Attached files

file filename
EX-32.1 - CERTIFICATION - GBS Enterprises Incexhibit32-1.htm
EX-31.1 - CERTIFICATION - GBS Enterprises Incexhibit31-1.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

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

For the fiscal year ended March 31, 2010

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

Commission file number:

SWAV ENTERPRISES LTD.
(Name of small business issuer in its charter)

Nevada   N/A
(State or other jurisdiction of incorporation or organization)   (I.R.S. Employer Identification No.)

Otto-Spesshardt-Str. 16
Eisenach 99817, Germany
(Address of principal executive offices)

+49 369 188 7600
Issuer’s telephone number

Securities registered under Section 12(b) of the Exchange Act:

None   N/A
Title of each class   Name of each exchange on which registered

Securities registered under Section 12(g) of the Exchange Act:

Common Stock, $0.001 par value
(Title of class)

i


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

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

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

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405) is not contained herein, and will not 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-K or any amendment to this Form 10-K. [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange ct. (Check one):

Large accelerated filer  [   ]
Accelerated filer [   ]
Non-accelerated filer  [   ]
Smaller reporting company [X]

(Do not check if a smaller reporting company)

Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
Yes [ ] No [X]

As of March 31, 2010, 12,234,670 shares of the Company's $.0001 par value common stock were issued and outstanding.

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter. $383,086 as of September 30, 2009.

DOCUMENTS INCORPORATED BY REFERENCE

None

ii


TABLE OF CONTENTS

    Page
PART I   1
Item 1 Description of Business 1
Item 1A Risk Factors 7
Item 1B Unresolved Staff Comments 7
Item 2 Properties 7
Item 3 Legal Proceedings 8
     
PART II   8
Item 5 Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 8
Item 6 Selected Financial Data 9
Item 7 Management's Discussion and Analysis of Financial Condition and Results of Operations 9
Item 7A Quantitative and Qualitative Disclosure about Market Risk 11
Item 8 Financial Statements and Supplementary Data 11
Item 9 Change In and Disagreements with Accountants on Accounting and Financial Disclosure 12
Item 9A(T) Controls and Procedures 12
Item 9B Other Information 12
PART III 12
Item 10 Directors, Executive Officers and Corporate Governance 12
Item 11 Executive Compensation 17
Item 12 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 19
Item 13 Certain Relationships and Related Transactions, and Director Independence 19
Item 14 Principal Accountant Fees and Services 20
PART IV   21
Item 15 Exhibits, Financial Statement Schedules 21
  Signatures 22

iii


PART I

Item 1. Description of Business

Forward Looking Statements

This annual report contains forward-looking statements which relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expect”, “plan”, “anticipate”, “believe”, “estimate”, “predict”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled “Risk Factors” on page 14, that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results. The safe harbor for forward-looking statements provided in the Private Securities Litigation Reform Act of 1995 does not apply to this annual report.

General

We were incorporated on March 20, 2007, in the State of Nevada. On April 1, 2007, we acquired SWAV Holdings Inc. of Calgary, Alberta. SWAV Holdings is an importer and wholesaler of Chinese manufactured goods. SWAV Holdings was incorporated in the Province of Alberta, Canada in March 1999. On April 1, 2007, we acquired all of the issued and outstanding share capital of SWAV Holdings by completing two share exchange agreements with then shareholders of SWAV Holdings. Pursuant to the share exchange agreements, the then shareholders of SWAV Holdings exchanged all of their common shares in SWAV Holdings with 8,900,000 common shares of our company on April 1, 2007.

Corporate Background

SWAV Holdings initially imported a variety of goods from China and wholesaled them in the Calgary area. Early products included: various promotional gift products, women’s clothing, ballroom dancing shoes, and women’s fashion accessories. SWAV Holdings then began focusing on personalized promotional products. This enabled the company to fill numerous orders for goods such as: tailored pens, promotional key chains, business card holders, and even political paraphernalia. Clients included local accounting firms, auto dealerships, restaurants, and regional politicians. During 2007, SWAV Holdings recognized an opportunity in the furniture market due to strong housing activities in Alberta. SWAV Holdings decided to expand its business to take advantage of this growth. During 2009, SWAV imported various types for tiles for home improvement use. Most of the clients are from Calgary and the surrounding areas.

In addition, because our President and Chief Executive Officer, Pui Shan Lam, has traveled frequently to China and has become generally familiar with doing business with Chinese businesses, we have provided consulting services to other companies in Canada who wish to carry out various projects in China.

1


Carlyle Gaming Limited

As previously reported by the Company on a Form 8-K filed with the SEC on September 21, 2009 and on a Form 8-K filed with the SEC on December 22, 2009, on September 21, 2009, the Company entered into a Share Transaction Purchase Agreement (the "Transaction Agreement") with Carlyle Gaming Limited, a Canadian company ("Carlyle"), pursuant to which the Company issued 100 shares of SWAV common stock to Carlyle in consideration for 100% of the issued and outstanding shares of common stock of Carlyle. As a result of the transaction (the "Transaction"), Carlyle became a wholly-owned subsidiary of the Company. Mr. Sandy J. Masselli, Jr. owns 100% of Carlyle.

Simultaneously with the execution and delivery of the Transaction Agreement, the Selling Stockholders named in that certain Stock Purchase Agreement, dated September 21, 2009 (the "Stock Purchase Agreement), sold an aggregate of 10,399,470 shares of their common stock of the Company to Mr. Masselli, representing approximately 85% of the issued and outstanding shares of common stock of the Company, for an aggregate purchase price of $300,000.

Due to the nonpayment of the $300,000 owed the Selling Stockholders by Mr. Masselli pursuant to the Stock Purchase Agreement, on December 22, 2009, the Selling Stockholders unwound the above transactions.

On December 22, 2009, Mr. Masselli was dismissed as the Chief Executive Officer and director of the Company and Pui Shan Lam and Vanleo Y.W. Fung resumed their former positions with the Company prior to the Transaction. Pui Shan Lam serves served as the President, Chief Executive Officer and Director of the Company and Vanleo Y.W. Fung serves as the Chief Financial Officer, Secretary and Director of the Company.

SUBSEQUENT EVENTS:

Lotus Holdings Limited

As previously reported on a Form 8-K filed on April 26, 2010 and as amended on May 7, 2010 and July 12, 2010, on April 26, 2010, the Company entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) with Lotus Holdings Limited (“Lotus”) pursuant to which the Company issued an aggregate of 2,265,240 shares of SWAV’s common stock to Lotus in consideration for 100% of certain assets of the Lotus (the “Acquisition”).

Lotus is a holding company specializing in software technology and training services, particularly in the areas of advanced software development tools, innovative point-of-care electronic health record (EHR) software, and sales training.

Simultaneously with the consummation of the Acquisition, the Selling Stockholders named in those certain Stock Purchase Agreements, dated April 26, 2010, sold an aggregate of 11,984,770 shares of their common stock of the Company for an aggregate purchase price of $370,000.

Also, on April 26, 2010, the Company consummated the sale of 100% of SWAV Holdings, Inc., a wholly-owned subsidiary of the Company, to Pui Shan Lam, the Chief Executive Officer and Director of the Company, pursuant to a Subsidiary Stock Purchase Agreement, dated April 26, 2010, for a purchase price of $100.

List of Lotus’ Assets Acquired by SWAV

Asset Business Percentage Transferred
Tool Box Assets IPR’s
- Software development tools
- Social media software
Customer base
100%
“Bones” Assets IPR’s
- Software for HealthCare
- Medical/HealthCare database
Contracts
100%
OUTPUT! Ltd Adult Education/Training
- Sales
- Marketing
Customer base
Contracts
100%

2



The following is a description of the Lotus assets purchased by SWAV:

Tool Box Assets

1. Carousel
Visual image rendering plug-in for Notes 8+. Modeled on iTunes.
   
Written in: Eclipse SWT
Component assets: Java animation, dynamic image manipulation
  Implementing customers: None
   
2. Alpheus
Mail file analyzer/replication manager
   
Written in: Lotusscript
Component assets: Cross-replica analyzer, Mail file contents analyzer
  Implementing customers: PGA Tour, Bay Area Hospital
   
3. Squawk™ Lightweight Social Networking Solution
Domino micro-blogging system
   
Written in: Java/Xpages
Component assets: “Wingman” concept, dynamic charting, digest-based data model, branding, forced UNIDs
  Implementing customers: None
   
Squawk™ is the revolutionary lightweight social networking solution. Like Twitter™ for the enterprise, it is a simple, yet incredibly powerful collaboration solution. Based on Lotus Domino Xpages technology, it is easy to deploy, highly scalable, and integrated with the rest of the Lotus portfolio, including Domino, Quickr, Connections, Sametime, and Websphere Portal.
   
Often referred to as micro-blogging, the purpose of Squawk™ is to share knowledge and collaborate in a community with similar interests in near real-time. Squawk™ has the brevity and immediacy of instant messaging with the value of continuity and open collaboration.
   
