UNITED STATES ~~SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549~~

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

~~ANNUAL REPORT PURSUANT TO SECTIONS 13 OR 15~~ (d)MARK ~~OF THE SECURITIES AND EXCHANGE ACT OF 1934~~ONE)

~~For~~x ~~the~~ANNUAL ~~fiscal~~REPORT ~~year~~PURSUANT ~~ended~~TO ~~December~~SECTION ~~31,~~13 ~~2009~~OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

~~Commission~~For ~~file~~the ~~number:~~Fiscal ~~26-3036101~~Year Ended December 31, 2010

~~American Smooth Wave Ventures, Inc. (Exact Name of Registrant as Specified in its Charter)~~OR

Iowa		26-3036101
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

¨	TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

~~49590~~For ~~Palo~~the ~~Verde~~Transition ~~Road Morongo~~Period ~~Valley,~~from CA_______________ ~~92256 (Address~~to ~~of Principal Executive Offices)~~_________________

~~Registrant’s~~Commission ~~telephone~~file number~~, including area code~~: ~~(760) 899~~001-~~1919~~34715

~~Securities~~AMERICAN ~~registered~~SMOOTH ~~pursuant~~WAVE toVENTURES, ~~Section 12(b) of the Act: None~~INC.

~~Securities~~(Exact ~~registered~~name ~~pursuant~~of toRegistrant ~~section~~as ~~12(g)~~Specified ofin ~~the~~Its ~~Act:~~ Charter)

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

Iowa	26-3036101
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)

Jiangtou Industrial Zone, Chendai Town, Jinjiang City,
Fujian Province, People’s Republic of China	362211
(Address of principal executive offices)	(Zip Code)

~~Indicate~~Registrant’s bytelephone ~~check mark if the registrant is a well-known seasoned issuer~~number, asincluding ~~defined~~area ~~by Rule 405 of the Securities Act. Yes .No X .~~code:

~~Indicate~~+86 ~~by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes .No X .~~0595-85196329

~~Indicate~~Securities byRegistered ~~check~~Pursuant ~~mark~~To ~~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~~b), ~~and~~Of ~~(2)~~The ~~has been subject to such filing requirements for the past 90 days. Yes X . No .~~Act:

~~Indicate~~Securities byRegistered ~~check~~Pursuant ~~mark~~To ifSection ~~disclosure~~12(g) ofOf ~~delinquent~~The ~~filers~~Act: ~~pursuant~~Common ~~to Item 405 of Regulation S-K is not contained herein~~Stock, ~~and~~Par ~~will~~Value ~~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~~$0. X001 .Per Share

~~Indicate~~Name ~~by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or smaller reporting company. See the definitions~~ of ~~“large~~each ~~accelerated~~exchange ~~filer,”~~on ~~“accelerated~~which ~~filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one)~~registered:

~~Large~~Indicate ~~Accelerated~~by ~~Filer~~check .mark ~~Accelerated~~if ~~Filer~~the .registrant ~~Non~~is a well-~~accelerated~~known ~~filer~~seasoned .issuer, ~~Smaller~~as ~~reporting~~defined ~~company~~in XRule 405 of the Securities Act. ¨ Yes x No

Indicate by check mark ~~whether~~if the registrant is anot ~~shell~~required ~~company~~to ~~(as~~file ~~defined~~reports inpursuant ~~Rule 12b-2~~to Section 13 or Section 15(d) of the ~~Exchange~~ Act). ¨ Yes ~~X .~~ x No .

~~For~~Indicate by check mark whether the ~~year~~registrant ~~ended~~(1) ~~December~~has ~~31,~~filed ~~2009,~~all reports required to be filed by Section 13 or 15(d) of the ~~issuer~~Exchange ~~had~~Act noof ~~revenues~~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. x Yes ¨ No

AsIndicate ofby ~~Dec.~~check 31mark whether the registrant has submitted electronically and posted on its corporate Web site, ~~2009~~if any, ~~there~~every ~~was~~Interactive noData ~~trading~~File ~~market~~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 ~~issuer's~~registrant ~~common~~was ~~stock,~~required ~~$.001~~to ~~par~~submit ~~value~~and post such files). Yes ¨ No ¨

~~The~~Indicate ~~number~~by check mark if disclosure of ~~shares~~delinquent ~~outstanding~~filers pursuant to Item 405 of ~~the~~Regulation ~~issuer’s~~S-K ~~common~~(§ ~~stock~~229.405) is not contained herein, ~~$.001~~and ~~par~~will ~~value~~not be contained, asto the best of ~~March~~registrant’s 15knowledge, ~~2010~~in ~~was~~definitive ~~4,282,500~~proxy ~~shares~~or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨

~~DOCUMENTS~~Indicate ~~INCORPORATED~~by BYcheck ~~REFERENCE~~ 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 Act. (Check one):

~~NONE.~~Large accelerated filer £ Accelerated filer £ Non-accelerated filer £ (Do not check if a smaller reporting company) Smaller reporting company x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). x Yes ¨ No

There was no trading market for our common stock, par value $0.001 per share, as of June 30, 2010.

There were 341,300,000 shares of common stock of the registrant outstanding as of March 28, 2011.

DOCUMENTS INCORPORATED BY REFERENCE: None.

American Smooth Wave Ventures, Inc.

Annual Report on Form 10-K ~~Annual Report~~

Table of Contents

PART I
Item 1.	Business	54
Item 1A.	Risk Factors	65
Item 1B.	Unresolved Staff Comments	810
Item 2.	Properties	810
Item 3.	Legal Proceedings	810
Item 4.	~~Submission~~(Removed ofand ~~Matters to a Vote of Security Holders~~Reserved)	810
PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	811
Item 6.	Selected Financial Data	911
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	911
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	1013
Item 8.	Financial Statements and Supplementary Data	1013
Item 9.	Change in and Disagreements with Accountants on Accounting and Financial Disclosure	1013
Item 9A(T).	Controls And Procedures	11
Item 9A	Controls And Procedures	14
Item 9B.	Other Information	1114
PART III
Item 10.	Directors, Executive Officers, and Corporate Governance	1215
Item 11.	Executive Compensation	1216
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	1216
Item 13.	Certain Relationships and Related Transactions, and Director Independence	1217
Item 14.	Principal Accountant Fees and Services	1217
PART IV
Item 15.	Exhibits and Financial Statement Schedules	1318

FORWARD LOOKING STATEMENT INFORMATION

~~Certain~~This report contains forward-looking statements ~~made~~and ininformation ~~this Annual~~relating ~~Report~~to onAmerican ~~Form~~Smooth ~~10-K~~Wave ~~are~~Ventures ~~“forward-looking~~that ~~statements”~~are ~~regarding~~based on the ~~plans and~~beliefs ~~objectives~~ of our management ~~for~~as ~~future~~well ~~operations.~~as assumptions made by and information currently available to us. Such statements ~~involve known~~should ~~and~~not ~~unknown~~be ~~risks,~~unduly ~~uncertainties~~relied ~~and~~upon. When ~~other~~used ~~factors~~in ~~that~~this ~~may~~report, ~~cause~~forward-looking ~~our actual~~statements ~~results~~include, ~~performance~~but orare ~~achievements~~not limited to, bethe ~~materially~~words ~~different~~“anticipate,” ~~from~~“believe,” ~~any future~~“estimate,” ~~results~~“expect,” ~~performance~~“intend,” or“plan” ~~achievements~~and ~~expressed~~similar orexpressions, ~~implied~~as bywell ~~such forward-looking~~as statements. ~~The~~regarding ~~forward-looking~~new ~~statements~~and ~~included~~existing ~~herein~~products, ~~are based~~technologies onand ~~current~~opportunities, ~~expectations~~statements ~~that~~regarding ~~involve~~market ~~numerous~~and ~~risks~~industry ~~and~~segment ~~uncertainties. Our~~growth ~~plans~~and demand and ~~objectives~~acceptance ~~are~~of ~~based,~~new inand ~~part~~existing products, onany ~~assumptions~~projections ~~involving~~of ~~judgments with~~sales, ~~respect~~earnings, torevenue, ~~among~~margins or other ~~things~~financial items, ~~future~~any ~~economic~~statements of the plans, ~~competitive~~strategies and ~~market conditions~~objectives ~~and~~of ~~future~~management ~~business~~for ~~decisions~~future operations, ~~all~~any ofstatements ~~which~~regarding ~~are~~future ~~difficult~~economic conditions or ~~impossible~~ toperformance, ~~predict~~uncertainties ~~accurately~~related ~~and~~to ~~many~~conducting ofour ~~which~~business, ~~are~~any ~~beyond~~statements ~~our~~of ~~control. Although~~belief weor ~~believe~~intention, ~~that~~and ~~our~~any statements or assumptions underlying any of the ~~forward-looking~~ foregoing. These statements ~~are~~reflect ~~reasonable,~~our ~~any~~current ofview ~~the~~concerning ~~assumptions~~future ~~could~~events ~~prove~~and ~~inaccurate~~are ~~and~~subject to risks, ~~therefore,~~ ~~there~~uncertainties ~~can~~and beassumptions. There noare ~~assurance~~important factors that ~~the~~could ~~forward-looking~~cause ~~statements included~~actual results to vary materially from those described in this report ~~will~~as ~~prove~~anticipated, estimated or expected, including, but not limited to: competition bein ~~accurate.~~the Inindustry ~~light~~in ofwhich we operate and the ~~significant uncertainties~~impact ~~inherent~~of such competition on pricing, revenues and margins, volatility in the ~~forward-looking~~securities ~~statements~~market ~~included~~due ~~herein particularly~~to inthe ~~view~~general ofeconomic downturn; Securities and Exchange Commission (the ~~current~~“SEC”) ~~state~~regulations ofwhich ~~our~~affect ~~operations,~~trading in the ~~inclusion~~securities of ~~such~~ ~~information~~“penny ~~should~~stocks,” ~~not~~and beother ~~regarded~~risks asand auncertainties. Except ~~statement~~as required by uslaw, orwe ~~any~~assume ~~other person~~no ~~that~~obligation ~~our~~to ~~objectives~~update ~~and~~any ~~plans~~forward-looking ~~will~~statements bepublicly, ~~achieved.~~or ~~Factors~~to ~~that~~update ~~could~~the ~~cause~~ reasons actual results tocould differ materially from those ~~expressed~~anticipated orin ~~implied~~any ~~by such~~ forward- looking statements ~~include~~, ~~but~~even ~~are~~if ~~not~~new ~~limited~~information ~~to,~~becomes available in the ~~factors~~future. Depending ~~set forth~~on ~~herein~~the market for our stock and other conditional tests, a specific safe harbor under the ~~headings~~Private ~~“Business~~Securities Litigation Reform Act of 1995 may be available. Notwithstanding the above,” Section 27A of the Securities Act of 1933, as amended (the “~~Management’s~~Securities ~~Discussion~~Act”) and ~~Analysis~~ Section 21E of ~~Financial~~the ~~Condition~~Securities ~~and~~Exchange ~~Results~~Act of ~~Operations”~~1934, ~~and~~as amended (the “~~Risk~~Exchange ~~Factors~~Act”~~. We~~) ~~undertake~~expressly nostate ~~obligation~~that tothe ~~revise~~safe orharbor ~~update~~for ~~publicly any~~ forward-looking statements ~~for~~does ~~any~~not ~~reason.~~apply ~~The~~to ~~terms~~companies ~~“we”,~~that ~~“our”,~~issue ~~“us”,~~penny orstock. Because ~~any~~we ~~derivative thereof,~~may asfrom ~~used~~time ~~herein~~to ~~refer~~time be considered to ~~American~~be ~~Smooth~~an ~~Wave~~issuer ~~Ventures~~of penny stock, ~~Inc~~the safe harbor for forward-looking statements may not apply to us at certain times..

