UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: December 31, 2009June 30, 2010
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number:000-53223
SWAV ENTERPRISES LTD.
(Exact name of registrant as specified in its charter)
Nevada | N/A |
(State or other jurisdiction of incorporation or | (I.R.S. Employer Identification No.) |
organization) |
Suite 2806, 505 – 4Otto-Spesshardt-Str. 16th Street SW, Calgary, Alberta, Canada T2P 1X5Eisenach 99817, Germany
(Address of principal executive offices) (zip code)
Registrant’s+49 369 188 7600
Issuer’s telephone number including area code(403) 237-8330
Securities registered under Section 12(b) of the Act:
Title of each class | Name of each exchange on which registered |
None | N/A |
Securities registered under Section 12(g) of the Act:
Common Stock, $0.001 par value
(Title of class)
Copies to:
The Sourlis Law Firm
Virginia K. Sourlis, Esq.
214 Broad Street
Red Bank, New Jersey 07701
T: (732) 530-9007
F: (732) 530-9008
www.SourlisLaw.com
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]
Note– Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Exchange Act from their obligations under those Sections.
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 whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes [ ] No [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange ct. (Check one):
Large accelerated filer [ ] | Accelerated filer [ ] |
Non-accelerated filer [ ] (Do not check if a smaller reporting company) | Smaller reporting company [X] |
Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
Yes [ ] No [X]
APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.
Yes [ ] No [ ]
(APPLICABLE ONLY TO CORPORATE REGISTRANTS)
Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. As of February 22,August 18, 2010, 12,234,67014,499,910 shares of common stock, par value $0.0001 per share, of the Registrant were issued and outstanding.
TABLE OF CONTENTS
iii
PART I — FINANCIAL INFORMATION
Item 1. Consolidated Financial1.Financial Statements
These consolidated financial statements have been prepared by SWAV Enterprises Ltd., a Nevada corporation (the “Company”), without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been omitted in accordance with such SEC rules and regulations. In the opinion of management, the accompanying statements contain all adjustments necessary to present fairly the financial position of the Company as of December 31, 2009, and its results of operations, stockholders’ equity, and its cash flows for the three months period ended December 31, 2009. The results for these interim periods are not necessarily indicative of the results for the entire year. The accompanying financial statements should be read in conjunction with the financial statements and the notes thereto filed as a part of the Company’s annual report on Form 10-K filed on July 14, 2009.
SWAV Enterprises Ltd. |
BALANCE SHEETS |
As at June 30, 2010 and March 31, 2010 |
June 30, | March 31, | |||||
2010 | 2010 | |||||
Unaudited | Audited | |||||
ASSETS | ||||||
Current | ||||||
Cash and cash equivalents | $ | - | $ | 507 | ||
Accounts receivable | - | 744 | ||||
Inventory | 2 | 4,610 | ||||
2 | 5,861 | |||||
Intangible assets - goodwill, contracts, licenses and software | ||||||
Output! Ltd. | 14,998 | - | ||||
Bones HealthCare | 35,000 | - | ||||
Tool Box | 115,000 | - | ||||
164,998 | - | |||||
Total Assets | $ | 165,000 | $ | 5,861 | ||
LIABILITIES | ||||||
Current | ||||||
Accounts payable and accrued liabilities | $ | 20,500 | $ | 9,755 | ||
Advances from related party | - | 28,814 | ||||
Total Liabilities | 20,500 | 38,569 | ||||
STOCKHOLDERS' EQUITY | ||||||
Capital Stock – Note 4 | ||||||
Authorized: 25,000,000 common stock with a par value of $0.001 | ||||||
Issued and outstanding 14,499,910 common stock (12,234,670 common stock at March 31, 2009) | 14,500 | 12,235 | ||||
Additional paid in capital | 318,530 | 155,795 | ||||
Donated capital | 41,422 | 41,422 | ||||
Accumulated other comprehensive lost | (9,572 | ) | (9,572 | ) | ||
Accumulated deficit | (220,380 | ) | (232,588 | ) | ||
Total Stockholders' Equity | 144,500 | (32,708 | ) | |||
Total Liabilities and Stockholders' Equity | $ | 165,000 | $ | 5,861 | ||
Going Concern - Note 2 |
See Accompanying Notes
4
SWAV Enterprises Ltd.CONSOLIDATED BALANCE SHEETS
SWAV Enterprises Ltd. |