Squawk™ can be installed in your environment in just seconds, or it is available as a web service that can be integrated with and even embedded into your existing applications. Since it is based on Lotus Domino, the application can be replicated to multiple servers and synchronized or even clustered for distributed processing and high availability supporting tens of thousands of users.

3


The business value of Squawk:

    • Lets key individuals, such as C-level executives, easily post short, meaningful updates and maintain a connection to their employees.
    • Facilitates connections between employees who don’t know each other and the adoption of other business social networking technologies.
    • Individuals can post ideas and get both immediate and compound feedback.
    • Identify key subject matter experts to build powerful teams, committees, or communities of interest.
    • Attract and retain talent. The younger workforce expects these tools.
    • Use Squawk™ in conjunction with live presentations to gather instant feedback from participants and provide a transcript of the interactions.
    • Provides a mechanism for internal marketing or R&D and feedback.
    • Allows for employee self-service support.
    • Reduces communications costs.

Key Features:

Squawking: Post a short statement about what you are doing, a question you have, a topic you want to discuss, or a response to any of the above.
Profile Integration: Maintain and share information about yourself that is relevant to the community.
My Replies: Track responses to your squawks.
My Flock: Filter squawks to the individuals that you want to follow.
Polling: Post a question and allow other users to vote for or against it, then view real-time responses in a live chart, or track more detailed responses over time.
Knowledge Discovery: Filter or search squawks for past or current topics and find subject matter experts based on key words.
Portability: Most Squawk™ features can be embedded into other collaborative applications, such as blogs or discussions, or easily accessed from mobile devices.
Hosted Service: Squawk™ can be installed inside your firewall or easily integrated into your organization as a hosted service.
Bidding: Post an item and allow other users to respond with a specific format, such as a bid on an item, then report on progress and a final result, such as a progressive bid, the current leader, and an eventual winner.
Squawk Live™: Integrates with Lotus Sametime to provide presence awareness, instant messaging, group chat, and instant meeting capabilities.

Pricing:
Up to 30 users: $999 + $10 for each additional user. OR
$5,000 per server cluster for unlimited users. OR
As little as $1 per user per month hosted.

4.Blueprint

Notes client application framework

Written in: Lotusscript
Component assets: Dynamic interface construction, dynamic validation engine, abstract workflow engine, dynamic data modeling engine, DXL/CSS compatible design element structure, rules-based view constructor

4



5. Crowded Wisdom™ Engage. Envision. Empower.™
  Social decision engine/Social link tracker

Written in: Xpages
Component assets: Stack ranking model, Dual-axis evaluation, Branding, Write-Behind Cache, Reputation scoring, Q&A rating engine, Link tracking

Crowded Wisdom™ is a social idea management and business decision support solution. Featuring a sophisticated Web 2.0 interface, Crowded Wisdom allows employees, customers, vendors and partners to share ideas that can then be quickly and easily evaluated on multiple criteria by the defined community. Ideas can be contributed by anyone at any time, and become immediately available for other users to add to their personal Wishlist.

But the wisdom of crowds doesn't end there. Participants can organize their wishlists by ranking and rating ideas with simple drag & drop gestures. By sorting ideas in order of priority, users can express not simply that they like an idea, but where they rank it among other ideas they like. They can also rate ideas independent of their ranking, creating a deeper understanding of priorities and preferences. Site administrators can group ideas together into Scorecards, which are then made available to crowd participants. Scorecards can be limited to a preset collection of ideas, or be open-ended. Once participants have submitted their scores, administrators can see rankings and ratings for all the ideas. Administrators can also assign weighting values to participants, which will differentiate their scoring, allowing key customers and users to have a stronger voice.

For example, imagine you are a major fast food chain and want to seek ideas from your customer base about what products or services to offer. You could start by having an open collection of ideas, letting people feed off of and rate each other's ideas, building a loyal community of interest. Then you can create a targeted Scorecard of the highest rated ideas that are actually feasible and publish that to the community to prioritize and rate ideas AGAINST each other, giving you valuable market intelligence about what changes you could make that would have the highest impact to your community. That is the power of Crowded Wisdom.

Built on the latest Domino technology, Crowded Wisdom™ can be deployed and managed on one server or across multiple clustered servers in just minutes, and can be easily integrated into other web applications for maximum exposure and business value.

Pricing:
Up to 25 users: $999 + $12 for each additional user.
OR $10,000 per server cluster for unlimited users.
OR $3 to $5 per user per month hosted.

6. TruePresence™ Unified Communications & Collaboration
  UC2 for Foundations

Written in: Java
Component assets: Asterisk dial plan assembler, SIP presence tracking, Sametime click-to-call plugin, Sametime Bluetooth binding plugin
Implementing customers: None

TruePresence™ PBX: No need to implement a separate and expensive phone system. Just plug in the appliance or install the software on your existing server hardware, configure it for your network, and plug in the IP phones of your choice (and/or softphones), and you have an advanced phone system with all the features you would expect and no recurring annual fees.

5


IBM Lotus Sametime Real-time Collaboration: The TruePresence™ appliance includes an integrated Sametime server with enterprise instant messaging and public chat network interoperability, VoIP services, mobile access, video chats, and web conferencing capabilities all with the security features required for business use. The Sametime Chat client is an extensible application platform that exposes all of these services and runs on Windows, Macintosh, and even Linux desktops. But many of these features can also be easily accessed from everyday applications such as Lotus Notes, Symphony, Quickr, Websphere Portal, Microsoft Office, Sharepoint, Microsoft Outlook, web browsers, and even mobile devices. TruePresence™ for Sametime adds the powerful integration to truly unify your communications and collaboration solutions. Features such as Phone Status Awareness (e.g., "on the phone"), Instant Phone Conference Bridge from Sametime, Instant Web Meetings with Integrated Telephony Services.

Strong security with content and identity control: The Lotus Sametime Instant Messaging server can be connected to public instant messaging networks such as AOL, Yahoo!, and GoogleTalk, allowing you to control your users' identities, log all activity, and encrypt confidential communications rather than have a “free-for-all” of unsecured public tools.

IP Telephony Integration: TruePresence™ for Sametime can be used with the TruePresence™ PBX or customized to work with your telephony system of choice.

TruePresence™ Ultimate Small Business Server: This all-in-one solution based on Lotus Foundations™ includes all of the TruePresence™ features on a secure Linux-based server with email, collaborative applications, instant messaging, IP telephony PBX, directory, file & print services, firewall, anti-virus, anti- spam, integrated backup, automatic updates, autonomic recovery, and remote access.

The business value of UCC

    • Streamline business processes to improve productivity and reduce costs.
    • Empower employees to improve responsiveness to boost customer satisfaction and loyalty.
    • Fast access to subject matter experts without having to know who they are.
    • Lay a scalable, adaptable foundation for added functionality.
    • Gain control over the unmanaged use of public networks.
    • Provide multiple communications options in the context of their regular activities.
    • Lower telephony and travel costs.

Pricing:
As low as $490 for first 10 users + $49 for each additional user. OR
$3 to $5 per user per month hosted.

7. Envoy
  DXL-based version tracking/control/assembler

Written in: Lotusscript
Component assets: DXL assembler, version mapper, CSS style applier, Domino source searching Provides change tracking, rollback, dependency checking, compliance monitoring and automated test builds for Notes/Domino applications. Currently in beta as part of our Beyond the Cloud ™ hosting service.

6


“Bones” Health Care

‘Bones’ Health Care is a electronic health recording (EHR) technology designed to be used at point-of-care, such as a hospital, clinic, or physician’s office. Based around a sophisticated touch sensitive interface, it allows the patient and physician to securely enter data (HIPPA / CCHIT compliant), interact with patient history information, and various data bases (such as prescription drug information) and in parallel, will automatically codes and bills the encounter to the appropriate insurance provider. ‘Bones’ provides a multitude of advantages including increasing physician efficiency, and where the product is a self contained technology, it reduces or eliminates the need for IT support.

OUTPUT! Ltd.

OUTPUT! Ltd (Professional Trainers for Sales) provides uniquely customized sales, negotiation, CRM utilization, customer care and sales management training to companies and individuals across the U.S. and the EU to help sales organizations become more productive in their sales communication with their customers. Through the quick & easy implementation of our unique sales methodology and systems, we help our clients’ entire sales staff to increase sales effectiveness which has proven to increase top line revenue while lowering costs and increasing margins. OUTPUT! focuses on Telecommunications, Telemarketing and Software Sales Organizations. OUTPUT! is currently working with 65 customers in Europe and the US.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officer; Compensatory Arrangements of Certain Officers.