PART 1

~~ITEM~~Item 1. BUSINESS

~~BUSINESS.~~Our Business

~~CORPORATE~~American ~~BACKGROUND~~Smooth Wave Ventures. Inc. (the “Company”) was incorporated pursuant to the laws of the State of Iowa on July 11, 2008. We are a development stage company and are an online candy, sweet, food and bakery service. Appropriate food and Bakery items will be purchased online for shipping.

~~American~~Initially ~~Smooth~~we ~~Wave~~intend ~~Ventures~~to focus on sales of small niche specialty candy produced by small local shops from which we will do bulk wholesale purchases. We ~~Inc~~feel that this will distinguish us from several current online sellers who sell mostly commercially widely available candies. We ~~was incorporated~~will ~~pursuant~~act toas ~~the~~a ~~laws~~reseller of these products and not as a producer initially. As the ~~State~~business grows we intend to begin producing some of ~~Iowa~~our onown ~~July~~product ~~11,~~in ~~2008~~house such as small rock or hard candies.

~~Our~~We ~~Business~~will also develop special candy boxes for certain holidays for instance heart shaped items for Valentine, green products for St. Patrick’s Day, etc. Repeat customers will receive a 5% discount and online gift certificates will be available.

We ~~are~~expect to sell our candies in units (for instance a ~~development~~box ~~stage~~of ~~company.~~20) ~~The Company~~such isthat antheir ~~online~~price ~~candy,~~point ~~sweet,~~is ~~food~~between $10 and ~~bakery~~$20 ~~service~~per unit. ~~Appropriate~~ We ~~food and~~feel ~~Bakery~~that ~~items~~this is a large enough quantity to justify the $5 to $10 which will be ~~purchased~~required ~~online~~ for shipping in most instances. Shipping will in most instances be via carrier such as UPS ground as this provides rapid delivery at a reasonable price.

~~Initially~~We wewill ~~intend~~also seek to ~~focus~~ensure onthat ~~sales~~information ~~of small~~and ~~niche~~photos ~~specialty~~posted ~~candy~~on ~~produced~~profiles byare ~~small~~accurate. We ~~local~~intend ~~shops~~to ~~from~~develop ~~which~~procedures weto ~~will~~make ~~do bulk~~the ~~wholesale~~information ~~purchases. We~~given ~~feel~~to ~~that~~a ~~this~~prospective ~~will~~purchaser ~~distinguish us~~as ~~from~~accurate ~~several~~as ~~current~~possible ~~online~~to ~~sellers~~lead ~~who~~to ~~sell~~the ~~mostly~~highest ~~commercially~~percentage ~~widely available~~of ~~candies~~successful Smooth Wave purchases. We ~~will~~intend ~~act~~to asfocus aonly ~~reseller~~on ofitems ~~these~~which ~~products~~can ~~and not~~be asshipped awithout ~~producer~~diminution ~~initially. As~~in ~~the~~quality ~~business~~by ~~grows~~focusing wemainly ~~intend~~on hard candies which tend to ~~begin~~ ~~producing~~have ~~some~~a ofsignificant ~~our~~shelf ~~own~~life ~~product~~and inwould ~~house~~sustain ~~such~~little asdamage ~~small~~caused ~~rock~~by orjostling ~~hard candies~~in shipping.

WeOur will also develop special candy boxes for certain holidays for instance heart shaped items for Valentine, green products for St. Patricks day etc. Repeat customers will receive a 5% discount and online gift certificates will be available. Competition

WeThe ~~expect~~candy, tosweets, ~~sell~~food ~~our~~and ~~candies~~bakery inindustry ~~units (for~~is ~~instance~~highly acompetitive. Many ~~box~~ of ~~20)~~our ~~such~~competitors ~~that~~have ~~their~~longer ~~price~~operating ~~point~~histories, isgreater ~~between~~brand ~~$10~~recognition, broader product lines and ~~$20 per~~greater ~~unit~~financial resources and advertising budgets than we do. We ~~feel~~Many ~~that~~of ~~this~~our iscompetitors aoffer ~~large~~similar ~~enough~~products ~~quantity~~or alternatives to ~~justify the~~our $5products. We intend to ~~$10~~rely ~~which~~solely ~~will~~on beconcepts ~~required~~and ~~for~~other ~~shipping~~intellectual inproperty ~~most~~developed ~~instances~~by Irwin J. ~~Shipping~~ Kirz, our sole officer and director. There can be no assurance that we will inprocure ~~most~~an ~~instances~~on-line retail market that will be ~~via~~available ~~carrier~~to ~~such~~support asthe ~~UPS~~sites ~~ground as~~we ~~this~~will ~~provides~~offer ~~rapid~~or ~~delivery~~allow atus ato ~~reasonable~~seek ~~price~~expansion. There can be no assurance that we will be able to compete effectively in this marketplace.

WeProprietary will also seek to ensure that information and photos posted on profiles are accurate. We intend to develop procedures to make the information given to a prospective purchaser as accurate as possible to lead to the highest percentage of successful Smooth Wave purchases. We intend to focus only on items which can be shipped without dimunition in quality by focusing mainly on hard candies which tend to have a significant shelf life and would sustain little damage caused by jostling in shipping.Rights

~~Our~~Irwin ~~Competition~~J. Kirz, our sole officer and director, developed the concepts behind the business plan. Mr. Kirz assigned any intellectual property rights that he may have had in that line to us. While Mr. Kirz did not believe that website plan infringed on the intellectual property rights of third parties, Mr. Kirz did not take any steps such as copyright or trademark protection to protect his intellectual property rights, nor did he conduct any investigation to see if the website plan infringed on the intellectual property rights of third parties. We have not conducted any investigation to see if the website plan infringes on the intellectual property rights of others. We have also not taken any further steps to protect our intellectual property rights in the website design nor do we intend to do so until after we receive the proceeds from the offering and start our operations.

~~See~~Mr. ~~the~~Kirz ~~Risk~~is ~~Factors~~under ~~section~~no ofcontractual ~~this prospectus~~obligation ~~for~~to aAmerican ~~discussion~~Smooth onWave ~~the~~to ~~competition~~continue weto ~~currently~~develop ~~face~~new orweb ~~may~~products ~~face~~nor is he under any contractual obligation to assign his intellectual property rights in ~~the~~ ~~future~~any new lines to American Smooth Wave. We do not intend to use any person other than Mr. Kirz as a source of concepts for new lines to offer on our website.

~~Proprietary Rights~~4

~~See~~We ~~the~~intend ~~Risk~~to ~~Factors~~rely ~~section~~on a combination of ~~this prospectus~~copyright, ~~for~~trademark aand ~~discussion~~trade onsecret protection and non-disclosure agreements with employees and third-party service providers to establish and protect the intellectual property ~~issues~~rights that we ~~face~~have in ~~our business~~the products we manufacture and distribute.

~~Our~~ Research and Development

We are not currently conducting any research and development activities. For all lines of products we will offer, we intend to rely on concepts and other intellectual property developed by Irwin J. Kirz our sole officer and director. Mr. Kirz is under no contractual obligation to the Company to continue to develop new lines of websites nor is he under any contractual obligation to assign his rights in any new lines of websites to the Company. We do not intend to use any other person other than Mr. Kirz as a source for new lines of websites or products. We intend to rely on third party service providers to continue the development of concepts developed by Mr. Kirz and assigned to American Smooth Wave Ventures.