STATEMENTS OF OPERATIONS |
For the three months ended June 30, 2010 and 2009 |
(Unaudited) |
December 31, | March 31, | |||||
2009 | 2009 | |||||
Unaudited | Audited | |||||
ASSETS | ||||||
Current | ||||||
Cash and cash equivalents | $ | 195 | $ | 944 | ||
Accounts receivable | - | - | ||||
Inventory | 8,882 | 2,959 | ||||
Total Assets | $ | 9,077 | $ | 3,903 | ||
LIABILITIES | ||||||
Current | ||||||
Accounts payable and accrued liabilities | $ | 15,161 | $ | 15,166 | ||
Due to related parties – Note 3 | 24,884 | 1,913 | ||||
Total Liabilities | 40,045 | 17,079 | ||||
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 | 40,707 | 38,672 | ||||
Accumulated other comprehensive lost | (9,196 | ) | (5,270 | ) | ||
Accumulated deficit | (230,509 | ) | (214,608 | ) | ||
Total Stockholders' Equity | (30,968 | ) | (13,176 | ) | ||
Total Liabilities and Stockholders' Equity | $ | 9,077 | $ | 3,903 | ||
Going Concern – Note 2 |
For the three months | ||||||
ended June 30, | ||||||
2010 | 2009 | |||||
Sales | $ | - | $ | 960 | ||
Cost of sales | - | - | ||||
Gross profit | - | 960 | ||||
Consulting revenue | - | 3,266 | ||||
Income before selling and operating expenses | - | 4,226 | ||||
Selling expenses - sales commission | - | 173 | ||||
Income before operating expenses | - | 4,053 | ||||
Expenses | ||||||
Administration fees | - | 643 | ||||
Office and general | - | 1,468 | ||||
Professional fees | 20,500 | 5,500 | ||||
Wages | - | 2,570 | ||||
(20,500 | ) | (10,181 | ) | |||
Other Income (expense) | ||||||
Gain on sale of SWAV Holdings Ltd. | 100 | - | ||||
Debt foregiveness | 32,608 | - | ||||
32,708 | - | |||||
Net income (loss) for period | 12,208 | (6,128 | ) | |||
Other comprehensive income | ||||||
Foreign currency adjustment | - | (1,108 | ) | |||
Comprehensive income (loss) for the period | $ | 12,208 | $ | (7,236 | ) | |
Basic and diluted income (loss) per share | $ | - | $ | - | ||
Weighted average number of shares outstanding | 13,877,591 | 12,234,670 |
See Accompanying Notes
5
SWAV Enterprises Ltd.CONSOLIDATED STATEMENTS OF OPERATIONS
SWAV Enterprises Ltd. |
STATEMENTS OF CASH FLOWS |
For the three months ended June 30, 2010 and 2009 |
(Unaudited) |
For the three months | For the nine months | |||||||||||
ended December 31, | ended December 31, | |||||||||||
2009 | 2008 | 2009 | 2008 | |||||||||
Sales | $ | - | $ | 4,398 | $ | 1,981 | $ | 10,484 | ||||
Cost of sales | - | 2,222 | - | 8,159 | ||||||||
Gross profit (loss) | - | 2,176 | 1,981 | 2,325 | ||||||||
Consulting revenue | - | 1,650 | 9,610 | 2,610 | ||||||||
Income before selling and operating expenses | - | 3,826 | 11,591 | 4,935 | ||||||||
Selling expenses - sales commission | - | (762 | ) | 357 | (1,794 | ) | ||||||
Income (loss) before operating expenses | - | 3,064 | 11,234 | 3,141 | ||||||||
Expenses | ||||||||||||
Administration fees | 709 | - | 2,035 | - | ||||||||
Filing fees | - | 325 | 1,620 | 1,672 | ||||||||
Office and general | 210 | 1,554 | 5,629 | 7,457 | ||||||||
Professional fees | - | 5,317 | 4,650 | 22,152 | ||||||||
Rent | - | 718 | - | 3,157 | ||||||||
Travel and promotion | - | - | 7,897 | 2,228 | ||||||||
Wages | - | 2,561 | 5,304 | 8,616 | ||||||||
(919 | ) | (10,475 | ) | (27,135 | ) | (45,282 | ) | |||||
Net income (loss) for period | (919 | ) | (7,411 | ) | (15,901 | ) | (42,141 | ) | ||||
Other comprehensive income | ||||||||||||
Foreign currency adjustment | (736 | ) | 4,342 | (3,926 | ) | 4,609 | ||||||
Comprehensive income (loss) | $ | (1,655 | ) | $ | (3,069 | ) | $ | (19,827 | ) | $ | (37,532 | ) |
Basic and diluted income (loss) per share | $ | (0.000 | ) | $ | (0.001 | ) | $ | (0.001 | ) | $ | (0.004 | ) |
Weighted average number of shares outstanding | 12,234,670 | 12,234,670 | 12,234,670 | 11,823,052 |
For the three months | ||||||
ended June 30 | ||||||
2010 | 2009 | |||||
Operating activities | ||||||
Net income (loss) for period | $ | 12,208 | $ | (6,128 | ) | |
Non – cash items | - | |||||
Administration fee | - | 643 | ||||
Gain on sale of subsidiary | (100 | ) | ||||
Changes in non-cash working capital balances | ||||||
Accounts receivable | 744 | - | ||||
Inventory | 4,610 | - | ||||
Accounts payable and accrued liabilities | 10,745 | (5,76 | ) | |||
Net cash provided by (used in) operating activities | 28,207 | (6,061 | ) | |||
Investing Activities | ||||||