Upon the consummation of the Acquisition, Pui Shan Lam and Vanleo Y.W. Fung resigned from their respective positions with the Company, effective immediately. Prior to her resignation, Pui Shan Lam had served as the President, Chief Executive Officer and Director of the Company. Prior to his resignation, Vanleo Y.W. Fung had served as the Chief Financial Officer, Secretary and Director of the Company. There were no disagreements on any matter relating to the Company’s operations, policies or practices nor was the director removed for cause from the Board of Directors.

Effective on the closing of the Acquisition, the Company’s directors appointed Joerg Ott to serve as the sole director of the Company and to serve as the Chief Executive Officer of the Company. Mr. Ott does not have a familial relationship with any director or executive officer of the Company.

Directors hold office until the next annual meeting of the stockholders or until their successors have been elected and qualified. The officers of the Company are appointed by the board of directors and hold office until their death, resignation or removal from office.

Item 1A. Risk Factors

N/A

Item 1B. Unresolved Staff Comments

None

Item 2. Description of Properties

Executive Offices

Our executive and head office is located at Otto-Spesshardt-Str. 16 Eisenach 99817, Germany.

7



Item 3. Legal Proceedings  
   
None.  

PART II

Item 5. Market for Common Equity and Related Stockholder Matters

Market Information

     Our common stock is traded on the OTC Bulletin Board under the symbol “SWAV.” Trading of our common stock has been limited and sporadic. The following table reflects the sporadic trades of our common stock since September 5, 2008. The quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions.

Date Open Day Low Day High Close Volume
9/5/2008 0.02 0.02 0.02 0.02 40,000
9/16/2008 0.05 0.05 0.05 0.05 5,000
10/6/2008 0.05 0.05 0.05 0.05 5,000
10/10/2008 0.06 0.06 0.06 0.06 65,000
5/4/2010 0.06 0.06 0.06 0.06 15,000

Transfer Agent

     Our transfer agent is Action Stock Transfer, 7069 South Highland Drive, Salt Lake City, UT 84121; Phone: 801-274-1088; Fax: 801-274-1099.

Holders

     As of July 14, 2010, there were 62 holders of record of our common and preferred stock.

Dividends

     We have not declared or paid cash dividends or made distributions in the past, and we do not anticipate that we will pay cash dividends or make distributions in the foreseeable future. We currently intend to retain any future earnings to finance our operations.

Common Stock

     We are authorized to issue 25,000,000 shares of $0.001 par value common stock of which 12,234,670 shares were issued and outstanding as of March 31, 2010. Holders of common stock are entitled to one vote per share on each matter submitted to a vote at any meeting of stockholders. Shares of common stock do not carry cumulative voting rights and, therefore, holders of a majority of the outstanding shares of common stock will be able to elect the entire board of directors, and, if they do so, minority stockholders would not be able to elect any members to the board of directors. Our board of directors has authority, without action by the stockholders, to issue all or any portion of the authorized but unissued shares of common stock, which would reduce the percentage ownership of the stockholders and which may dilute the book value of the common stock.

8


     Stockholders have no pre-emptive rights to acquire additional shares of common stock. The common stock is not subject to redemption and carries no subscription or conversion rights. In the event of liquidation, the shares of common stock are entitled to share equally in corporate assets after satisfaction of all liabilities. The shares of common stock, when issued, will be fully paid and non-assessable.

     Holders of common stock are entitled to receive dividends as the board of directors may from time to time declare out of funds legally available for the payment of dividends. We have not paid dividends on common stock and do not anticipate that it will pay dividends in the foreseeable future.

Item 6. Selected Financial Data.

Not applicable.

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

Overview

The following discussion should be read in conjunction with audited financial statements of our company and SWAV Holdings, our wholly owned subsidiary, and unaudited consolidated financial statements of our company and the related notes that appear elsewhere in this annual report.

The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this annual report, particularly in the section entitled “Risk Factors” beginning on page 14.

The audited financial statements of our company and SWAV Holdings and our unaudited consolidated financial statements are stated in U.S. dollars and are prepared in accordance with United States generally accepted accounting principles.

Results of Operations

During year ended March 31, 2010, we generated $6,289 in sales revenue, compared to $16,459 generated in the year ended March 31, 2009. This revenue was generated from sales of products through direct client sales and an auction house in Calgary, Canada. The cost of sales for the year ended March 31, 2010 was $4,231 compared to $6,770 in the year ended March 31, 2009. The cost of sales included the total cost of purchased goods, transportation, import duty, custom tax, etc. for the goods purchased during the period. During the year ended March 31, 2010, we generated $7,587 in consulting revenue compared to $22,003 in the year ended March 31, 2009.

During year ended March 31, 2010, our selling expenses totaled $185, compared to $2,874 for the same period in the previous year. Our operating expenses in the year ended March 31, 2010 totaled $27,440, compared to $48,079 for the same period in the previous year. The operating expenses in the year ended March 31, 2010 included admin fees of $2,750, filing fees of $2,958, office and general expenses of $5,921, professional fees of $4,909, rent of $206, travel and promotion expenses of $7,946 and wages of $2,750. The operating expenses in the year ended March 31, 2009 included administration fees of $2,662, filing fees of $3,514, office and general expenses of $5,873, professional fees of $19,953, rent of $3,154, travel and promotion expenses of $1,996 and wages of $10,927.

9


We incurred a net loss of $17,980 for year ended March 31, 2010, compared to $19,261 for the year ended March 31, 2009.

Liquidity and Capital Resources

As of March 31, 2010, we had working capital deficit of $32,708. As of March 31, 2010, our total current assets were $5,861, which consist of cash and cash equivalents of $507, accounts receivable of $744, inventory of $4,610, and our total current liabilities were $38,569.

Management believes that our company’s cash will not be sufficient to meet our working capital requirements for the next twelve month period. Should this prove to be the case, our company plans to raise the capital required to satisfy our immediate short-term needs and additional capital required to meet our estimated funding requirements for the next twelve months primarily through the private placement of our equity securities. There is no assurance that our company will be able to obtain further funds required for our continued working capital requirements.

There is substantial doubt about our ability to continue as a going concern as the continuation of our business is dependent upon the continued financial support from our shareholders, our ability to obtain necessary equity financing to continue operations, and achieving a profitable level of operations. The issuance of additional equity securities by us could result in a significant dilution in the equity interests of our current stockholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.

Due to the uncertainty of our ability to meet our current operating and capital expenses, in their report on our audited consolidated financial statements for the year ended March 31, 2010, our independent auditors included an explanatory paragraph regarding substantial doubt about our ability to continue as a going concern. Our financial statements contain additional note disclosures describing the circumstances that led to this disclosure by our independent auditors.

Critical Accounting Policies and Estimates

Financial Reporting Release No. 60 recommends that all companies include a discussion of critical accounting policies used in the preparation of their financial statements. The Securities and Exchange Commission (“SEC”) defines critical accounting policies as those that are, in management's view, most important to the portrayal of our financial condition and results of operations and those that require significant judgments and estimates.

The preparation of these financial statements requires our management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, as well as the disclosure of contingent assets and liabilities at the date of our financial statements. We base our estimates on historical experience, actuarial valuations and various other factors that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Some of those judgments can be subjective and complex and, consequently, actual results may differ from these estimates under different assumptions or conditions. While for any given estimate or assumption made by our management there may be other estimates or assumptions that are reasonable, we believe that, given the current facts and circumstances, it is unlikely that applying any such other reasonable estimate or assumption would materially impact the financial statements.

Accounts subject to significant accounting estimates are donated capital and valuation allowance for income taxes. Donated capital has been based on the estimated fair value that would have been paid to third parties to perform the services during the periods when no cash outlay was made for those services. The income tax valuation is based on the fact that the Company does not have a stable earnings history and has a significant accumulated deficit.

10


The accounting principles we utilized in preparing our financial statements conform in all material respects to generally accepted accounting principles in the United States of America.

Off-Balance Sheet Arrangements

As of March 31, 2010, we had no off-balance sheet arrangements, including any outstanding derivative financial statements, off-balance sheet guarantees, interest rate swap transactions or foreign currency contracts. We do not engage in trading activities involving non-exchange traded contracts.

Item 7A. Quantitative and Qualitative Disclosure About Market Risk.

Foreign currency translation

At March 31, 2010, the functional currency of the Company was Canadian dollars (“C$”). The Company 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.

For financial reporting purposes, the financial statements of the Subsidiary Company which are prepared using the functional currency have been translated into United States dollars. Assets and liabilities are translated at the exchange rates at the balance sheet dates and revenue and expenses are translated at the average exchange rates and stockholders’ equity is translated at historical exchange rates. Any translation adjustments resulting are not included in determining net income but are included in foreign exchange adjustment to other comprehensive income, a component of stockholders’ equity (deficit).

    2010     2009  
Year end C$ : US$ exchange rate   0.9846     0.7935  
Average yearly C$ : US$ exchange rate   0.9168     0.8872  

Item 8. Financial Statements and Supplementary Data

Our consolidated financial statements are stated in United States dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.