Government Regulation

~~See~~We are subject to the ~~Risk~~same ~~Factors~~federal, ~~section~~state ofand ~~this prospectus~~local ~~for~~laws aas ~~discussion~~other ~~relevant~~companies ~~government~~conducting ~~regulation~~business on the Internet. Today there are relatively few laws specifically directed towards conducting business on the Internet. However, due to the increasing popularity and use of the ~~legal uncertainties~~Internet, ~~related~~many laws and regulations relating to the Internet are being debated at the state and federal levels. These laws and regulations could cover issues such as user privacy, freedom of expression, pricing, fraud, quality of products and services, taxation, advertising, intellectual property rights and information security. Applicability to the Internet of existing laws governing issues such as property ownership, copyrights and other intellectual property issues, taxation, libel, obscenity and personal privacy could also harm our business. ~~activities~~Current and future laws and regulations could harm our business, results of operation and financial condition.

~~Employees~~We are subject to increasing regulation at the federal, state, and international levels relating to privacy and the use of personal user information. These data protection regulations and enforcement efforts may restrict our ability to collect demographic and personal information from users, which could be costly or harm our marketing efforts.

As of December 31, 2009, we have no employees other than our sole officer and director. We anticipate that we will not hire any employees in the next twelve months, unless we generate significant revenues. We believe our future success depends in large part upon the continued service of our sole officer and director, Irwin J. Kirz.Employees

5As of December 31, 2010, we had no employees other than our sole officer and director. We anticipate that we will not hire any employees in the next twelve months, unless we generate significant revenues. We believe our future success depends in large part upon the continued service of our sole officer and director, Irwin J. Kirz.

~~Because~~Item ~~our auditors have issued a going concern opinion, there is substantial uncertainty we will continue operations in which case you could lose your investment~~1A. RISK FACTORS

~~Our~~Risks ~~auditors~~Related have issued a going concern opinion. This means that there is substantial doubt that we can continue as an ongoing business for the next 12 months. The financial statements do not include any adjustments that might result from the uncertainty about our ability to ~~continue~~Our ~~in business. As such we may have to cease operations and you could lose your investment.~~Business

WeBecause ~~lack~~our anauditors ~~operating history and~~ have ~~losses~~ ~~that~~issued weus ~~expect~~a togoing ~~continue~~concern ~~into~~opinion, ~~the~~there ~~future. There~~ is nosubstantial ~~assurance~~uncertainty ~~our future operations will result in profitable revenues. If~~ we ~~cannot generate sufficient revenues to operate profitably, we~~ will ~~cease~~continue operations ~~and~~in which case you ~~will~~ could lose your investment.

WeOur ~~were~~auditors ~~incorporated~~have onissued ~~July~~us ~~11,~~a ~~2008~~going ~~and~~ concern opinion. This means that there is substantial doubt that we ~~have~~can ~~not~~continue ~~started~~as ~~our~~an ~~proposed~~ongoing business ~~operations~~for orthe ~~realized~~next ~~any~~12 ~~revenues~~months. We ~~have~~The nofinancial ~~operating~~statements ~~history~~do ~~upon~~not ~~which~~include anany ~~evaluation~~adjustments ofthat ~~our~~might ~~future~~result ~~success~~from ~~or failure~~the ~~can~~uncertainty beabout ~~made~~our ability to continue in business. As such we may have to cease operations and you could lose your investment.

~~Our~~We ~~ability~~lack toan ~~achieve~~operating history and ~~maintain profitability~~have ~~and~~losses ~~positive~~that ~~cash~~we ~~flow~~expect to continue into the future. There is ~~dependent~~no ~~upon:~~ assurance our future operations will result in profitable revenues. If we cannot generate sufficient revenues to operate profitably, we will cease operations and you will lose your investment.

We ~~our~~were ~~ability~~incorporated toon ~~develop~~July 11, 2008 and ~~continually update~~we ahave ~~functional,~~not ~~user-friendly~~started ~~website;~~ our proposed business operations or realized any revenues. We have no operating history upon which an evaluation of our future success or failure can be made.

~~our~~Our ability to ~~procure~~achieve and maintain ~~on commercially~~profitability ~~reasonable~~and ~~terms~~positive ~~relationships~~cash ~~with~~flow ~~third~~is ~~parties~~dependent ~~to develop and maintain~~ upon:

~~our website, network infrastructure, and transaction processing systems;~~ 5

· our ability to ~~identify~~develop and ~~pursue~~continually ~~mediums through~~update ~~which~~a wefunctional, ~~will~~user-friendly ~~be able to market our products~~website;

· our ability to ~~attract~~procure ~~customers~~and maintain on commercially reasonable terms relationships with third parties to ~~our website;~~ develop and maintain

· our ~~ability~~website, tonetwork ~~generate~~infrastructure, ~~revenues~~and ~~through sales~~transaction onprocessing ~~our website~~systems; ~~and~~

· our ability to ~~manage~~identify ~~growth~~and bypursue ~~managing administrative~~mediums ~~overhead.~~ through which we will be able to market our products;

~~Based~~· ~~upon~~our ~~current~~ability ~~plans, we expect~~ to ~~incur~~ ~~operating~~attract ~~losses~~customers ~~in future periods because we will be incurring expenses and not generating revenues. We cannot guarantee that we will be successful in generating revenues in the future. Failure~~ to ~~generate~~our ~~revenues will cause you to lose your investment.~~website;

We· ~~may~~our beability ~~unable~~ to ~~protect~~generate ~~the intellectual~~revenues ~~property~~through ~~rights~~sales ~~that~~on weour ~~have.~~website; and

~~Irwin~~· ~~J. Kirz,~~ our ~~sole~~ability ~~officer and director, developed the concepts behind the business plan. Mr. Kirz assigned any intellectual property rights that he may have had in that line~~ to ~~us.~~manage ~~While Mr.~~growth ~~Kirz~~by ~~did~~managing ~~not~~administrative ~~believe that website plan infringed on the intellectual property rights of third parties, Mr~~overhead. Kirz did not take any steps such as copyright or trademark protection to protect his intellectual property rights, nor did he conduct any investigation to see if the website plan infringed on the intellectual property rights of third parties. We have not conducted any investigation to see if the website plan infringes on the intellectual property rights of others. We have also not taken any further steps to protect our intellectual property rights in the website designer do we intend to do so until after we receive the proceeds from the offering and start our operations.

~~Mr.~~Based ~~Kirz~~upon iscurrent ~~under~~plans, nowe ~~contractual obligation~~expect to ~~American~~incur ~~Smooth~~operating ~~Wave~~losses toin ~~continue~~future toperiods ~~develop~~because ~~new~~we ~~web~~will ~~products~~be ~~nor is~~incurring heexpenses ~~under~~and ~~any~~not ~~contractual~~generating ~~obligation~~revenues. toWe ~~assign~~cannot ~~his~~guarantee ~~intellectual~~that ~~property rights~~we inwill ~~any~~be ~~new~~successful ~~lines~~in togenerating ~~American~~revenues ~~Smooth~~in ~~Wave~~the future. WeFailure ~~do not intend~~ to ~~use~~generate ~~any person~~revenues ~~other~~will ~~than~~cause ~~Mr.~~you ~~Kirz as a source of concepts for new lines~~ to ~~offer~~lose ~~on our~~your ~~website~~investment.

We ~~intend~~may tobe ~~rely~~unable ~~on a combination of copyright, trademark and trade secret protection and non-disclosure agreements with employees and third-party service providers~~ to ~~establish and~~ protect the intellectual property rights that we have ~~in the products we manufacture and distribute~~. There can be no assurance that our competitors will not independently develop products that are substantially equivalent or superior to ours. There also can be no assurance that the measures we adopt to protect our intellectual property rights will be adequate to do so. The ability of our competitors to develop products or other intellectual property rights equivalent or superior to ours or that our inability to enforce our intellectual property rights could have a material adverse affect our results of operation.

~~Though~~Irwin weJ. doKirz, ~~not~~our ~~believe~~sole ~~that~~officer ~~any~~and ofdirector, developed the ~~products~~ ~~will~~concepts ~~infringe~~behind on the business plan. Mr. Kirz assigned any intellectual property rights ofthat ~~third~~he ~~parties~~may have had in ~~any~~ ~~material~~that ~~respect,~~line ~~there~~to ~~can~~us. beWhile noMr. ~~assurance~~Kirz did not believe that ~~third~~website ~~parties~~plan ~~will~~infringed ~~not claim~~on ~~infringement~~the byintellectual usproperty ~~with~~rights ~~respect~~of tothird ~~the~~parties, ~~products~~Mr. ~~Any~~Kirz did not take any steps such ~~claim,~~as ~~with~~copyright or ~~without~~ ~~merit,~~trademark ~~could~~protection beto ~~time-consuming,~~protect ~~result~~his inintellectual ~~costly~~property ~~litigation~~rights, ~~cause product~~nor ~~shipment~~did ~~delays~~he orconduct ~~require~~any usinvestigation to ~~enter~~see ~~into~~if ~~royalty~~the orwebsite ~~licensing agreements~~plan infringed on the intellectual property rights of third parties. ~~Such~~We ~~royalty~~have ornot ~~licensing~~conducted ~~agreements,~~any investigation to see if ~~required,~~the ~~may~~website ~~not~~plan ~~be available~~infringes on ~~terms~~the ~~acceptable~~intellectual toproperty usrights orof atothers. ~~all,~~We ~~which~~have ~~could~~also ~~have~~not ataken ~~material adverse~~any ~~effect~~further onsteps to protect our ~~business,~~intellectual ~~results~~property ofrights ~~operations~~in the website designer do we intend to do so until after we receive the proceeds from the offering and ~~financial~~start ~~condition~~our operations.