Proceeds from sale of subsidiary | 100 | - | ||||
Net cash provided by Investing Activities | 100 | - | ||||
Financing Activities | ||||||
Increase (decrease) in related party liability | - | 7,258 | ||||
Decrease (increase) in related party receivable | (28,814 | ) | (545 | ) | ||
Net cash provided by Financing Activities | (28,814 | ) | 6,713 | |||
Foreign exchange translation | - | (1,108 | ) | |||
Increase (decrease) in cash and cash equivalents during the period | (507 | ) | (456 | ) | ||
Cash and cash equivalents, beginning of the period | 507 | 944 | ||||
Cash and cash equivalents, end of the period | $ | - | $ | 488 | ||
Supplemented disclosure of cash flow information: | ||||||
Non-cash Financing Activities | ||||||
Issue of 2,265,240 common shares for the following | ||||||
- Inventory | $ | 2 | $ | - | ||
- OUTPUT! Ltd. | 14,998 | - | ||||
- Bones Health Care | 35,000 | - | ||||
- Tool Box | 115,000 | - | ||||
$ | 165,000 | $ | - | |||
Cash paid for: | ||||||
Interest | $ | - | $ | - | ||
Income taxes | $ | - | $ | - |
See Accompanying Notes
6
SWAV Enterprises Ltd.CONSOLIDATED STATEMENTS OF CASH FLOWSFor the nine months ended December 31, 2009 and 2008
For the nine months | ||||||
ended December 31, | ||||||
2009 | 2008 | |||||
Operating activities | ||||||
Net income (loss) for period | $ | (15,901 | ) | $ | (42,141 | ) |
Non – cash expense – administration fee | 2,035 | - | ||||
Changes in non-cash working capital balances | ||||||
Accounts receivable | - | 244 | ||||
Inventory | (8,882 | ) | 1,715 | |||
Accounts payable and accrued liabilities | (5 | ) | 3,052 | |||
Net cash provided by (used in) operating activities | (22,753 | ) | (37,130 | ) | ||
Financing Activities | ||||||
Common share issued | - | 25,040 | ||||
Increase (decrease) in related party liability | 22,971 | 6,636 | ||||
Decrease (increase) in related party receivable | 2,959 | - | ||||
Loan payable | - | (4,865 | ) | |||
Net cash proved by Financing Activities | 25,930 | 26,811 | ||||
Foreign exchange translation | (3,926 | ) | 4,609 | |||
Increase (decrease) in cash and cash equivalents during the period | (749 | ) | (5,710 | ) | ||
Cash and cash equivalents, beginning of the period | 944 | 6,237 | ||||
Cash and cash equivalents, end of the period | $ | 195 | $ | 527 | ||
Supplemented disclosure of cash flow information: | ||||||
Non-cash Financing Activities | ||||||
Issue of common shares for debt to related party | $ | - | $ | - | ||
Cash paid for: | ||||||
Interest | $ | - | $ | - | ||
Income taxes | $ | - | $ | - |
See Accompanying Notes
7
SWAV Enterprises Ltd.CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIENCYFor the nine months ended December 31, 2009 and the year ended March 31, 2009
Accumulated | |||||||||||||||||||||
Common Stock | Additional | Other | |||||||||||||||||||
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 endedMarch 31, 2009 | - | - | - | - | 2,662 | (19,261 | ) | (16,599 | ) | ||||||||||||
Other comprehensive loss forthe 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 period endedDecember 31, 2009 | - | - | - | - | 2,035 | (15,901 | ) | (13,866 | ) | ||||||||||||
Other comprehensive loss forthe period ended December 31,2009 | - | - | - | (3,926 | ) | - | - | (3,926 | ) | ||||||||||||
Balance, December 31, 2009 | 12,234,670 | $ | 12,235 | $ | 155,795 | $ | (9,196 | ) | $ | 40,707 | $ | (230,509 | ) | $ | (30,968 | ) |
See Accompanying Notes
8
SWAV ENTERPRISES LTD.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Unaudited)December 31, 2009
SWAV Enterprises Ltd. |
Notes to the Interim Financial Statements |
June 30, 2010 |
(Unaudited) |
NOTE 1 - OPERATIONS AND RESTRUCTURING
Swav Enterprises Ltd. (the -”(“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 SwavSWAV 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 beenwas treated as a recapitalization of SwavSWAV Holdings Inc. with SwavSWAV Holdings Inc as the acquirer (reverse take-over). Accordingly, the accompanying consolidated financial statements reflect the historical financial statements of SwavSWAV 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 iswas the legal acquirer, SwavSWAV Holdings Inc. will bewas treated as having acquired the Company for accounting purposes and all of the operations reported represent the historical financial statements of SwavSWAV Holdings Inc.