The following consolidated financial statements are filed as part of this annual report:

  • Report of Independent Registered Public Accounting Firm dated
  • Consolidated Balance Sheets as of March 31, 2010 and 2009
  • Consolidated Statements of Operations for the year ended March 31, 2010 and 2009
  • Consolidated Statements of Cash Flows for the year ended March 31, 2010 and 2009
  • Consolidated Statements of Stockholders’ Equity from for the year ended March 31, 2010 and 2009
  • Notes to the Consolidated Financial Statements.

11


K. R. MARGETSON LTD.

CHARTERED ACCOUNTANT

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 

To the Stockholders,
Swav Enterprises Ltd.:

We have audited the accompanying consolidated balance sheets of Swav Enterprises Ltd. as of March 31, 2010 and 2009 and the related consolidated statements of operations, stockholders' equity and cash flows for the years ended March 31, 2010 and 2009. These 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 audits in accordance with the standards of the Public Company Accounting Oversight Board (United States of America). Those standards require that we plan and perform an audit to obtain reasonable assurance 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 financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, these financial statements present fairly, in all material respects, the financial position of the Company as of March 31, 2010 and 2009 and the results of its operations and its cash flows for the years ended March 31, 2010 and 2009 in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared using accounting principles generally accepted in the Unites States of America assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has incurred continuing operating losses, which raises substantial doubt about its ability to continue as a going concern. Management’s plans in regard to their planned financing and other matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

North Vancouver, Canada   “K R. MARGETSON LTD.”
July 14,2010   Chartered Accountant
     
331 East 5th Street   Telephone: 604.929.0819
North Vancouver, BC V7L 1M1   Facsimile: 1.877.874.9583
CANADA   E-Mail: info@krmargetson.com

F-1


SWAV Enterprises Ltd.
CONSOLIDATED BALANCE SHEETS
As at March 31, 2010 and 2009

March 31,
2010
March 31,
2009
ASSETS              
 Current            
       Cash and cash equivalents $  507   $  944  
       Accounts receivable   744     -  
       Inventory – Note 2   4,610     2,959  
 Total Assets $  5,861   $  3,903  
             
LIABILITIES              
 Current            
       Accounts payable and accrued liabilities $  9,755   $  15,166  
       Due to related parties – Note 3   28,814     1,913  
 Total Liabilities   38,569     17,079  
             
Going Concern – Note 2            
             
STOCKHOLDERS' EQUITY              
 Capital Stock – Note 4            
     Authorized:
         25,000,000 common stock with a par value of $0.001
     Issued and outstanding
          12,234,670 common stock
12,235 12,235
 Additional paid in capital   155,795     155,795  
 Donated capital   41,422     38,672  
 Accumulated other comprehensive loss            
             
    (9,572 )   (5,270 )
 Accumulated deficit   (232,588 )   (214,608 )
 Total Stockholders' Equity   (32,708 )   (13,176 )
 Total Liabilities and Stockholders' Equity $  5,861   $  3,903  

See Accompanying Notes

F-2



SWAV Enterprises Ltd.
CONSOLIDATED STATEMENTS OF OPERATIONS  
For the years ended March 31, 2010 and 2009  

    For the year  
    ended March 31,  
    2010     2009  
             
Sales $  6,289   $  16,459  
             
Cost of sales   4,231     6,770  
             
Gross profit   2,058     9,689  
             
Consulting revenue   7,587     22,003  
             
Income before selling and operating expenses   9,645     31,692  
             
Selling expenses - sales commission   185     2,874  
             
Income (loss) before operating expenses   9,460     28,818  
             
Expenses            
     Administration fees   2,750     2,662  
     Filing fees   2,958     3,514  
     Office and general   5,921     5,873  
     Professional fees   4,909     19,953  
     Rent   206     3,154  
     Travel and promotion   7,946     1,996  
     Wages   2,750     10,927  
    (27,440 )   (48,079 )
Net income (loss) for period   (17,980 )   (19,261 )
             
Other comprehensive income            
     Foreign currency adjustment   (4,302 )   698  
             
Comprehensive income (loss) $  (22,282 ) $  (18,563 )
             
Basic and diluted income (loss) per share $  (0.001 ) $  (0.002 )
             
Weighted average number of shares outstanding   12,234,670     12,028,861  

See Accompanying Notes

F-3



SWAV Enterprises Ltd.
CONSOLIDATED STATEMENTS OF CASH FLOWS  
For the years ended March 31, 2010 and 2009  

    For the year  
    ended March 31,  
    2010     2009  
Operating activities            
             
     Net income (loss) for period $  (17,980 ) $  (19,261 )
     Non – cash expense – administration fee   2,750     2,662  
     Changes in non-cash working capital balances            
           Accounts receivable   (744 )   791  
           Inventory   (1,651 )   1,715  
           Accounts payable and accrued liabilities   (5,411 )   (236 )
             
     Net cash provided by (used in) operating activities   (23,036 )   (14,329 )
             
Financing Activities            
     Common share issued   -     25,040  
     Increase (decrease) in related party liability   26,901     (8,878 )
     Decrease (increase) in related party receivable   -     (2,959 )
     Loan payable   -     (4,865 )
             
     Net cash proved by Financing Activities   26,901     8,338  
             
Foreign exchange translation   (4,302 )   698  
             
             
Increase (decrease) in cash and cash equivalents during the period   (437 )   (5,293 )
Cash and cash equivalents, beginning of the period   944     6,237  
             
Cash and cash equivalents, end of the period $  507   $  944  
             
Supplemented disclosure of cash flow information:            
             
             
             
     Cash paid for:            
           Interest $  -   $  -  
           Income taxes $  -   $  -  

See Accompanying Notes

F-4



SWAV Enterprises Ltd.
CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIENCY  
For the years ended March 31, 2010 and 2009

                      Accumulated                    
                Additional     Other                    
    Common Stock     Paid in     Comprehensive     Donated     Accumulated        
    Shares     Amount     Capital     Income (Loss)     Capital     Deficit     Total  
Balance, March 31, 2008   11,400,000   $  11,400   $  131,590   $  (5,968 ) $  36,010   $  (195,347 ) $  (22,315 )
                                           
Issuance of shares for cash, December 31, 2008 834,670 835 24,205 - - - 25,040
                                           
Net Loss for the year ended March 31, 2009 - - - - 2,662 (19,261 ) (16,599 )
Other comprehensive income for the year ended March 31, 2009 - - - 698 - - 698
                                           
Balance, March 31, 2009   12,234,670     12,235     155,795     (5,270 )   38,672     (214,608 )   (13,176 )
                                           
Net Loss for the year ended March 31, 2010 - - - - 2,750 (17,980 ) (15,230 )
Other comprehensive loss for the year ended March 31, 2010 - - - (4,302 ) - - (4,302 )
                                           
Balance, March 31, 2010   12,234,670   $  12,235   $  155,795   $  (9,572 ) $  41,422   $  (232,588 ) $  (32,708 )

See Accompanying Notes

F-5



SWAV ENTERPRISES LTD.  
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS  
March 31, 2010  

NOTE 1 - OPERATIONS AND RESTRUCTURING

SWAV Enterprises Ltd. (the -” Company”) was incorporated in the State of Nevada on March 20, 2007 and did not have any operations until April 1, 2007. On that date, the Company completed an agreement to acquire 100% of the outstanding common shares of SWAV Holdings Inc. for an aggregate of 8,900,000 authorized but heretofore unissued shares of common stock, par value $.001 per share. For accounting purposes, the acquisition has been treated as a recapitalization of SWAV Holdings Inc. with SWAV Holdings Inc as the acquirer (reverse take-over). Accordingly, the accompanying consolidated financial statements reflect the historical financial statements of SWAV Holdings Inc., the accounting acquirer, as adjusted for the exchange of shares on its equity accounts, the inclusion of the net liabilities of the accounting subsidiary as of the date of the merger on their historical basis and the inclusion of the accounting subsidiary’s results of operations from that date. Although the Company is the legal acquirer, SWAV Holdings Inc. will be treated as having acquired the Company for accounting purposes and all of the operations reported represent the historical financial statements of SWAV Holdings Inc.

The Company provides management services and imports and wholesales Chinese manufactured goods.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

This summary of significant accounting policies is presented to assist in understanding the financial statements. The financial statements and notes are the representations of the Company’s management, who is responsible for their integrity and objectivity.

Basis of Presentation

The Company’s financial statements included herein are prepared under the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America. These consolidated financial statements include the Company’s wholly owned subsidiary, SWAV Holdings Inc, and 100% of its assets, liabilities and net income or loss. All intercompany accounts and transactions have been eliminated

Going concern

These financial statements have been prepared on the going concern basis, which presumes that the Company will continue operations for the foreseeable future and will be able to realize assets and discharge liabilities in the normal course of business. The Company has accumulated losses of $232,588 as at March 31, 2010 and has not generated sufficient cash flow from operations to fund its activities. There can be no assurance that a self-supporting level of operation will ever be achieved. Further, it requires additional capital in order to continue.