~~Changing~~Mr. ~~consumer~~Kirz ~~preferences~~is ~~will~~under ~~require periodic~~no ~~product~~contractual ~~introduction~~obligation to American Smooth Wave to continue to develop new web products nor is he under any contractual obligation to assign his intellectual property rights in any new lines to American Smooth Wave. We do not intend to use any person other than Mr. Kirz as a source of concepts for new lines to offer on our website.

AsWe intend to rely on a ~~result~~combination of ~~changing consumer preferences~~copyright, ~~many~~trademark ~~websites~~and ~~are~~trade ~~successfully~~secret ~~marketed~~protection ~~for~~and anon-disclosure ~~limited~~agreements ~~period~~with ofemployees ~~time~~and third-party service providers to establish and protect the intellectual property rights that we have in the products we manufacture and distribute. There can be no assurance that ~~any of~~ our ~~candy~~competitors ~~and~~will ~~sweets,~~not ~~food~~independently ~~and~~develop ~~bakery~~ products ~~continue~~that toare besubstantially ~~popular~~equivalent ~~for~~or asuperior ~~period~~to ~~of time~~ours. ~~Our~~There ~~success~~also ~~will~~can be ~~dependent~~ ~~upon~~no ~~our~~assurance ~~ability~~that the measures we adopt to ~~develop~~protect ~~new~~our ~~and~~intellectual ~~improved product~~property ~~lines~~rights will be adequate to do so. ~~Our failure~~The ability of our competitors to ~~introduce~~develop ~~new~~products ~~sites~~or ~~and~~other ~~product~~intellectual ~~lines~~property ~~and~~rights equivalent or superior to ~~achieve~~ours ~~and~~or ~~sustain market~~that ~~acceptance~~our ~~and~~inability to ~~produce~~enforce ~~acceptable~~our ~~margins~~intellectual property rights could have a material adverse ~~effect~~affect on our ~~financial condition and~~ results of ~~operations~~operation.

WeThough ~~face~~we ~~intense~~do ~~competition~~not ~~and~~believe ~~our inability~~that any of the products will infringe on the intellectual property rights of third parties in any material respect, there can be no assurance that third parties will not claim infringement by us with respect to ~~successfully~~the ~~compete~~products. Any such claim, with ~~our~~or ~~competitors~~without ~~will~~merit, could be time-consuming, result in costly litigation, cause product shipment delays or require us to enter into royalty or licensing agreements. Such royalty or licensing agreements, if required, may not be available on terms acceptable to us or at all, which could have a material adverse effect on our business, results of ~~operation~~operations and financial condition.

~~The~~Changing ~~candy,~~consumer ~~sweets,~~preferences ~~food~~will ~~and~~require ~~bakery industry~~periodic ~~is highly competitive. Many of our competitors have longer operating histories, greater brand recognition, broader~~ product ~~lines and greater financial resources and advertising budgets than we do~~introduction. Many of our competitors offer similar products or alternatives to our products. We intend to rely solely on concepts and other intellectual property developed by Irwin J. Kirz, our sole officer and director. There can be no assurance that we will procure an on-line retail market that will be available to support the sites we will offer or allow us to seek expansion. There can be no assurance that we will be able to compete effectively in this marketplace.

~~Intellectual~~As ~~property~~a ~~claims~~result ~~against~~of ~~us can~~changing beconsumer ~~costly~~preferences, ~~and~~many ~~could~~websites ~~impair~~are ~~our~~successfully ~~business.~~marketed ~~Other~~for ~~parties~~a ~~may~~limited ~~assert infringement~~period orof ~~unfair competition claims against us~~time. WeThere ~~cannot~~can ~~predict~~be ~~whether third~~no ~~parties~~assurance ~~will~~that ~~assert~~any ~~claims~~ of ~~infringement against us, or whether any future assertions or prosecutions will harm~~ our ~~business.~~candy Ifand ~~we are forced to defend against any such claims~~sweets, ~~whether~~food ~~they~~and ~~are~~bakery ~~with~~products orcontinue ~~without~~to ~~merit~~be orpopular ~~are determined~~for ina ~~our~~period ~~favor, then we may face costly litigation, diversion~~ of ~~technical~~ ~~and management personnel, or product shipment delays~~time. AsOur asuccess ~~result~~will ~~of such~~be adependent ~~dispute,~~upon weour ~~may~~ability ~~have~~ to develop ~~non-infringing~~new ~~technology~~and orimproved product ~~enter into royalty or licensing agreements~~lines. ~~Such~~Our ~~royalty~~failure orto ~~licensing~~introduce ~~agreements,~~new ~~if required,~~sites ~~may~~and beproduct ~~unavailable~~lines onand ~~terms acceptable~~ to ~~us,~~achieve orand atsustain ~~all.~~market Ifacceptance ~~there is a successful claim of product infringement against us~~ and ~~we are unable~~ to ~~develop~~ ~~non-infringing~~produce ~~technology~~acceptable ormargins ~~license~~could ~~the~~have ~~infringed~~a ormaterial ~~similar technology~~adverse effect on aour ~~timely~~financial ~~basis,~~condition itand ~~could~~results ~~impair~~of ~~our business~~operations.

~~If we do not attract customers to our website on cost-effective terms, we will not make a profit, which ultimately will result in a cessation of operations.~~6

~~Our~~We ~~success~~face ~~depends~~intense oncompetition ~~our~~and ~~ability to attract retail customers to~~ our ~~website~~inability ~~on cost-effective terms. Our strategy~~ to ~~attract~~successfully ~~customers~~compete towith our ~~website,~~competitors ~~which~~will ~~has~~have ~~not~~a ~~been~~material ~~formalized~~adverse ~~or implemented,~~effect includes viral marketing, the practice of generating "buzz" among Internet users in our products through the developing and maintaining weblogs or "blogs", online journals that are updated frequently and available to the public, postings on ~~online communities such as Yahoo!(R) Groups and amateur websites such as YouTube.com, and other methods of getting Internet users to refer others to~~ our ~~website by e-mail or word of mouth; search engine optimization, marketing our website via search engines by purchasing sponsored placement in search~~ results; ~~and entering into affiliate marketing relationships with website providers to increase our access to Internet consumers. We expect to rely on viral marketing as the primary source~~ of ~~traffic to our website, with search engine optimization and affiliate marketing as secondary sources~~operation. Our marketing strategy may not be enough to attract sufficient traffic to our website. If we are unsuccessful at attracting a sufficient amount of traffic to our website, our ability to get customers and our financial condition will be harmed.

ToThe ~~date~~candy, sweets, food and bakery industry is highly competitive. Many of our competitors have longer operating histories, greater brand recognition, broader product lines and greater financial resources and advertising budgets than we do. ~~not~~Many ~~have~~of ~~any~~our ~~customers~~competitors offer similar products or alternatives to our products. We ~~cannot~~ ~~guarantee~~intend ~~that~~to werely ~~will~~solely ~~ever~~on ~~have~~concepts ~~any~~and ~~customers.~~other ~~Even~~intellectual ifproperty wedeveloped ~~obtain customers~~by Irwin J. Kirz, ~~there~~our issole officer and director. There can be no ~~guarantee~~assurance that we will ~~generate~~procure aan ~~profit.~~on-line Ifretail market that will be available to support the sites we ~~cannot generate~~will aoffer ~~profit,~~or allow us to seek expansion. There can be no assurance that we will ~~have~~be able to ~~suspend~~compete oreffectively ~~cease~~in ~~operations.~~this marketplace.

WeIntellectual ~~will~~property claims against us can be ~~dependent~~costly onand could impair our business. Other parties may assert infringement or unfair competition claims against us. We cannot predict whether third parties ~~to develop~~will ~~and~~assert ~~maintain~~claims ~~our~~of ~~website~~infringement against us, ~~network~~or ~~infrastructure~~whether any future assertions or prosecutions will harm our business. If we are forced to defend against any such claims, ~~and~~whether ~~transaction processing~~they ~~systems;~~are ~~design~~with ~~(based~~or onwithout ~~concepts~~merit ~~developed~~or byare determined in our ~~sole~~favor, ~~officer~~then ~~and director);~~we may face costly litigation, diversion of technical and ~~fulfill~~management personnel, or product shipment delays. As a ~~number~~result of ~~customer~~such ~~service~~a ~~and~~dispute, ~~other~~we ~~retail~~may ~~functions~~have to develop non-infringing technology or enter into royalty or licensing agreements. If ~~such~~Such ~~parties~~royalty ~~are~~or ~~unwilling~~licensing agreements, if required, may be unavailable on terms acceptable to us, or at all. If there is a successful claim of product infringement against us and we are unable to ~~continue~~develop ~~providing~~non-infringing ~~these~~technology ~~services~~or license the infringed or similar technology on a timely basis, ~~our~~ ~~business~~it could beimpair ~~severely~~our ~~harmed~~business.