The Company providescompany provided management services and imports and wholesalesimported Chinese manufactured goods.
Effective April 26, 2010, the Company sold its ownership of SWAV Holdings Ltd. for $100. At the same time the Company entered into an Asset Purchase Agreement with Lotus Holdings Limited pursuant to which the Company issued an aggregate of 2,265,240 shares of its common stock in consideration for 100% of certain assets of Lotus Holdings Ltd. Simultaneously, the existing shareholders sold 11,984,770 shares to the managing director of Lotus Holdings Ltd. Accordingly, the Asset Purchase Agreement was a non-arms length transaction, and the value of the assets acquired was recorded according the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“Codification”) topic 845.10Non monetary transactions.That guidance stipulates the value is the carrying value of the vendor when neither the assets received nor the assets relinquished are determinable within reasonable limits.
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.objectivity.
Interim reporting
The accompanying unaudited interim financial statements have been prepared in accordance with generally accepted accounting principles for interim financial statements. They do not include all information and footnotes required by generally accepted accounting principles for complete financial statements. However, except as disclosed herein, they include all adjustments, which are, in the opinion of management, necessary to present fairly the financial position, results of operations and cash flows for the interim periods presented in accordance with accounting principles generally accepted in the United States of America. These interim financial statements follow the same accounting policies and methods of their application as the Company’s audited March 31, 2009 financial statements. All adjustments are of a normal recurring nature. It is suggested that these interim financial statements be read in conjunction with the Company’s March 31, 20092010 financial statements.
Operating results for the ninethree months ended December 31, 2009June 30, 2010 are not necessarily indicative of the results that can be expected for the year ending March 31, 2010.March31, 2011.
SWAV Enterprises Ltd. |
Notes to the Interim Financial Statements |
June 30, 2010 |
(Unaudited) |
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued
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 asset, liabilities and net income or loss. All intercompany accounts and transactions have been eliminated
9
SWAV ENTERPRISES LTD.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Unaudited)December 31, 2009
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT'D.)America
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 $230,509$220,380 as at December 31, 2009June 30, 2010 and has not generated sufficient cash flow from operations to fund its activities. There can be no assurance that a self-supporting level of operation will ever be achieved. Further, it requires additional capital in order to continue.
The continuation of the Company is dependent on its ability to obtain the necessary capital to achieve profitability and to meet the requirements, from time to time, of lenders, if any, who are willing to provide this financing. Management believes that its operationsas a result of the asset purchased, it will generate additional funds and that it will be able to obtain additional capital primarily through the issue of shares and debt from outside investors and management.as required to meet projected operational requirements.
These financial statements do not reflect the adjustments or reclassifications to the assets and liabilities which would be necessary if the Company was unable to continue its operations.
Cash and Cash Equivalents
For purposes of the Statement of Cash Flows, management considers liquid investments with an original maturity of three months or less to be cash equivalents. As at December 31, 2009, allJune 30, 2010, the Company did not have any cash amounts were deposited in accounts that were federally insured. (All cash amounts in 2008 were likewise federally insured)equivalents ($nil – 2009).
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 StandardsFASB Codification (“ASC”)topic 220,“Reporting Comprehensive Income”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.