The continuation of the Company is dependent on its ability to obtain the necessary capital to achieve profitability and to meet the requirements, from time to time, of lenders, if any, who are willing to provide this financing. Management believes that its operations will generate additional funds and that it will be able to obtain additional capital primarily through the issue of shares and debt from outside investors and management.

These financial statements do not reflect the adjustments or reclassifications to the assets and liabilities which would be necessary if the Company was unable to continue its operations.

Cash and Cash Equivalents

For purposes of the Statement of Cash Flows, management considers liquid investments with an original maturity of three months or less to be cash equivalents. As at March 31, 2010 (and 2009), there were no cash equivalents. As at March 31, 2010 (and 2009), all cash amounts were deposited in accounts that were federally insured.

F-6



SWAV ENTERPRISES LTD.  
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS  
March 31, 2010  

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT'D.)

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The financial statements above reflect all of the costs of doing business.

Comprehensive Income (Loss)

The Company adopted Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 220, “Reporting Comprehensive Income”, which establishes standards for the reporting and display of comprehensive income and its components in the financial statements. Comprehensive income consists of net income and other gains and losses affecting stockholder's equity that are excluded from net income, such as unrealized gains and losses on investments available for sale, foreign currency translation gains and losses and minimum pension liability. Since inception, the Company’s other comprehensive income represents foreign currency translation adjustments.

Net Income per Common Share

FASB ASC 260 requires dual presentation of basic and diluted earnings per share (EPS) with a reconciliation of the numerator and denominator of the EPS computations. Basic earnings per share amounts are based on the weighted average shares of common stock outstanding. If applicable, diluted earnings per share would assume the conversion, exercise or issuance of all potential common stock instruments such as options, warrants and convertible securities, unless the effect is to reduce a loss or increase earnings per share. Diluted net income (loss) per share on the potential exercise of the equity-based financial instruments is not presented where anti-dilutive. There were no adjustments required to net income for the period presented in the computation of diluted earnings per share.

Financial Instruments

Fair Value

The fair value of financial instruments consisting of cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities and amounts due to related party were estimated to approximate their carrying values based on the short-term maturity of these instruments. Unless otherwise noted, it is management’s opinion that the Company is not exposed to significant interest or credit risks arising from these financial instruments.

Risks

Financial instruments that potentially subject the Company to credit risk consist principally of cash. Management does not believe the Company is exposed to significant credit risk. Management, as well, does not believe the Company is exposed to significant interest rate risks during the period presented in these financial statements.

F-7



SWAV ENTERPRISES LTD.  
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS  
March 31, 2010  
   

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT'D.)

Fair Value Measurements

The Company follows FASB ASC 820, Fair Value Measurements and Disclosures, for all financial instruments and non-financial instruments accounted for at fair value on a recurring basis. This new accounting standard establishes a single definition of fair value and a framework for measuring fair value, sets out a fair value hierarchy to be used to classify the source of information used in fair value measurement and expands disclosures about fair value measurements required under other accounting pronouncements. It does not change existing guidance as to whether or not an instrument is carried at fair value. The Company defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities, which are required to be recorded at fair value, the Company considers the principal or most advantageous market in which the Company would transact and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as inherent risk, transfer restrictions and credit risk.

The Company has adopted FASB ASC 825, Financial Instruments, which allows companies to choose to measure eligible financial instruments and certain other items at fair value that are not required to be measured at fair value. The Company has not elected the fair value option for any eligible financial instruments.

Currency risks

The Company incurs expenditures in Canadian dollars. Consequently, some assets and liabilities are exposed to Canadian dollar foreign currency fluctuations. As at December 31, 2009, cash, accounts receivable advances from related parties and accounts payable and accrued charges were all denominated in Canadian dollars.

Inventory and Costs of Goods Sold

The Company does not manufacture its own goods. The inventory and costs of goods sold include all direct costs incurred to acquire goods for sale, including original cost, duty and freight in. There are no warehousing costs.

Impairment of Long-Lived Assets

Impairment losses on long-lived assets, such intellectual assets, are recognized when events or changes in circumstances indicate that the undiscounted cash flows estimated to be generated by such assets are less than their carrying value and, accordingly, all or a portion of such carrying value may not be recoverable. Impairment losses are then measured by comparing the fair value of assets to their carrying amounts. No impairments of these types of assets were recognized during the period ended March 31, 2010.

Deferred Taxes

A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss-carry forwards.

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 asset will not be realized. Deferred tax assets and liabilities are adjusted for the effect of changes in tax laws and rates on the date of enactment

F-8



SWAV ENTERPRISES LTD.  
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS  
March 31, 2010  

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT'D.)

Revenue Recognition

The Company recognizes revenue when persuasive evidence of an arrangement exists, shipment has occurred or services rendered, the price is fixed or determinable and payment is reasonably assured. Customers take ownership at point of sale and bear the costs and risks of delivery.

Foreign currency translation

The functional currency of the Company is Canadian dollars (“C$”). The Company 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.

For financial reporting purposes, the financial statements of the Subsidiary Company which are prepared using the functional currency have been translated into United States dollars. Assets and liabilities are translated at the exchange rates at the balance sheet dates and revenue and expenses are translated at the average exchange rates and stockholders’ equity is translated at historical exchange rates. Any translation adjustments resulting are not included in determining net income but are included in foreign exchange adjustment to other comprehensive income, a component of stockholders’ equity (deficit).

    2010     2009  
Year end C$ : US$ exchange rate   0.9846     0.7935  
Average yearly C$ : US$ exchange rate   0.9168     0.8872  

Recent Accounting Pronouncements

In January 2010, the FASB issued Accounting Standards Update (“ASU”) 2010-06 which is intended to improve disclosures about fair value measurements. The guidance requires entities to disclose significant transfers in and out of fair value hierarchy levels, the reasons for the transfers and to present information about purchases, sales, issuances and settlements separately in the reconciliation of fair value measurements using significant unobservable inputs (Level 3). Additionally, the guidance clarifies that a reporting entity should provide fair value measurements for each class of assets and liabilities and disclose the inputs and valuation techniques used for fair value measurements using significant other observable inputs (Level 2) and significant unobservable inputs (Level 3). The Company has applied the new disclosure requirements as of January 1, 2010, except for the disclosures about purchases, sales, issuances and settlements in the Level 3 reconciliation, which will be effective for interim and annual periods beginning after December 15, 2010. The adoption of this guidance is not expected to have a material impact on the Company’s financial statements.

In February 2010, the FASB issued ASU 2010-09 which requires that an SEC filer, as defined, evaluate subsequent events through the date that the financial statements are issued. The update also removed the requirement for an SEC filer to disclose the date through which subsequent events have been evaluated in originally issued and revised financial statements. The adoption of this guidance on January 1, 2010 did not have a material effect on the Company’s financial statements.

F-9



SWAV ENTERPRISES LTD.  
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS  
March 31, 2010  

NOTE 3 – RELATED PARTY TRANSACTIONS AND BALANCES

Advances from (to) related parties represent advances from (to) a shareholder, advances from a company with common management and advances from a party related to a shareholder. The advances are without interest and have no specified repayment terms.

The Company had the following transactions with related parties for the years ending March 31, 2010 and 2009:

Expenses paid to related parties:   2010     2009  
                           Wages $  2,750   $  10,927  
                           Inventory purchases $  -   $  5,207  
                             Consulting fees paid $  4,909   $  2,100  
Income received from related parties            
                             Consulting revenue $  7,587   $  22,003  
Services donated by related parties (shown as donated capital)            
                             Administration fees $  2750   $  2,662  

NOTE 4 - CAPITAL STOCK

On March 20, 2007 the Company issued 8,900,000 shares in aggregate for $75,462 of debt.
On May 4, 2007, the Company completed a private placement, issuing 2,500,000 shares for $67,757 in cash.
On June 30, 2008, the Company completed a private placement, issuing 834,670 shares for $25,040 in cash.

As at March 31, 2010, there were no shares subject to options, warrants or other agreements.

NOTE 5 – INCOME TAXES

Income tax recovery differs from that which would be expected by applying the effective rates to net income (loss) as follows:

    March 31     March 31  
    2010     2009  
             
Net loss for the period $  (17,980 ) $  (19,261 )
Less permanent difference   2,750     2,662  
Taxable loss   (15,230 )   (16,599 )
Statutory and effective tax rates   28.7%     29.4%  
             
Income tax recovery at the effecitve rate   (4,371 )   (4,880 )
Tax losses carryforward deferred   4,371     4,880  
             
Corporate income tax expense and corporate income taxes payable $ - $ -

F-10



SWAV ENTERPRISES LTD.  
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS  
March 31, 2010  

NOTE 5 – INCOME TAXES - continued

As at March 31, 2010, the tax effect of the temporary timing differences that give rise to significant components of deferred income tax assets are noted below. A valuation allowance has been recorded as management believes it is more likely than not that the deferred income tax asset will not be realized.