WeIf will rely on third parties to develop and maintain our website, network infrastructure, and transaction processing systems; design (based on concepts developed by Irwin J. Kirz, our sole officer and director) To date we ~~have~~do not ~~entered~~attract ~~into~~customers ~~any formal relationship with any third parties~~ to ~~provide these services. Our success will depend on~~ our ~~ability to~~website ~~build and maintain relationships with such third party service providers~~ on ~~commercially~~ ~~reasonable~~cost-effective terms~~. If we are unable to build and maintain such relationships on commercially reasonable terms~~, we will ~~have~~not tomake ~~suspend~~a ~~or cease operations. Even if we are able to build and maintain such relationships~~profit, if ~~these~~which ~~parties~~ultimately ~~are~~will ~~unable~~result toin ~~deliver products on~~ a ~~timely~~cessation ~~basis,~~of ~~our customers could become dissatisfied and decline to make future purchases~~operations. ~~If our customers become dissatisfied with the services provided by these third parties, our reputation and the Smooth Wave brand could suffer.~~

WeOur ~~will~~success ~~depend~~depends on ~~third~~our ability to attract retail customers to our website on cost-~~party~~effective ~~delivery services~~terms. Our strategy to ~~deliver~~attract customers to our website, which has not been formalized or implemented, includes viral marketing, the practice of generating "buzz" among Internet users in our products through the developing and maintaining weblogs or "blogs", online journals that are updated frequently and available to the public, postings on online communities such as Yahoo!(R) Groups and amateur websites such as YouTube.com, and other methods of getting Internet users to refer others to our ~~customers~~website by e-mail or word of mouth; search engine optimization, marketing our website via search engines by purchasing sponsored placement in search results; and entering into affiliate marketing relationships with website providers to increase our access to Internet consumers. We expect to rely on viral marketing as the primary source of traffic to our website, with search engine optimization and affiliate marketing as secondary sources. Our marketing strategy may not be enough to attract sufficient traffic to our website. If we are unsuccessful at attracting a ~~timely~~sufficient amount of traffic to our website, our ability to get customers and ~~consistent basis~~our financial condition will be harmed.

~~Our~~To ~~operating~~date ~~results~~we do not have any customers. We cannot guarantee that we will ~~depend~~ever onhave ~~our website,~~any ~~network~~customers. ~~infrastructure~~Even if we obtain customers, ~~and~~there ~~transaction~~is ~~processing~~no ~~systems.~~guarantee ~~Capacity restraints~~that orwe ~~systems~~will ~~failures~~generate ~~would~~a ~~harm~~profit. ~~our~~If ~~business~~we cannot generate a profit, ~~results~~we ofwill ~~operations and~~have ~~financial~~to ~~condition~~suspend or cease operations.

We ~~have~~will ~~not~~be ~~developed~~dependent on third parties to develop and maintain our website, network infrastructure, orand transaction processing systems,; ~~and~~design we(based ~~intend~~on toconcepts ~~use~~developed ~~the proceeds~~by ~~from~~our ~~this~~sole ~~offering~~officer toand dodirector); soand asfulfill ~~described~~a innumber ~~the~~of ~~"Use~~customer ~~of Proceeds"~~service ~~section~~and ofother ~~this~~retail ~~prospectus~~functions. WeIf ~~will~~such ~~have~~parties toare ~~suspend~~unwilling or ~~cease operations if we are~~ unable to ~~develop~~continue ~~our~~providing ~~website~~these services, ~~network~~our ~~infrastructure,~~business ~~and transaction~~could ~~processing~~be ~~systems~~severely harmed.

IfWe wewill ~~are~~rely ~~able~~on third parties to develop and maintain our website, network infrastructure, and transaction processing systems,; ~~any~~design ~~systems interruptions~~(based ~~that~~on ~~result~~concepts indeveloped ~~the~~by ~~unavailability~~Irwin ofJ. Kirz, our ~~website~~sole orofficer ~~reduced performance~~and ofdirector) ~~our~~To ~~transaction~~date ~~systems~~we ~~would~~have ~~reduce~~not ~~our~~entered ~~transaction~~into ~~volume~~any ~~and the~~formal ~~attractiveness~~relationship ofwith ~~our~~any ~~services~~third ~~and~~parties ~~would~~to ~~seriously~~provide ~~harm~~these ~~our~~services. ~~business, operating~~Our ~~results,~~success ~~and~~will ~~financial~~depend ~~condition.~~on ~~Our~~our ~~transaction~~ability ~~processing~~to ~~systems~~ build and ~~network~~maintain ~~infrastructure~~relationships ~~may~~with besuch ~~unable~~third toparty ~~accommodate~~service ~~increases~~providers inon ~~traffic~~commercially ~~to our~~reasonable ~~website~~terms. WeIf ~~may~~we beare unable to ~~project~~build ~~accurately~~and ~~the~~maintain ~~rate~~such orrelationships ~~timing~~on ofcommercially ~~traffic increases~~reasonable orterms, ~~successfully~~we ~~upgrade~~will ~~our~~have ~~systems and infrastructure~~ to ~~accommodate future~~suspend ~~traffic~~or ~~levels~~cease ~~on our website~~operations. InEven ~~addition,~~if we ~~may~~are beable ~~unable~~ to ~~upgrade or~~build ~~expand~~and ~~our~~maintain ~~transaction~~such ~~processing~~relationships, ~~systems~~if inthese anparties ~~affective~~are ~~and~~unable ~~timely manner or~~ to ~~integrate~~deliver ~~any~~products ~~newly~~on ~~developed~~a ortimely ~~purchased~~basis, ~~functionality~~our ~~with~~customers ~~our~~could ~~then existing~~become ~~systems.~~dissatisfied ~~Any~~and ~~inability~~decline to domake sofuture ~~may~~purchases. ~~cause~~If ~~unanticipated~~our ~~system disruptions,~~customers ~~slower~~become ~~response~~dissatisfied ~~times,~~with ~~degradation~~the inservices ~~levels~~provided ofby ~~customer~~these ~~service~~third parties, ~~impaired~~ ~~quality~~our reputation and ~~speed~~the ofSmooth ~~order~~Wave ~~fulfillment~~brand orcould ~~delays in reporting accurate financial information~~suffer.

We ~~are~~will ~~solely~~depend ~~dependent~~on ~~upon~~third-party ~~the~~delivery ~~funds~~services to be ~~raised~~deliver inour ~~this~~products ~~offering~~ to ~~initiate~~ our ~~operations,~~customers ~~the~~on ~~proceeds~~a oftimely ~~which may be insufficient to achieve revenues. If we need additional funds~~ and ~~can't raise~~consistent ~~them we will have to terminate our operations~~basis.

~~If we do not make a profit, we may have to suspend or cease operations.~~7

~~Because~~Our weoperating ~~are~~results ~~small~~will ~~and~~depend doon ~~not~~our ~~have much capital~~website, wenetwork ~~must~~infrastructure, ~~limit~~and ~~the~~transaction ~~marketing~~processing ~~of our website~~systems. ~~The~~Capacity ~~website~~restraints isor ~~how~~systems wefailures ~~will generate~~would ~~revenue.~~harm ~~Because we will be limiting~~ our ~~marketing activities~~business, weresults ~~may not~~of beoperations ~~able to attract enough suppliers~~ and ~~customers~~financial ~~to operate profitably~~condition. ~~If we cannot operate profitably, we may have to suspend or cease operations.~~

~~Because~~We have not developed our ~~sole~~website, ~~officer~~network ~~and~~infrastructure, ~~director~~or ~~will only~~transaction beprocessing ~~devoting~~systems, ~~limited~~and ~~time~~we intend to ~~our~~use ~~operations,~~the ~~our~~proceeds ~~operations~~from ~~may~~this beoffering ~~sporadic which~~to ~~may~~do ~~result~~so inas ~~periodic~~described ~~interruptions~~in orthe ~~suspensions~~"Use of ~~operations.~~Proceeds" ~~This activity~~section ~~could~~of ~~prevent~~this usprospectus. ~~from~~We ~~developing~~will ~~websites~~have ~~and~~to ~~attracting~~suspend ~~customers~~or ~~and result~~cease inoperations aif ~~lack~~we ofare ~~revenues~~unable ~~that~~to ~~may~~develop ~~cause~~our uswebsite, tonetwork ~~suspend~~infrastructure, orand ~~cease~~transaction ~~operations~~processing systems.

~~Our~~If ~~sole~~we ~~officer~~are ~~and~~able ~~director~~to develop our website, ~~Irwin~~network ~~J. Kirz~~infrastructure, ~~will~~and ~~only~~transaction beprocessing ~~devoting~~systems, ~~limited~~any ~~time~~systems tointerruptions that result in the unavailability of our ~~operations.~~website ~~Mr.~~or ~~Kirz~~reduced ~~will~~performance ~~be devoting~~of ~~approximately~~our 10transaction ~~hours~~systems ~~per~~would ~~week~~reduce our transaction volume and the attractiveness of ~~his~~our ~~time~~services toand would seriously harm our ~~operations~~business, operating results, and financial condition. ~~Because our~~Our ~~sole~~transaction ~~officer~~processing systems and ~~director~~network ~~will~~infrastructure ~~only~~may be ~~devoting~~unable ~~limited~~to ~~time~~accommodate increases in traffic to our ~~operations,~~ ~~our~~website. ~~operations~~We may be ~~sporadic~~unable ~~and~~to ~~occur~~project ataccurately ~~times~~the ~~which~~rate ~~are convenient~~or timing of traffic increases or successfully upgrade our systems and infrastructure to ~~him.~~accommodate Asfuture atraffic ~~result~~levels on our website. In addition, ~~operations~~we may be ~~periodically~~unable ~~interrupted~~to upgrade or ~~suspended~~ ~~which~~expand ~~could~~our ~~result~~transaction processing systems in aan ~~lack~~affective and timely manner or to integrate any newly developed or purchased functionality with our then existing systems. Any inability to do so may cause unanticipated system disruptions, slower response times, degradation in levels of ~~revenues~~customer ~~and~~service, aimpaired ~~possible~~quality ~~cessation~~and speed of ~~operations~~ order fulfillment or delays in reporting accurate financial information.