10
SWAV ENTERPRISES LTD.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Unaudited)December 31, 2009
SWAV Enterprises Ltd. |
Notes to the Interim Financial Statements |
June 30, 2010 |
(Unaudited) |
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT'D.)- continued
Net Income per Common Share
FASB ASCCodification topic 260,Earnings per share,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 cashaccounts payable and cash equivalents, accrued liabilities to related party and notes payable 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.
Fair Value Measurements
The Company follows FASB ASCCodification topic 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 ASCCodification topic 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.Thevalue. The Company has not elected the fair value option for any eligible financial instruments.
11Impairment of Long-Lived Assets
The Company evaluates the recoverability of its fixed assets and other assets in accordance with FASB Codification topic, 360.10,Property, Plant and Equipment, Impairment or Disposal of Long-Lived Assets.This guidance requires recognition of impairment of long-lived assets in the event the net book value of such assets exceeds its expected cash flows, it is considered to be impaired and is written down to fair value, which is determined based on either discounted future cash flows or appraised values. No impairment has been recognized in the accounts.
SWAV Enterprises Ltd. |
Notes to the Interim Financial Statements |
June 30, 2010 |
(Unaudited) |
SWAV ENTERPRISES LTD.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Unaudited)December 31, 2009
NNOTEOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT'D.)- continued
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.
Costs of Goods Sold
The Company does not manufacture its own goods. The 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 December 31, 2009.
Revenue Recognition
The Company recognizes revenue in accordance with SEC Staff Accounting Bulletin (SAB) No. 104,Revenue Recognition.Under these guidelines, revenue is recognized 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
TheAs a result of the Asset Purchase Agreement and the shares issued thereon, the functional currency of the Company ishas changed from Canadian dollars (“C$”). The Company maintains its financial statements in the functional currency. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency at rates of exchange prevailing at the balance sheet dates. Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchanges rates prevailing at the dates of the transaction. Exchange gains or losses arising from foreign currency transactions are included in the determination of net incometo US dollars Previous to this event, for the respective periods.
For financial reporting purposes, the financial statements of the Subsidiary Company which are prepared using the functional currency have beenwere translated into United StatesUS dollars. Assets and liabilities arewere translated at the exchange rates at the balance sheet dates and revenue and expenses arewere translated at the average exchange rates and stockholders’ equity iswas translated at historical exchange rates. Any translation adjustments resulting are not included in determining net income but are included in foreign exchange adjustment to other comprehensive income, a component of stockholders’ equity (deficit).
Three months ended | Year ended | |||||
December 31, 2009 | March 31, 2008 | |||||
C$ : US$ exchange rate | .9555 | 1.02785 | ||||
Average C$ : US$ exchange rate | .9459 | .98200 |
12
SWAV ENTERPRISES LTD.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Unaudited)December 31, 2009
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT'D.)
Deferred Taxes
Income taxes are provided in accordance with FASB Codification topic 740,Accounting for Income 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 enactmentenactment.
Recent Accounting Pronouncements
The Company adopts new pronouncements relating to generally accepted accounting principles applicable to the Company as they are issued, which may be in advance of their effective date. Management does not believe that any recently issued, but not yet effective accounting standards, if currently adopted, would have a material effect on the accompanying financial statements.
NOTE 3 – RELATED PARTY TRANSACTIONS AND BALANCES
Advances from (to) related parties representrepresented advances from (to) a shareholder, advances from a company with common management and advances from a party related to a shareholder. The advances arewere without interest and havehad no specified repayment terms.
The Company had the following transactions with related parties for the three months ending December 31, 2009June 30, 2010 and 2008:2009:
Expenses paid to related parties: | 2009 | 2008 | ||||
Wages | $ | - | $ | 2,561 | ||
Rent | $ | - | $ | 718 | ||
Income received from related parties | ||||||
Consulting revenue | $ | - | $ | 1,650 | ||
Services donated by related parties (shown as donated capital) | ||||||
Administration fees | $ | 709 | $ | - |
SWAV Enterprises Ltd. |
Notes to the Interim Financial Statements |
June 30, 2010 |
(Unaudited) |
NOTE 3 – RELATED PARTY TRANSACTIONS AND BALANCES - continued
2010 | 2009 | |||||
Expenses paid to related parties: | ||||||
Wages | $ | - | $ | 2,570 | ||
Rent | $ | - | $ | - | ||
Inventory purchases | $ | - | $ | - | ||
Income received from related parties | ||||||
Consulting revenue | $ | - | $ | 3,266 | ||
Services donated by related parties (shown as donated capital) | ||||||
Administration fees | $ | - | $ | 705 |
The transactions between the Company and the parties were consummated at the price agreed upon between the parties.