    March 31     March 31  
    2010     2009  
             
Tax loss carried forward $  191,166   $  175,936  
             
Deferred tax assets $  55,000   $  51,700  
Valuation allowance   (55,000 )   (51,700 )
             
Deferred taxes recognized $     $    

The valuation allowance increased by $3,300 during the year ended March 31, 2010 (reduced by $200 in 2009).

As at March 31, 2010, there was approximately $191,000 in losses carried forward that will expire under normal circumstances between 2010 and 2030.

NOTE 6 – SUBSEQUENT EVENT AND PRO FORMA STATEMENTS

Effective April 26, 2010 the Company entered into an agreement with Lotus Holdings Ltd. whereby it issued 2,265,240 shares for goodwill, inventory, licenses, customer lists and computer software. Simultaneously, the existing shareholders sold 11,984,770 shares to the managing director of Lotus Holdings Ltd. for $370,000. Also on April 26, 2010, The Company consummated the sale of 100% of all the outstanding shares of SWAV Holdings, Inc. its wholly-owned subsidiary, to Pui Shan Lam, the Chief Executive Officer and Director of the Company for a price of $100.

The following financial information gives effect to the transaction as if it took place on March 31, 2010.

F-11



SWAV ENTERPRISES LTD.  
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS  
March 31, 2010  

SWAV Enterprises Ltd.  
PRO FORMA BALANCE SHEET  
As at March 31, 2010

Consolidated Historical SWAV Enterprises Ltd. Pro Forma Adjustments Pro Forma
                     
 ASSETS   
Current                    
   Cash and cash equivalents $  507     100   (2) $  607  
   Accounts receivable   744             -  
   Inventory   4,610     2   (1)   4,612  
    5,861             5,219  
                     
Intangible assets - goodwill, contracts, licences and software                    
         OUTPUT! Ltd.   -     14,998   (1)   14,998  
         Bones HealthCare   -     35,000   (1)   35,000  
         Tool Box   -     115,000   (1)   115,000  
    -             164,998  
Total Assets $  5,861           $  170,217  
                     
 LIABILITIES   
Curnent                    
   Accounts payable and accrued charges $  9,755           $  9,755  
   Advances from related party   28,814     (28,814 ) (3)   -  
   Advances payable   -     28,814   (3)   28,814  
Total Liabilities   38,569             38,569  
                     
 STOCKHOLDERS' DEFICIT   
Capital Stock                    
   Authorized                    
                 25,000,000 common stock with a par value of $.001                
   Issued and outstanding                    
12,334,670 common stock   12,235                
14,599,900 common stock         2,265   (1)   14,500  
Additional paid in capital   155,795     162,735   (1)   318,530  
Donated capital   41,422             41,422  
Accumulated other comprehensive loss   (9,572 )           (9,572 )
Accumulated deficit   (232,588 )   100   (2)   (232,488 )
Total Stockholders' Deficit   (32,708 )           132,392  
Total Liabilities and Stockholders' Deficit $  5,861           $  170,961  

F-12



SWAV ENTERPRISES LTD.  
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS  
March 31, 2010  

SWAV Enterprises Ltd.  
PRO FORMA STATEMENT OF OPERATIONS  
For the year ended March 31, 2010

Consolidated Historical SWAV Enterprises Ltd. Pro Forma Adjustments Pro Forma
                     
Sales $  6,289                       $ 6,289  
Cost of sales   4,231             4,231  
                     
Gross profit (loss)   2,058             2,058  
Consulting revenue   7,587             7,587  
                     
Income before selling and operating expenses   9,645             9,645  
Selling expenses - sales commission   185             185  
                     
Income (loss) before operating expenses   9,460             9,460  
Expenses   (27,440 )           (27,440 )
                     
Loss from operations   (17,980 )           (17,980 )
Gain on sale of SWAV Holdings Ltd.   -     100   (2)   100  
                     
Net income (loss) for period   (17,980 )           (17,880 )
   Foreign currency adjustment   (4,302 )           (4,302 )
                     
Comprehensive income (loss) $  (22,282 )           (22,182 )
                     
Basic and diluted income (loss) per share $  (0.002 )                     $ (0.002 )
                     
Weighted average number of shares outstanding   12,240,876             12,234,670  

F-13



SWAV ENTERPRISES LTD.  
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS  
March 31, 2010  
   

SWAV Enterprises Ltd.  
PRO FORMA STATEMENT OF CASH FLOWS  
For the year ended March 31, 2010

  Consolidated Historical SWAV Enterprises Ltd.     Pro Forma Adjustments     Pro Forma  
Operating activities                    
   Net income (loss) for period $  (17,980 )   100   (2) $  (17,880 )
   Non – cash expense – administration fee   2,750             2,750  
   Changes in non-cash working capital balances                    
               Accounts receivable   (744 )           (744 )
               Inventory   (1,651 )           (1,651 )
               Accounts payable and accrued liabilities   (5,411 )           (5,411 )
   Net cash provided by (used in) operating activities   (23,036 )           (22,936 )
                     
Financing Activities                    
   Increase (decrease) in related party liability   26,901     (28,814 ) (3)   (1,913 )
   Advances payable   -     28,814   (3)   28,814  
   Net cash proved by Financing Activities   26,901             26,901  
                     
Foreign exchange translation   (4,302 )           (4,302 )
                     
Increase (decrease) in cash and cash   (437 )           (337 )
Cash and cash equivalents, beginning of the period   944             944  
Cash and cash equivalents, end of the period $  507           $  607  
                     
Supplemented disclosure of cash flow information:                    
                     
   Non-cash Financing Activities                    
      Issue of common shares for inventory, licences,
            customer lists, goodwill and software
$  -     370,000   (1) $  370,000  
                     
   Cash paid for:                    
               Interest $  -           $  -  
               Income taxes $  -           $  -  

The pro forma adjustments are as follows:
(1) to record the purchase of inventory, goodwill, licences, customer lists, and computer software upon the issuance
(2) to record the sale of Swav Holdings, Ltd. for 100.
(3) to record the sale of 11,984,770 common shares by sellings shareholder.

F-14



SWAV ENTERPRISES LTD.  
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS  
March 31, 2010  
   
NOTE TO THE PRO FORMA STATEMENTS  

The value of the assets acquired has been recorded according the FASB ASC topic 845.10 Non monetary transactions whereby the value is the carrying value of the vendor. This quideance is operative when neither the assets received nor the assets relinquished are determinable within reasonable limits.

F-15


Item 9: Change In and Disagreements with Accountants on Accounting and Financial Disclosure

None

Item 9A(T): Controls and Procedures

Effectiveness of Disclosure

Our management evaluated the effectiveness of our disclosure controls and procedures as of March 31, 2010 as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act. Our management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on the evaluation of our disclosure controls and procedures as of March 31, 2010, our Chief Executive Officer and our Chief Financial Officer, concluded that, as of such date, our disclosure controls and procedures were effective to assure that information required to be declared by us in reports that we file or submit under the Exchange Act is (1) recorded, processed, summarized, and reported within the periods specified in the SEC’s rules and forms and (2) accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f). There was no change in our internal control over financial reporting during our second fiscal quarter ended March 31, 2010 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

There was no change in our internal control over financial reporting during our fourth fiscal quarter ended March 31, 2010 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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

Item 9B: Other Information.

None

PART III

Item 10. Directors, Executive Officers, Promoters and Control Persons

All directors of our company hold office until the next annual meeting of the stockholders or until their successors have been elected and qualified. As at March 31, 2010 the officers of our company are appointed by our board of directors and hold office until their death, resignation or removal from office. Our directors and executive officers, their ages, positions held, and duration as such, are as follows:

12



Name Position Held with the Company Age Date First Elected or Appointed
Pui Shan Lam President, Chief Executive Officer and Director 51 March 20, 2007
Vanleo Y.W. Fung1 Chief Financial Officer, Secretary and Director 30 April 17, 2008

 1. Mr. Fung became our Chief Financial Officer, Secretary and a director on April 16, 2008. Our previous Chief Financial Officer and Secretary, Thomas Chan, became our Chief Financial Officer and Secretary on April 25, 2007 and resigned on April 16, 2008.

Business Experience

The following is a brief account of the education and business experience of each director and executive officer during at least the past five years, indicating each person’s business experience, principal occupation during the period, and the name and principal business of the organization by which they were employed.

Pui Shan Lam, President and founder of both SWAV Enterprises Ltd. and SWAV Holdings Inc., is a business women and an entrepreneur. She has involved herself in numerous ventures in both Hong Kong and Canada in the past 25 years. In early 1980’s, Miss Lam co-founded a transportation company in Hong Kong. This company was specialized in transporting goods from China to Hong Kong. Miss Lam oversaw the operations of this company until she immigrated to Canada in the mid 1990’s. After immigrating to Canada, she established SWAV Holdings Inc. in the late 1990’s. Since establishing the company, Miss Lam has been traveling to China and Hong Kong on a regular basis and has met or gotten to know a number of suppliers in China, particularly in the Guangdong province.