~~Because~~We ~~our~~are ~~sole~~solely ~~officer~~dependent ~~and~~upon ~~director~~the ~~does~~funds ~~not~~to ~~have prior~~be ~~experience~~raised in ~~online~~this ~~marketing~~offering to initiate our operations, wethe proceeds of which may ~~have~~be insufficient to ~~hire~~achieve ~~individuals~~revenues. ~~or suspend~~If orwe ~~cease~~need additional funds and can't raise them we will have to terminate our operations.

~~Because our sole officer and director does not have prior experience in online marketing, we may have to hire additional experienced personnel to assist us with our operations.~~ If we ~~need the additional experienced personnel and we~~ do not ~~hire~~make ~~them~~a profit, we ~~could~~may ~~fail in our plan of operations and~~ have to suspend ~~operations~~ or cease operations.

Because ~~our~~we ~~sole~~are ~~officer~~small and ~~director~~do ~~does~~ not have ~~prior~~much ~~experience~~capital, inwe ~~financial~~must ~~accounting~~limit ~~and~~ the ~~preparation~~marketing of ~~reports~~ ~~under~~our ~~the~~website. ~~Securities~~The ~~Exchange~~website ~~Act~~is ofhow ~~1934~~we will generate revenue. Because we will be limiting our marketing activities, we may ~~have~~not be able to ~~hire~~attract ~~individuals which~~enough ~~could~~suppliers ~~result~~and incustomers anto ~~expense~~operate profitably. If we ~~are~~cannot ~~unable~~operate profitably, we may have to ~~pay~~suspend or cease operations.

Because our sole officer and director ~~does not~~will ~~have~~only ~~prior~~be ~~experience~~devoting inlimited ~~financial~~time ~~accounting~~to ~~and~~our ~~the~~operations, ~~preparation~~our ~~of reports~~operations ~~under~~may ~~the~~be ~~Securities~~sporadic ~~Act~~which ~~of 1934, we~~ may ~~have~~result toin ~~hire~~periodic ~~additional experienced~~interruptions ~~personnel~~or tosuspensions ~~assist~~of usoperations. ~~with~~This ~~the~~activity ~~preparation~~could ~~thereof.~~prevent Ifus wefrom ~~need~~developing ~~the additional~~websites ~~experienced personnel~~ and weattracting docustomers ~~not~~and ~~hire~~result ~~them,~~in wea ~~could~~lack ~~fail~~of inrevenues ~~our plan~~that ofmay ~~operations~~cause ~~and~~us ~~have~~ to suspend ~~operations~~ or cease operations ~~entirely and you could lose your investment~~.

~~Because~~Our wesole ~~have~~officer and director, Irwin J. Kirz, will only ~~one~~be ~~officer~~devoting ~~and director~~limited ~~who~~time isto ~~responsible~~our ~~for~~operations. Mr. Kirz will be devoting approximately 10 hours per week of his time to our ~~managerial~~operations. Because our sole officer and ~~organizational~~director ~~structure,~~will ~~in the~~only ~~future~~be devoting limited time to our operations, ~~there~~our operations may ~~not~~ be ~~effective~~sporadic ~~disclosure~~ and ~~accounting~~occur ~~controls~~at times which are convenient to ~~comply~~ ~~with~~him. ~~applicable~~As ~~laws~~a ~~and~~result, ~~regulations~~operations may be periodically interrupted or suspended which could result in ~~fines, penalties~~a lack of revenues and ~~assessments~~a ~~against~~possible uscessation of operations.

WeBecause ~~have~~our ~~only~~sole ~~one~~ officer and director. ~~He is~~does responsible for our managerial and organizational structure which will include preparation of disclosure and accounting controls under the Sarbanes Oxley Act of 2002. When these controls are implemented, he will be responsible for the administration of the controls. Should he not have ~~sufficient~~ prior experience, hein ~~may~~online bemarketing, ~~incapable~~we ~~of creating and implementing the controls which~~ may ~~cause~~have us to behire ~~subject~~individuals toor ~~sanctions~~suspend ~~and~~or ~~fines~~cease ~~by the Securities and Exchange Commission~~operations.

WeBecause ~~are completely dependent on~~ our sole officer and director todoes ~~guide~~not ~~our~~have ~~initial~~prior ~~operations~~experience in online marketing, ~~initiate~~we ~~our~~may ~~plan~~have ~~of operations,~~to ~~and~~hire ~~provide~~additional ~~financial~~experienced ~~support~~personnel to assist us with our operations. If we ~~lose~~need ~~his~~the ~~services~~additional experienced personnel and we ~~will~~do not hire them, we could fail in our plan of operations and have to suspend operations or cease operations.

~~Our~~Because ~~success will depend entirely on the ability and resources of Mr. Kirz,~~ our sole officer and director. Ifdoes wenot ~~lose the~~have ~~services~~prior orexperience in financial ~~support~~accounting ofand ~~Mr.~~the ~~Kirz,~~preparation weof ~~will~~reports ~~cease~~under ~~operations. Presently,~~the ~~Mr.~~Securities ~~Kirz~~Exchange isAct ~~committed~~of to1934, ~~providing~~we ~~his~~may ~~time~~have ~~and financial resources~~ to ~~us.~~hire ~~However,~~individuals ~~Mr.~~which ~~Kirz~~could ~~does~~result ~~engage~~ in ~~other~~an ~~activities~~expense ~~and~~we ~~only~~are ~~devotes~~unable ~~and will devote a limited amount of time~~ to ~~our operations~~pay.

6Because our sole officer and director does not have prior experience in financial accounting and the preparation of reports under the Securities Act of 1934, we may have to hire additional experienced personnel to assist us with the preparation thereof. If we need the additional experienced personnel and we do not hire them, we could fail in our plan of operations and have to suspend operations or cease operations entirely and you could lose your investment.

~~Risks Relating to the Internet Industry~~8

~~Our~~Because ~~success~~we have only one officer and director who is ~~tied~~responsible tofor ~~the~~our ~~continued~~managerial ~~use of~~and organizational structure, in the ~~Internet~~future, there may not be effective disclosure and ~~the~~accounting ~~adequacy~~controls ofto ~~the~~comply ~~Internet~~with ~~infrastructure~~applicable laws and regulations which could result in fines, penalties and assessments against us.

~~Our~~We ~~future~~have ~~revenues~~only one officer and ~~profits,~~director. ifHe ~~any, substantially~~is ~~depend~~responsible ~~upon~~for our managerial and organizational structure which will include preparation of disclosure and accounting controls under the ~~continued~~Sarbanes ~~widespread~~Oxley ~~use~~Act of 2002. When these controls are implemented, he will be responsible for the ~~Internet~~administration asof ~~an effective~~the ~~medium~~controls. Should he not have sufficient experience, he may be incapable of ~~business~~creating and ~~communication~~implementing the controls which may cause us to be subject to sanctions and fines by the Securities and Exchange Commission.

~~Factors~~We ~~which~~are ~~could~~completely ~~reduce~~dependent ~~the~~on ~~widespread use~~our sole officer and director to guide our initial operations, initiate our plan of ~~the~~operations, ~~Internet~~and ~~include:~~provide financial support. If we lose his services we will have to cease operations.

~~actual~~Our success will depend entirely on the ability and resources of Mr. Kirz, our sole officer and director. If we lose the services or ~~perceived~~financial ~~lack~~support of ~~security~~Mr. Kirz, we will cease operations. Presently, Mr. Kirz is committed to providing his time and financial resources to us. However, Mr. Kirz does engage in other activities and only devotes and will devote a limited amount of ~~information~~ ortime ~~privacy~~to ~~protection;~~our operations.

~~possible~~Risks ~~disruptions,~~Relating ~~computer viruses or other damage~~ to the Internet ~~servers or to users' computers; and~~Industry

Our ~~excessive~~success ~~governmental~~is ~~regulation~~tied to the continued use of the Internet and the adequacy of the Internet infrastructure.

~~Customers~~Our ~~may~~future berevenues ~~unwilling~~and toprofits, if any, substantially depend upon the continued widespread use of the Internet toas ~~purchase~~an ~~candy,~~effective ~~sweets,~~medium ~~bakery~~of business and ~~food items~~communication.

~~Our~~Factors ~~future~~which ~~depends~~could ~~heavily~~reduce ~~upon~~ the ~~general~~ ~~public's~~widespread ~~willingness to~~ use ~~the Internet as a means to purchase candy, sweets, bakery and food services. The demand for and acceptance~~ of ~~our services sold over~~ the Internet ~~are highly uncertain, and most e-commerce businesses have a short track record. If consumers are unwilling to use the Internet to conduct business, our business may not develop profitably.~~include:

~~Our~~· ~~relationships~~actual ~~with~~or ~~our~~perceived ~~customers~~lack ~~may be~~of ~~adversely affected if the~~ security ~~measures~~of ~~that we use to protect their personal~~ information, ~~such~~or asprivacy ~~credit card numbers, are ineffective.~~ protection;

~~Any~~· ~~breach in our website security could expose us to a risk of loss or litigation and~~ possible ~~liability.~~disruptions, ~~We anticipate that we will rely on encryption and authentication technology licensed from third parties to provide secure transmission of confidential information. As a result of advances in~~ computer ~~capabilities, new discoveries~~viruses ~~in the field of cryptography~~ or other ~~developments,~~damage ~~a compromise or breach of our security precautions may occur. A compromise in our proposed security could severely harm our business. A party who is able~~ to ~~circumvent our proposed security measures could misappropriate proprietary information, including customer credit card information, or cause interruptions in~~ the ~~operation~~ ofInternet ~~our~~servers ~~website. We may be required to spend significant funds and other resources to protect against the threat of security breaches~~ or to ~~alleviate~~ ~~problems caused by these breaches. However, protection may not be available at a reasonable price, or at all. Concerns regarding the security of e-commerce and the privacy of~~ users' ~~may~~computers; ~~also inhibit the growth of the Internet as a means of conducting commercial transactions.~~and

~~Because~~· weexcessive ~~will~~governmental rely primarily on on-line credit card payment for our services, we will risk fraudulent credit card transactions; a failure to adequately control such transactions would harm our net sales and results of operations because we do not intend to carry insurance against this riskregulation. We intend to utilize technology to help us detect the fraudulent use of credit card information. Nonetheless, we may suffer losses as a result of orders placed with fraudulent credit card data, even though the associated financial institution approved payment of the orders. Under current credit card practices, we will be liable for fraudulent credit card transactions because we do not intend to obtain a cardholder's signature. Because we have no operating history, we cannot predict our future levels of bad-debt expense.