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.
On April 26, 2010, the Company issued 2,265,240 shares in aggregate for goodwill, inventory, licenses, customer lists and computer software valued at $165,000.
As at December 31, 2009,June 30, 2010, there were no shares subject to options, warrants or other agreements.
NOTE 5 – SUBSEQUENT EVENTS
The Company evaluates subsequent events up to the date and time the financial statements were available to be issued on February 19, 2010.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Corporate Overview and BackgroundGeneral
SWAV Enterprises Ltd. (“we”, “us”, the “Company” or like terms) wasWe 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.
Carlyle Gaming Limited
As previously reported by the Company on a Form 8-K filed with the SEC on September 21, 2009April 26, 2010 and as amended on a Form 8-K filed with the SECMay 7, 2010 and July 12, 2010, on December 22, 2009, on September 21, 2009,April 26, 2010, the Company entered into a Share Transactionan Asset Purchase Agreement (the "Transaction Agreement"“Asset Purchase Agreement”) with Carlyle GamingLotus Holdings Limited a Canadian company ("Carlyle"(“Lotus”), pursuant to which the Company issued 100an aggregate of 2,265,240 shares of SWAVSWAV’s common stock to CarlyleLotus in consideration for 100% of the issued and outstanding shares of common stock of Carlyle. As a resultcertain assets of the transactionLotus (the "Transaction"“Acquisition”), Carlyle became.
Lotus is a wholly-owned subsidiaryholding company specializing in software technology and training services, particularly in the areas of the Company. Mr. Sandy J. Masselli, Jr. owns 100% of Carlyle.advanced software development tools, innovative point-of-care electronic health record (EHR) software, and sales training.
Simultaneously with the execution and deliveryconsummation of the Transaction Agreement,Acquisition, the Selling Stockholders named in thatthose certain Stock Purchase Agreement,Agreements, dated September 21, 2009 (the "Stock Purchase Agreement),April 26, 2010, sold an aggregate of 10,399,47011,984,770 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.$370,000.
Due toAlso, on April 26, 2010, the nonpaymentCompany consummated the sale of 100% of SWAV Holdings, Inc., a wholly-owned subsidiary of the $300,000 owedCompany, to Pui Shan Lam, 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 theformer Chief Executive Officer and directorDirector 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% |
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. | |||
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 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 | ||
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 | ||
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. | ||
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. |
“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 resumedresigned from their formerrespective positions with the Company, prioreffective immediately. Prior to the Transaction.her resignation, Pui Shan Lam serveshad served as the President, Chief Executive Officer and Director of the Company andCompany. Prior to his resignation, Vanleo Y.W. Fung serveshad 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.
Our Business
SWAV Holdings has its principal operating office and a warehouse in Calgary, Alberta, Canada.
SWAV Holdings initially imported a variety of goods from China and wholesaled them inEffective on the Calgary area. Early products included: various promotional gift products, women’s clothing, ballroom dancing shoes, and women’s fashion accessories. The original warehouse doubled as a showroom, where clients could browse through the products and immediately fill their orders. Mostclosing of the early clients were from CalgaryAcquisition, the Company’s directors appointed Joerg Ott to serve as the sole director of the Company and the surrounding areas. 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.
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In addition, because our President andserve as the 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.
Beginning in early 2007, SWAV Holdings recognized an opportunity inof the furniture market due to strong housing activities in Alberta. SWAV Holdings decided to expand its business to take advantage of this growth. Presently our company has established and aims to further develop those working relationships with China-based furniture suppliers and manufacturers developed by our President and Chief Executive Officer, Pui Shan Lam. We believe this will serve as a competitive advantage and provide significant benefits and future opportunities.
SWAV Holdings has successfully conducted business through various distribution channels, such as auctions and trade shows. We engage Able Auctions, an auction house in Calgary, Alberta, Canada to conduct auctions for us, which generally occur once a month. We have effectively used auctions to dispose of our excess inventory. Through our engagement of Able Auctions, we doCompany. Mr. Ott does not have to pay fora familial relationship with any director or executive officer of the operating expenses related toCompany.
Directors hold office until the auction house other than paying a commission on any sale.next annual meeting of the stockholders or until their successors have been elected and qualified. The auction house does its own advertising as it deems necessaryofficers of the Company are appointed by the board of directors and provides warehousing facility as required. We paid Able Auction a total cost of 18% commission on each sale in year 2008 and will also pay Able Auction 18% commissions on our sales in year 2009. There is no other cost involved with Able Auctions. We deliver the furniture to Able Auctions’ premise and the buyers take care ofhold office until their own delivery. Able Auctions charges all of their clients the same commission rate. There is no written agreement signed between Able Auctions and our company.
