreement was completed on March 29, 2012.  As a result of closing of the stock purchase transaction, the Company acquired Sino Wish which became wholly-owned subsidiaries of the Company and consolidates Sino Wish as of March 29, 2012 in accordance with ASC 810.

In conjunction with the acquisition, the Company issued 2,938,742 shares of its common stock to Vivian as consideration (i) to acquire all of the issued and outstanding shares of Sino Wish owned by Vivian valued at $191,002 or approximately $0.065 per share, and (ii) to pay off the outstanding shareholder loan amounting to $88,998 owed to Vivian by Sino Wish.  Accordingly, after completion of the transaction described above, the outstanding shareholder loan in the amount of $88,998 was owed by Sino Wish to the Company or its designee.  As a result of the issuance of common stock under the Stock Purchase Agreement, the Company has a total of 14,838,018 shares of its common stock issued and outstanding, of which 11,899,276 shares, or approximately 80.2%, are owned by previously existing shareholders of the Company, with the balance of 2,938,742 shares, or approximately 19.8%, are owned by Vivian.

The fair values of the assets acquired and liabilities assumed at the date of acquisition as determined in accordance with ASC 805, and the purchase price allocation at the date of acquisition, were as follows:

Consideration:
Equity instruments (2,938,742 common stock of the Company)			$  191,002
Cash acquired			(7,724)
Consideration, net of cash acquired			$   183,278
Allocated to:
	Inventory		4,571
	Due from related parties		103,128
	Security deposit		63,848
	Property and equipment		40,125
	Accounts payable and accrued expenses		(74,942)
	Due to related party		(15,297)
	Stockholder’s loan payable		(193,964)
		Net tangible liabilities	$  (72,530)

Value of excess of purchase price over net liabilities
	Acquired allocated to:
		Goodwill	$   255,808

NOTE 3 BUSINESS ACQUISITION

In February 2010, the Company entered into a sale and purchase agreement with Sizegenic Holdings Limited, a BVI corporation, to acquire its wholly owned subsidiary, (“Legend Sun”). Pursuant to the sale and purchase agreement, the Company agreed to pay total consideration of $182,982 (approximate HK$1,425,024) in exchange for 100% ownership of Legend Sun. Legend Sun is a Hong Kong company and it principally engages in provision of catering services in Hong Kong.  Pursuant to a Supplementary Agreement to the sale and purchase agreement, the consideration of 182,982 was (i) to acquire all of the issued and outstanding shares of Legend Sun owned by Sizegenic, and (ii) to pay off the outstanding shareholder loan owed to Sizegenic by Legend Sun.  Cheung Ming is the sole shareholder of Sizegenic.    There was no relationship between Gu Yao and Sizegenic or Cheung Ming prior to the sale of Legend Sun. The fair values of the assets acquired and liabilities assumed at the date of acquisition as determined in accordance with ASC 805, and the purchase price allocation at the date of acquisition, were as follows:

Consideration paid:
Cash paid			$     182,982
Cash acquired			(5,417)
Cash paid, net of cash acquired			177,565
Allocated to:
	Inventory		$         5,201
	Due from related party		10,272
	Other receivable and prepaid expenses		9,651
	Security deposit		40,960
	Property and equipment		124,834
	Accounts payable		(7,561)
	Accrued expenses		(7,535)
	Due to related party		(30,817)
	Stockholder’s loan payable to Sizegenic		(86,198)
		Net tangible assets	$      58,807
Value of excess of purchase price over net assets
	Acquired allocated to:
		Goodwill	$     118,758