Vanleo Fung has been a member of the board of directors and the President of New Venture Holdings, Inc. (“New Venture”) since inception on March 13, 2007. New Venture is a developmental stage company and has not generated any revenues to date. From October 2006 through December 2006, Mr. Fung was a project specialist for Hung Chun InfoTech Limited – Electronics & IT Products Distribution, a distributor of electronics and IT products, where he was responsible for sales and marketing development and account management. From April 2003 to June 2006, Mr. Fung was employed as an account executive by Verbatim (Hong Kong) Limited, a subsidiary of Mitsubishi Chemical, Japan IT Products Development, where he was responsible for the regions of Hong Kong, Taiwan, and Macau. From July 2002 through December 2002, he was an account manager for Promar Enterprise (Alberta) Ltd., a computer accessories distributor.

Family Relationships

Mr. Vanleo Y.W. Fung is a son of Pui Shan Lam.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officer; Compensatory Arrangements of Certain Officers.

Upon the consummation of the Acquisition, Pui Shan Lam and Vanleo Y.W. Fung resigned from their respective positions with the Company, effective immediately. Prior to her resignation, Pui Shan Lam had served as the President, Chief Executive Officer and Director of the Company. Prior to his resignation, Vanleo Y.W. Fung had served as the Chief Financial Officer, Secretary and Director of the Company. There were no disagreements on any matter relating to the Company’s operations, policies or practices nor was the director removed for cause from the Board of Directors.

13


Effective on the closing of the Acquisition, the Company’s directors appointed Joerg Ott to serve as the sole director of the Company and to serve as the Chief Executive Officer of the Company. Mr. Ott does not have a familial relationship with any director or executive officer of the Company.

Directors hold office until the next annual meeting of the stockholders or until their successors have been elected and qualified. The officers of the Company are appointed by the board of directors and hold office until their death, resignation or removal from office.

Business Experience

Name: Position Held with the Company: Age:
Joerg Ott Chief Executive Officer and Sole Director 45

Joerg Ott

Mr. Ott brings over 20 years of software industry expertise to the Company. Mr. Ott founded OUTPUT! GmbH, a sales training company in Germany in 1992. While serving as the company’s President and CEO, he emphasized sales, marketing and customer services activities. The company’s customers included Deutsche Telekom AG, vodaphone/ARCOR and Zurich Versicherungen.

Driven by his linguistic interest, Joerg subsequently founded GlobalWords, a software driven multi-lingual translation service company. GlobalWords became the foundation for a series of mergers & acquisitions focused in the Software Industry. In the last seven years, Mr. Ott worked with his partners to acquire more than ten other companies, including publicly traded companies, such as IntraWare, Gedys, TJ, and GROUP. Following the GROUP acquisition, with the integration of Relavis Corporation, a New York-based software company and Lotus911 Corporation, an Atlanta-based system integrator and hosting company, Mr. Ott expanded his acquisition strategy into the US. Currently GROUP is the leading vendor for IBM Lotus Software products.

Mr. Ott earned his MBA from University of Passau, Germany, focusing on Operations Research and Finance. He is a Harvard Business School alumnus since 2008.

There are not related party transactions between the Company and Mr. Ott reportable under Item 404 of Regulation S-K. There is no material plan, contract or arrangement, including but not limited to a compensatory plan, contract or arrangement (whether or not written) to which Mr. Ott is a party or which he participates.

Code of Ethics

We have not yet adopted a Code of Ethics but intend to do so in the near future.

Corporate Governance

Nominating and Compensation Committees

We do not have standing nominating or compensation committees, or committees performing similar functions. Our board of directors believes that it is not necessary to have a standing compensation committee at this time because the functions of such committee are adequately performed by our board of directors.

14


Our board of directors also is of the view that it is appropriate for us not to have a standing nominating committee because our board of directors has performed and will perform adequately the functions of a nominating committee. Our board of directors has not adopted a charter for the nomination committee. There has not been any defined policy or procedure requirements for stockholders to submit recommendations or nomination for directors. Our board of directors does not believe that a defined policy with regard to the consideration of candidates recommended by stockholders is necessary at this time because we believe that, given the early stages of our development, a specific nominating policy would be premature and of little assistance until our business operations are at a more advanced level. There are no specific, minimum qualifications that our board of directors believes must be met by a candidate recommended by our board of directors. The process of identifying and evaluating nominees for director typically begins with our board of directors soliciting professional firms with whom we have an existing business relationship, such as law firms, accounting firms or financial advisory firms, for suitable candidates to serve as directors. It is followed by our board of directors’ review of the candidates’ resumes and interview of candidates. Based on the information gathered, our board of directors then makes a decision on whether to recommend the candidates as nominees for director. We do not pay any fee to any third party or parties to identify or evaluate or assist in identifying or evaluating potential nominee.

Audit Committee

We do not have a standing audit committee at the present time. Our board of directors has determined that we do not have a board member that qualifies as an “audit committee financial expert” as defined in Item 401(h) of Regulation S-K, nor do we have a board member that qualifies as “independent” as the term is used in Item 7(d)(3)(iv) of Schedule 14A under the Securities Exchange Act of 1934, as amended.

We believe that our board of directors is capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. The board of directors of our company does not believe that it is necessary to have an audit committee because we believe that the functions of an audit committee can be adequately performed by the board of directors. In addition, we believe that retaining an independent director who would qualify as an “audit committee financial expert” would be overly costly and burdensome and is not warranted in our circumstances given the early stages of our development and the fact that we have not generated any revenues from operations to date.

Other Committees

All proceedings of our board of directors for the year ended March 31, 2010 were conducted by resolutions consented to in writing by our directors and filed with the minutes of the proceedings of the board of directors. Our company currently does not have nominating, compensation or audit committees or committees performing similar functions nor does our company have a written nominating, compensation or audit committee charter. Our board of directors believes that it is not necessary to have such committees, at this time, because they can adequately perform the functions of such committees.

Our company does not have any defined policy or procedural requirements for shareholders to submit recommendations or nominations for directors. Our directors believe that, given the stage of our development, a specific nominating policy would be premature and of little assistance until our business operations develop to a more advanced level. Our company does not currently have any specific or minimum criteria for the election of nominees to the Board of Directors and we do not have any specific process or procedure for evaluating such nominees. Our board of directors will assess all candidates, whether submitted by management or shareholders, and make recommendations for election or appointment.

A shareholder who wishes to communicate with our board of directors may do so by directing a written request addressed to our President, at the address appearing on the first page of this annual report.

15


Involvement in Certain Legal Proceedings.

Our directors, executive officers and control persons have not been involved in any of the following events during the past five years:

1. Any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;
   
2. Any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);
   
3. Being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; and
   
4. Being found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.

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

Section 16(a) of the Exchange Act requires our executive officers and directors and persons who own more than 10% of a registered class of our equity securities to file with the SEC initial statements of beneficial ownership, reports of changes in ownership and annual reports concerning their ownership of our common stock and other equity securities, on Forms 3, 4 and 5 respectively. Executive officers, directors and greater than 10% shareholders are required by the SEC regulations to furnish us with copies of all Section 16(a) reports that they file.

Based solely on our review of the copies of such forms received by us, or written representations from certain reporting persons, we believe that all filing requirements applicable to our officers, directors and greater than 10% beneficial owners were complied with.

16


Item 11. Executive Compensation

The particulars of compensation paid to the following persons:

(a) our principal executive officer;
   
(b) each of our two most highly compensated executive officers who were serving as executive officers at the end of the year ended March 31, 2010; and
   
(c) up to two additional individuals for whom disclosure would have been provided under (b) but for the fact that the individual was not serving as our executive officer at the end of the year ended March 31, 2010,

who we will collectively refer to as our named executive officers, of our company for the years ended March 31, 2010 and 2009, are set out in the following summary compensation table, except that no disclosure is provided for any named executive officer, other than our principal executive officers, whose total compensation does not exceed $100,000 for the respective fiscal year:

SUMMARY COMPENSATION TABLE
Name and Principal Position Year Salary
($)
Bonus
($)
Stock
Awards
($)
Option
Awards
($)
Non-Equity Incentive Plan
Compensation
($)
Nonqualified Deferred Compensation Earnings
($)
All Other Compensation
($)
Total
($)
Pui Shan Lam1
President, CEO
2010
2009
2,750
10,927
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
2,750
10,927
Vanleo Y.W. Fung3
CFO, Secretary
2010
2009
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil

1 Miss Lam became our President, Chief Executive Officer and a director on March 20, 2007.
2 Mr. Fung became our Chief Financial Officer, Secretary and a director on April 16, 2008.