In addition to the auction house, we have also been selling furniture privately to various home owners. In these private sales to home owners, we would show our furniture catalogues to the home owners, who would then place an order to us directly. After receiving the order, we would ship the ordered furniture productsdeath, resignation or removal from China and make arrangement for delivery to the home owners directly.office.
Liquidity & Capital Resources
Our financial condition as at December 31, 2009June 30, 2010 and March 31, 20092010 and the changes between those periods for the respective items are summarized as follows:
Working Capital
December 31, | March 31, | At June 30, 2010 | At March 31, 2010 | |||||||||
2009 | 2009 | |||||||||||
Current Assets | $ | 9,077 | $ | 3,903 | $ | 2 | $ | 5,861 | ||||
Current Liabilities | 40,045 | 17,079 | 20,500 | 38,569 | ||||||||
Working Capital | $ | (30,968 | ) | $ | (13,176 | ) | ||||||
Working Capital (deficiency | $ | (20,498 | ) | $ | (32,708 | ) |
As of December 31, 2009,June 30, 2010, we had working capital deficitdeficiency of $30,968.$20,498. As of December 31, 2009,June 30, 2010, our total current assets were $9,077,$165,000, which consist of $0 in cash and cash equivalents, $0 in accounts receivable and $2 in inventory. We also had long term assets of $195$164,998 in intangible assets (goodwill, contracts, licenses and $8,882 in inventory, and our total current liabilities were $40,045, which consist of accounts payable of $15,161 and $24,884 of due to related party.software).
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.
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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.
Cash Flows
Three Months Ended | ||||||||||||
December 31, | June 30, | |||||||||||
2009 | 2008 | 2010 | 2009 | |||||||||
Net cash provided by (used in) operating activities | $ | (22,753 | ) | $ | (37,130 | ) | $ | 28,207 | $ | (6,061 | ) | |
Net cash proved by Financing Activities | 25,930 | 26,811 | $ | (28,814 | ) | $ | 6,713 | |||||
Foreign exchange translation | (3,926 | ) | 4,609 | $ | - | $ | (1,108 | ) | ||||
Increase (decrease) in cash and cash equivalents during the period | $ | (749 | ) | $ | (5,710 | ) | $ | (507 | ) | $ | (456 | ) |
Cash and cash equivalents, beginning of period | $ | 507 | $ | 944 | ||||||||
Cash and cash equivalents, end of period | $ | - | $ | 488 |
Cash Provided by Financing Activities
On December 31, 2008, we issued an aggregate of 834,670 common shares to the selling security holders at an offering price of $0.03 per share for gross offering proceeds of $25,040 in an offshore transaction relying on Rule 903 of Regulation S of theSecurities Act of 1933. The proceeds will be used for working capital. We issued all of the 834,670 common shares to non U.S. persons (as that term is defined in Regulation S of the Securities Act of 1933) in an offshore transaction relying on Regulation S and/or Section 4(2) of the Securities Act of 1933.
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, 2009,2010, 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.
Results of Operations
Revenues
During the ninethree months ended December 31, 2009,June 30, 2010, we generated $1,981$0 in sales revenue, compared to $10,484$960 generated in the ninethree months ended December 31, 2008. This revenue was generated from sales of gift products through various stores and also an auction house in Calgary, Canada.June 30, 2009. The cost of sales for the ninethree months ended December 31, 2009June 30, 2010 was $nil$0 compared to $8,159 in$0 for the ninethree months ended December 31, 2008. The cost of sales included the total cost of purchased goods, transportation, import duty, custom tax, etc. for the goods purchased during the nine months.June 30, 2009. During the ninethree months ended December 31, 2009,June 30, 2010, we generated $9,610$0 in consulting revenue compared to $2,610 in$3,266 for the ninethree months ended December 31, 2008.June 30, 2009.