If· ~~one~~Customers ormay ~~more~~be ~~states~~unwilling ~~successfully~~to ~~assert that~~use ~~we should collect sales or other taxes on~~ the ~~sale~~Internet ofto ~~the~~purchase ~~merchandise~~candy, ~~that we offer for sale on our website~~sweets, ~~our~~bakery ~~business~~and ~~could~~food ~~be harmed~~items.

WeOur dofuture ~~not~~depends ~~intend~~heavily toupon ~~collect~~the ~~sales~~general orpublic's ~~other similar~~willingness ~~taxes~~to ~~for~~use ~~physical~~the ~~shipments~~Internet ofas ~~goods~~a ~~into~~means ~~states~~to ~~other~~purchase ~~than~~candy, ~~Texas. One or more local~~sweets, ~~state~~bakery orand ~~foreign~~food ~~jurisdictions~~services. ~~may~~The ~~seek~~demand tofor ~~impose sales tax collection obligations on us~~ and ~~other~~acceptance ~~out-~~of~~-state~~ ~~companies~~our ~~that~~services ~~engage~~sold ~~in online~~over ~~commerce.~~the ~~Our~~Internet ~~business~~are ~~could~~highly beuncertain, ~~adversely~~and ~~affected~~most ife-commerce ~~one~~businesses orhave ~~more~~a ~~states or~~short ~~any~~track ~~foreign~~record. ~~country~~If ~~successfully~~consumers ~~asserts~~are ~~that~~unwilling weto ~~should~~use ~~collect~~the ~~sales~~Internet ~~or other~~to ~~taxes~~conduct onbusiness, ~~the~~our ~~sale~~business ofmay ~~our~~not ~~merchandise~~develop profitably.

~~Existing~~Our orrelationships ~~future~~with ~~government~~our ~~regulation could~~customers ~~harm~~may ~~our~~be ~~business~~adversely affected if the security measures that we use to protect their personal information, such as credit card numbers, are ineffective.

WeAny ~~are~~breach ~~subject~~in our website security could expose us to ~~the~~a ~~same~~risk ~~federal,~~of ~~state~~ loss or litigation and ~~local~~possible ~~laws~~liability. asWe ~~other~~anticipate ~~companies~~that ~~conducting~~we ~~business~~will rely on ~~the~~encryption ~~Internet.~~and ~~Today there~~authentication ~~are~~technology ~~relatively~~licensed ~~few~~from ~~laws~~third ~~specifically~~parties ~~directed~~to ~~towards~~provide ~~conducting~~secure ~~business on~~transmission ~~the~~of ~~Internet~~confidential information. ~~However,~~As ~~due~~a toresult ~~the~~of ~~increasing~~advances ~~popularity~~in ~~and~~computer ~~use~~capabilities, new discoveries ofin the ~~Internet~~ field of cryptography or other developments, ~~many~~a ~~laws~~compromise ~~and~~or ~~regulations~~breach ~~relating~~of toour ~~the~~security ~~Internet~~precautions ~~are~~may ~~being~~occur. ~~debated at~~A ~~the~~compromise ~~state~~in ~~and~~our ~~federal~~proposed ~~levels~~security could severely harm our business. ~~These~~A ~~laws~~party ~~and~~who ~~regulations~~is ~~could~~able ~~cover~~to ~~issues such~~circumvent asour ~~user~~proposed ~~privacy,~~security ~~freedom~~measures ofcould ~~expression~~misappropriate proprietary information, ~~pricing,~~ ~~fraud~~including customer credit card information, ~~quality~~or cause interruptions in the operation of ~~products~~ ~~and~~our ~~services,~~website. ~~taxation,~~We ~~advertising, intellectual property rights~~ may be required to spend significant funds and ~~information security.~~ ~~Applicability~~other resources to protect against the ~~Internet~~ threat of ~~existing~~security ~~laws~~breaches ~~governing~~or ~~issues~~to ~~such~~alleviate asproblems ~~property~~caused ~~ownership~~by these breaches. However, ~~copyrights~~ ~~and~~protection ~~other~~may ~~intellectual~~not ~~property~~be ~~issues,~~available ~~taxation,~~at ~~libel~~a reasonable price, ~~obscenity and~~or ~~personal~~at ~~privacy~~all. ~~could~~Concerns ~~also~~regarding ~~harm~~the ~~our~~security ~~business.~~of ~~Current~~e-commerce and ~~future~~the ~~laws~~privacy ~~and regulations~~of ~~could~~users ~~harm~~may ~~our~~also ~~business,~~inhibit ~~results~~the growth of ~~operation~~the ~~and~~Internet ~~financial condition~~as a means of conducting commercial transactions.

~~Laws~~Because orwe ~~regulations~~will ~~relating~~rely primarily on on-line credit card payment for our services, we will risk fraudulent credit card transactions; a failure to ~~privacy~~ adequately control such transactions would harm our net sales and ~~data~~results ~~protection~~of operations because we do not intend to carry insurance against this risk. We intend to utilize technology to help us detect the fraudulent use of credit card information. Nonetheless, we may ~~adversely~~suffer ~~affect~~losses as a result of orders placed with fraudulent credit card data, even though the ~~growth~~associated financial institution approved payment of ~~our~~the ~~Internet~~orders. ~~business~~Under or current credit card practices, we will be liable for fraudulent credit card transactions because we do not intend to obtain a cardholder's signature. Because we have no operating history, we cannot predict our ~~marketing~~future ~~efforts~~levels of bad-debt expense.

We are subject to increasing regulation at the federal, state, and international levels relating to privacy and the use of personal user information. These data protection regulations and enforcement efforts may restrict our ability to collect demographic and personal information from users, which could be costly or harm our marketing efforts.9

7If one or more states successfully assert that we should collect sales or other taxes on the sale of the merchandise that we offer for sale on our website, our business could be harmed.

~~ITEM~~We 1Bdo not intend to collect sales or other similar taxes for physical shipments of goods into states other than Texas. One or more local, state or foreign jurisdictions may seek to impose sales tax collection obligations on us and other out-of-state companies that engage in online commerce. Our business could be adversely affected if one or more states or any foreign country successfully asserts that we should collect sales or other taxes on the sale of our merchandise.

~~UNRESOLVED~~Existing ~~STAFF~~or ~~COMMENTS~~future government regulation could harm our business.

~~None~~We are subject to the same federal, state and local laws as other companies conducting business on the Internet. Today there are relatively few laws specifically directed towards conducting business on the Internet. However, due to the increasing popularity and use of the Internet, many laws and regulations relating to the Internet are being debated at the state and federal levels. These laws and regulations could cover issues such as user privacy, freedom of expression, pricing, fraud, quality of products and services, taxation, advertising, intellectual property rights and information security. Applicability to the Internet of existing laws governing issues such as property ownership, copyrights and other intellectual property issues, taxation, libel, obscenity and personal privacy could also harm our business. Current and future laws and regulations could harm our business, results of operation and financial condition.

~~ITEM~~Laws 2or regulations relating to privacy and data protection may adversely affect the growth of our Internet business or our marketing efforts.

~~PROPERTIES~~We are subject to increasing regulation at the federal, state, and international levels relating to privacy and the use of personal user information. These data protection regulations and enforcement efforts may restrict our ability to collect demographic and personal information from users, which could be costly or harm our marketing efforts.

~~The~~Item ~~Company does not own any property at the present time and has no agreements to acquire any property~~1B. ~~Our~~UNRESOLVED ~~executive~~STAFF ~~offices are located Grand Avenue, Morongo Valley, CA 92264~~COMMENTS. (The space is approximately 150 square feet total) and is provided by our officer at no cost. We believe that this space is adequate for our needs at this time, and we believe that we will be able to locate additional space in the future, if needed, on commercially reasonable terms.

~~ITEM 3~~None.

~~LEGAL~~Item ~~PROCEEDINGS~~2. PROPERTIES.

~~None~~We did not own any property as of December 31, 2010 and had no agreements to acquire any property. Our executive offices are located Grand Avenue, Morongo Valley, CA 92264. (The space is approximately 150 square feet total) and is provided by our officer at no cost. We believe that this space is adequate for our needs at this time, and we believe that we will be able to locate additional space in the future, if needed, on commercially reasonable terms.

~~ITEM~~Item 43. LEGAL PROCEEDINGS.

~~SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS~~None.