We have not entered into written employment agreements with our directors and officers. Since April 1, 2008, we have begun to pay a fee of CAD$1,000 (2007 - $900) per month to Miss Lam for management services she provides to our company. This payment arrangement has not yet been reduced in writing. During the year ended March 31, 2010, Miss Lam has agreed to terminate the arrangement.

There are no arrangements or plans in which we provide pension, retirement or similar benefits for our directors or officers. We do not have any material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or officers, except that stock options may be granted at the discretion of our board of directors in the future.

We have no plans or arrangements in respect of remuneration received or that may be received by the officers to compensate such officers in the event of termination of employment (as a result of resignation, retirement, change of control) or a change of responsibilities following a change of control.

17


Director Compensation

Directors of our company may be paid for their expenses incurred in attending each meeting of the directors. In addition to expenses, directors may be paid a sum for attending each meeting of the directors or may receive a stated salary as director. No payment precludes any director from serving our company in any other capacity and being compensated for such service. Members of special or standing committees may be allowed similar reimbursement and compensation for attending committee meetings. During the year ended March 31, 2010, we did not pay any compensation or grant any stock options to our directors.

Outstanding Equity Awards at Fiscal Year-End

As at March 31, 2010, we had not adopted any equity compensation plan and no stock, options, or other equity securities were awarded to our principal executive officer or two other most highly compensated executive officers.

Securities Authorized for Issuance Under Equity Compensation Plans

We have not adopted a stock option plan and have not granted any stock options. Accordingly, no stock based compensation has been recorded to date.

Equity Compensation Plan Information as at March 31, 2010

Plan Category Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) Weighted-average exercise price of outstanding options, warrants and rights (b) Number of securities remaining available for issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
Equity Compensation Plans approved by security holders Nil N/A Nil
Equity Compensation Plans not approved by security holders Nil N/A Nil
Total Nil N/A Nil

18


Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

     The following table sets forth certain information concerning the beneficial ownership of Company’s common stock upon the consummation of the Acquisition by (i) each person known by the Company to be the owner of more than 5% of the outstanding SWAV common stock, (ii) each director, (iii) each Named Executive Officer, and (iv) all directors and executive officers as a group. In general, “beneficial ownership” includes those shares a shareholder has the power to vote or the power to transfer, and stock options and other rights to acquire common stock that are exercisable currently or become exercisable within 60 days. Except as indicated otherwise, the persons named in the table below have sole voting and investment power with respect to all shares shown as beneficially owned by them. The calculation of the percentage owned is based on 15,000,000 shares of common stock outstanding as of the filing date of this Annual Report.

Name and Address of Beneficial Owner Amount and Nature of Beneficial Ownership of Common Stock Percentage of Class
Joerg Ott
Otto-Spesshardt-Str. 16
Eisenach 99817
Germany
1,550,000 10.3%
Directors and Officers as a group (1person) 1,550,000 10.3%

(1) Held by vbv GmbH, Germany, a corporation of which Mr. Ott owns 100%.

Item 13. Certain Relationships and Related Transactions, and Director Independence

Related Party Transactions

Other than as listed below, we have not been a party to any transaction, proposed transaction, or series of transactions in which, to our knowledge, any of our directors, officers, five percent beneficial security holder, or any member of the immediate family of the foregoing persons has had or will have a direct or indirect material interest.

During the 12 month period ended March 31, 2010, Pui Shan Lam, the president and founder of SWAV Holdings, received a net wage of $2,750 for providing management services for the company.

Director Independence

Our common stock is not listed on any stock exchange or inter-dealer quotation system and we do not have an independent director on our board. For the purposes of determining director independence, we have applied the definitions set out in NASDAQ Rule 4200(a)(15) (the “Rule”). Under the Rule, a director is not considered to be independent if he or she is also an executive officer or employee of the company. The members of our board of directors also act as executive officers so we currently do not have any independent directors.

19


Item 14. Principal Accountant Fees and Services

Our principal accountant K. R. Margetson Ltd., Chartered Accountant, rendered invoices to us during the fiscal periods indicated for the following fees and services:

Audit Fees

The aggregate fees billed for the most recently completed fiscal year ended March 31, 2010 for professional services rendered by the principal accountant for the audit of our annual financial statements and review of the financial statements included our registration statement on Form S-1 and services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for these fiscal periods were as follows:

    Year Ended March 31  
    2010     2009  
Audit Fees and Audit Related Fees $  5,200   $  7,750  
Tax Fees   -     -  
All Other Fees   1,500     2,200  
Total $  6,700   $  9,950  

Policy on Pre-Approval by the Board of Services Performed by Independent Auditors

We do not use K.R. Margetson Ltd. for financial information system design and implementation. These services, which include designing or implementing a system that aggregates source data underlying the financial statements or generates information that is significant to our financial statements, are provided internally or by other service providers. We do not engage K.R. Margetson Ltd. to provide compliance outsourcing services.

Effective May 6, 2003, the Securities and Exchange Commission adopted rules that require that before K.R. Margetson Ltd. is engaged by us to render any auditing or permitted non-audit related service, the engagement be:

  • approved by our board of directors; or,
  • entered into pursuant to pre-approval policies and procedures established by the board of directors, provided the policies and procedures are detailed as to the particular service, the board of directors is informed of each service, and such policies and procedures do not include delegation of the board of directors' responsibilities to management.

The board of directors pre-approves all services provided by our independent auditors. All of the above services and fees were reviewed and approved by the board of directors either before or after the respective services were rendered.

The board of directors has considered the nature and amount of fees billed by K.R. Margetson Ltd. and believes that the provision of services for activities unrelated to the audit is compatible with maintaining our independence.

20


PART IV

Item 15. Exhibits, Financial Statement Schedules.

No. Description
   
3.1 Articles of Incorporation [Incorporated by reference to the Company’s Form SB-2 filed January 14, 2008]
   
3.2 Bylaws [Incorporated by reference to the Company’s Form SB-2 filed January 14, 2008]
   
10.1 Share Exchange Agreement between SWAV Enterprises Ltd. and Pui Shan Lam dated April 1, 2007 [Incorporated by reference to the Company’s Form SB-2 filed January 14, 2008]
   
10.2 Form of Subscription Agreement used in the private placements that closed on May 4, 2007 between our company and 45 investors [Incorporated by reference to the Company’s Form SB-2 filed January 14, 2008]
   
10.3 Form of Subscription Agreement used in the private placements that closed on May 4, 2007 between our company and 45 investors [Incorporated by reference to the Company’s Form SB-2 filed January 14, 2008]
   
10.4 Form of Subscription Agreement used in the private placements that closed on June 30, 2008 between our company and four investors [Incorporated by reference to the Company’s Form 8-K filed June 21, 2008]
   
10.5 Stock Purchase Agreement, dated September 21, 2009, between the Selling Stockholders and Sandy J. Masselli [Incorporated by reference to the Company’s Form 8-K filed September 21, 2009]
   
10.6 Share Transaction Purchase Agreement, dated September 21, 2009, between SWAV Enterprises Ltd. and Carlyle Gaming Limited [Incorporated by reference to the Company’s Form 8-K filed September 21, 2009]
   
10.7 Subsidiary Stock Purchase Agreement, dated September 21, 2009, between SWAV Enterprises Ltd. and Pui Shan Lam [Incorporated by reference to the Company’s Form 8-K filed September 21, 2009]
   
10.8 Asset Purchase Agreement, dated April 26, 2010, between SWAV Enterprises Ltd. and Lotus Holdings Limited [Incorporated by reference to the Company’s Form 8-K filed April 26, 2010]
   
10.9 Non-Affiliate Stock Purchase Agreement, dated April 26, 2010, between the Selling Stockholders and Joerg Ott [Incorporated by reference to the Company’s Form 8-K filed April 26, 2010]
   
10.10 Affiliate Stock Purchase Agreement, dated April 26, 2010, between the Selling Stockholders and Joerg Ott [Incorporated by reference to the Company’s Form 8-K filed April 26, 2010]
   
10.11 Subsidiary Stock Purchase Agreement, dated April 26, 2010, between SWAV Enterprises Ltd. and Pui Shan Lam [Incorporated by reference to the Company’s Form 8-K filed April 26, 2010]
   
31.1 Rule 13(a)-14(a)/15(d)-14(a) Certifications (CEO)
   
32.1 Section 1350 Certifications (CEO)

21


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.

  SWAV ENTERPRISES LTD.  
   
   
  By: /s/ Joerg Ott  
                   Joerg Ott  
                   President, Chief Executive Officer and  
                   Director  
                   (Principal Executive Officer  
                   Principal Financial/Accounting Officer)  
   
  Date: July 19, 2010  

Pursuant to the requirements of the Securities Exchange Act of 1934, 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 Signature Title
     
July 19, 2010 /s/ Joerg Ott President, Chief Executive Officer and
  Joerg Ott Director (Principal Executive Officer,
    Principal Financial/Accounting Officer)

22