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Expenses
Our expenses for the ninethree months ended December 31,June 30, 2010 and 2009 and 2008 were as follows:
Three month periods ended | ||||||||||||
9 month periods ended | June 30, | |||||||||||
2009 | 2008 | 2010 | 2009 | |||||||||
Expenses | ||||||||||||
Administration fees | $ | 2,035 | $ | - | $ | - | $ | 643 | ||||
Filing fees | 1,620 | 1,672 | ||||||||||
Office and general | 5,629 | 7,457 | - | 1,468 | ||||||||
Professional fees | 4,650 | 22,152 | 20,500 | 5,500 | ||||||||
Rent | - | 3,157 | ||||||||||
Travel and promotion | 7,897 | 2,228 | ||||||||||
Wages | 5,304 | 8,616 | - | 2,570 | ||||||||
$ | (27,135 | ) | $ | (45,282 | ) | $ | (20,500 | ) | $ | (10,181 | ) |
We incurredhad net income of $12,208 for the three months ended June 30, 2010, compared to a net loss of $15,135$6,128 for the ninethree months ended December 31, 2009, compared to $42,141 forJune 30, 2009.
For the ninethree months ended December 31, 2008.June 30, 2009, we had $32,608 in debt forgiveness. The forgiveness arose when 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 and forgave the balance of their debt owing from the Company.
Plan of Operations and Cash Requirements
All project obligations for calendar year 20092010 have been satisfied.
Off-Balance Sheet Arrangements
As of December 31, 2009,June 30, 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.
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.
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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.
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.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
The disclosure required under this item is not required to be reported by small reporting companies; as such term is defined by Item 305(e) of Regulation S-K.
Item 4T. Controls and Procedures.
Evaluation of Controls and Procedures.
In accordance with Exchange Act Rules 13a-15 and 15d-15, our management is required to perform an evaluation under the supervision and with the participation of the Company’s management, including the Company’s principal executive officer and principal financial officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of the end of the period.
Evaluation of Disclosure Controls and Procedures
Based on their evaluation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of December 31, 2009,June 30, 2010, our Principal Executive Officer and Principal Financial Officer have concluded that our disclosure controls and procedures were not effective to ensure that the information required to be disclosed by us in this Report was (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and instructions for Form 10-Q.
Our Principal Executive Officer and Principal Financial Officer have concluded that our disclosure controls and procedures had the following deficiency:
(i) lack of segregation of incompatible duties;
(ii) Insufficient Board of Directors representation.
(iii) Excessive unrecorded adjustments
Though no material misstatements have resulted, our management has determined that until such time as sufficient representation on our Board of Directors can be achieved, the Company’s inability to formulate an audit committee represents a significant risk.
Changes in Internal Controls.
No change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the fiscal quarter ended December 31, 2009June 30, 2010 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
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PART II—OTHER INFORMATION
Item 1. Legal Proceedings.
The Company presently is not a party to, nor is management aware of, any pending, legal proceedings.
Item 1A. Risk Factors.
The disclosure required under this item is not required to be reported by small reporting companies; as such term is defined by Item 503(e) of Regulation S-K.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
None.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Submission of Matters to a Vote of Security Holders.
ThereOn August 3, 2010, the Company filed a Preliminary Schedule 14C Information Statement with the Securities and Exchange Commission therein reporting that the Company had attained majority stockholder approval to amend the Company’s Certificate of Incorporation to change the name (the “Name Change Amendment”) of the Company from Swav Enterprises Ltd. to GBS Enterprises Incorporated. On August 16, 2010, the Company filed a Definitive Schedule 14C Information Statement with the Securities and Exchange Commission and commenced the mailing of the Definitive Information Statement to stockholders of record as of the close of business on August 2, 2010.
The approval of the Name Change Amendment by the written consent of the Company’s stockholders required the consent of the holders of at least a majority of the Company’s outstanding shares of common stock as of August 2, 2010 (the “Record Date”). As of the Record Date, 15,000,000 shares of our Common Stock were issued and outstanding. Each share of the Company’s common stock was entitled to one vote. The holders of 9,021,963 shares of the Company’s Common Stock, representing approximately 60% of the shares entitled to vote on the Record Date, executed the Action by Written Consent of the Stockholders in Lieu of a Special Meeting. Consequently, and no matters submittedadditional votes are required to a vote of security holders duringapprove the three months ended December 31, 2009.Name Change Amendment.
Item 5. Other Information.
NoneThe Company has applied to the Financial Industry Regulatory Authority (FINRA) to change the Company’s trading symbol to “GBSE” effective upon the Company’s filing the name change amendment to its Certificate of Incorporation with the Secretary of State of the State of Nevada, anticipated to be on or around September 6, 2010.
Item 6. Exhibits.
Exhibits required by Item 601 of Regulation S-K:
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 |
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] |
*filed herewith
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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 | ||
President, Chief Executive Officer and Director | ||
(Principal Executive Officer | ||
Principal Financial/Accounting Officer) | ||
Date: | ||
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