Item ~~None~~4. (Removed and Reserved)

~~ITEM 5.~~10

Item 5. MARKET FOR OUR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

(a) Market Information. ~~Our Common Stock is not trading on any public trading market or stock exchange. No assurance can be given that any market for our Common Stock will ever develop.~~

There is no established public trading market for our Common Stock; however our Common Stock is quoted on the Over-the-Counter Bulletin Board (bthe “OTCBB”) ~~Holders~~under the symbol “ASWV”. ~~As of~~The ~~March~~following 15table sets forth the high and low bid information for our Common Stock for the period from June 11, 2010, ~~there~~the ~~were~~date 39on ~~record~~which ~~holders~~our ofCommon ~~all~~Stock ofwas ~~our~~first ~~issued~~quoted on the OTCBB, through December 31, 2010. The OTCBB quotations reflect inter-dealer prices, are without retail markup, markdowns or commissions, and ~~outstanding~~ ~~shares~~may ofnot ~~Common~~represent ~~Stock~~actual transactions.

(c) Dividend Policy. We have not declared or paid any cash dividends on our Common Stock and do not intend to declare or pay any cash dividend in the foreseeable future. The payment of dividends, if any, is within the discretion of the Board of Directors and will depend on our earnings, if any, our capital requirements and financial condition and such other factors as the Board of Directors may consider.

Common Stock
	High		Low

Second quarter 2010	$	0.00	$	0.00
Third quarter 2010	$	0.05	$	0.05
Fourth quarter 2010	$	0.27	$	0.05

~~ITEM~~(b) 6Holders. As of March 28, 2011 there were 49 record holders of all of our issued and outstanding shares of Common Stock.

~~SELECTED~~(c) ~~FINANCIAL~~Dividend ~~DATA~~Policy. We have not declared or paid any cash dividends on our Common Stock and do not intend to declare or pay any cash dividend in the foreseeable future. The payment of dividends, if any, is within the discretion of the Board of Directors and will depend on our earnings, if any, our capital requirements and financial condition and such other factors as the Board of Directors may consider.

AsItem a6. ~~smaller~~SELECTED ~~reporting~~FINANCIAL ~~company, as defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we are not required to provide the information required by this item~~DATA.

~~ITEM~~As 7a smaller reporting company, as defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we are not required to provide the information required by this item.

Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Certain statements in this report and elsewhere (such as in other filings by the Company with the Securities and Exchange Commission ("SEC"), press releases, presentations by the Company of its management and oral statements) may constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as "expects," "anticipates," "intends," "plans," "believes," "seeks," "estimates," and "should," and variations of these words and similar expressions, are intended to identify these forward-looking statements. Actual results may materially differ from any forward-looking statements. Factors that might cause or contribute to such differences include, among others, competitive pressures and constantly changing technology and market acceptance of the Company's products and services. The Company undertakes no obligation to publicly release the result of any revisions to these forward-looking statements, which may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

American Smooth Wave Ventures, Inc. was incorporated on July 11, 2008. As of ~~the~~December ~~date~~31, ~~of this document~~2010, we have generated no revenues and have incurred substantial expenses. This resulted in a net loss of since inception, which is attributable to general and administrative expenses.

Since incorporation, we have financed our operations primarily through minimal initial capitalization.

To date we have not implemented our fully planned principal operations. The realization of sales revenues in the next 12 months is important in the execution of the plan of operations. However, we cannot guarantee that it will generate such growth. If we do not produce sufficient cash flow to support our operations over the next 12 months, we may need to raise additional capital by issuing capital stock in exchange for cash in order to continue as a going concern. There are no formal or informal agreements to attain such financing. We cannot assure any investor that, if needed, sufficient financing can be obtained or, if obtained, that it will be on reasonable terms. Without realization of additional capital, it would be unlikely for operations to continue.11

~~American~~To ~~Smooth~~date ~~Wave~~we ~~Ventures~~have not implemented our fully planned principal operations. The realization of sales revenues in the next 12 months is important in the execution of the plan of operations. However, ~~Inc~~we cannot guarantee that it will generate such growth.~~’s management~~ If ~~does~~we do not ~~expect~~produce sufficient cash flow to ~~conduct~~support our operations over the next 12 months, we may need to raise additional capital by issuing capital stock in exchange for cash in order to continue as a going concern. There are no formal or informal agreements to attain such financing. We cannot assure any ~~research~~investor ~~and~~that, ~~development~~if needed, sufficient financing can be obtained or, if obtained, that it will be on reasonable terms. Without realization of additional capital, it would be unlikely for operations to continue.

American Smooth Wave Ventures, Inc. ~~currently~~’s management does not ~~own~~expect ~~any significant plant or equipment that it would seek~~ to ~~purchase~~ orconduct ~~sell~~any inresearch ~~the~~and ~~near future~~development.

~~Our~~American ~~management~~Smooth Wave Ventures, Inc. currently does not ~~anticipate~~own any significant ~~changes~~plant inor ~~the~~equipment ~~number~~that ofit ~~employees~~would inseek ~~the~~to ~~next~~purchase 12or ~~months. Currently,~~sell wein ~~believe~~ the ~~services~~near ~~provided by our officers and directors are sufficient at this time~~future.

WeOur ~~have~~management does not ~~paid~~anticipate ~~for~~any ~~expenses~~significant onchanges ~~behalf~~in the number of ~~any~~ ~~director~~employees in the next 12 months. ~~Additionally~~ Currently, we believe ~~that~~the ~~this~~services ~~practice~~provided ~~will~~by ~~not materially~~our ~~change~~officers and directors are sufficient at this time.

8We have not paid for expenses on behalf of any director. Additionally, we believe that this practice will not materially change.

OFF-BALANCE SHEET ARRANGEMENTS

We do not have any off-balance sheet arrangements.

~~(ii)~~ RESULTS OF OPERATIONS

The Company has earned no significant revenue or profits to date, and the Company anticipates that it will continue to incur net losses for the foreseeable future. The Company incurred a net loss of $2349,~~195~~800 for the year ended Dec. 31, ~~2009~~2010, as compared to a net loss of $523,~~050~~195 for ~~2008~~2009. From the date of inception July 11, 2008, to Dec. 31, ~~2009~~2010 the Company ~~lost~~incurred a total loss of $2878,~~245~~045. Most labor and services have been compensated with issuances of stock or cash payment has been deferred.

Liquidity and Capital Resources

The Company has financed its expenses and costs thus far through financing and through the increase in its accounts payable, payments made by others for the company and by the settlement of the payable amounts with shares of common stock of the Company. As of ~~Dec.~~December 31, ~~2009~~2010, the Company had a cash of $~~630~~0 compared to cash of $0630 as of ~~Dec.~~ December 31, ~~2008~~2009.

For the ~~most~~2010 ~~recent~~ fiscal year, ~~2009,~~ the Company incurred a loss in the amount of $2349,~~195~~800 and $523,~~050~~ 195 for ~~2008~~2009. Both years’ losses are a result of organizational expenses and expenses associated with setting up a Company structure in order to begin implementing its business plan. The Company anticipates that until these procedures are completed, it will not generate revenues, and may continue to operate at a loss thereafter, depending upon the performance of the business.

During the period from July 11, 2008 (date of inception) through Dec. 31, ~~2009~~2010, the Company has incurred an accumulated net loss of $2878,~~245~~045 and has not attained profitable operations. The Company is dependent upon obtaining adequate financing to enable it to pursue its business plan and manage its operations so that they are profitable.

~~(iii)~~ The Company has limited financial resources available, which has had an adverse impact on the Company's liquidity, activities and operations. These limitations have adversely affected the Company's ability to obtain certain projects and pursue additional business. There is no assurance that the Company will be able to raise sufficient funding to enhance the Company's financial resources sufficiently to generate volume for the Company, or to engage in any significant research and development, or purchase plant or significant equipment.

Management has been successful in raising sufficient funds to cover the Company’s immediate expenses including the cost of auditing and filing required documents for ~~2009~~2010.

The Company as a whole may continue to operate at a loss for an indeterminate period thereafter, depending upon the performance of its new businesses. In the process of carrying out its business plan, the Company will continue to identify new financial partners and investors. However, it may determine that it cannot raise sufficient capital to support its business on acceptable terms, or at all. Accordingly, there can be no assurance that any additional funds will be available on terms acceptable to the Company or at all. As of Dec. 31, 2009, the company was authorized to issue75,000,000 shares of common stock.12

~~Commitments~~The Company as a whole may continue to operate at a loss for an indeterminate period thereafter, depending upon the performance of its new businesses. In the process of carrying out its business plan, the Company will continue to identify new financial partners and investors. However, it may determine that it cannot raise sufficient capital to support its business on acceptable terms, or at all. Accordingly, there can be no assurance that any additional funds will be available on terms acceptable to the Company or at all. As of Dec. 31, 2010, the company was authorized to issue 75,000,000 shares of common stock. On January 5, 2011, we increased our authorized shares of common stock to 750,000,000 shares, $0.001 per share.

~~We do not have any commitments which are required to be disclosed in tabular form as of Dec. 31, 2009.~~Commitments

~~Off-Balance~~We ~~Sheet~~do ~~Arrangements~~not have any commitments which are required to be disclosed in tabular form as of December 31, 2010.

~~As of Dec. 31, 2009, we have no off~~Off-~~balance~~Balance ~~sheet~~Sheet arrangements such as guarantees, retained or contingent interest in assets transferred, obligation under a derivative instrument and obligation arising out of or a variable interest in an unconsolidated entity.Arrangements

~~Subsequent~~As ~~Events~~of December 31, 2010, we have no off-balance sheet arrangements such as guarantees, retained or contingent interest in assets transferred, obligation under a derivative instrument and obligation arising out of or a variable interest in an unconsolidated entity.

~~There were~~Subsequent ~~no reportable subsequent events from Dec. 31, 2009 through the date this report is filed.~~Events

9On January 21, 2011 (the “Closing Date”) we acquired Ailibao International Investment Limited, a British Virgin Islands company (“Ailibao International”) that, through its operating subsidiaries in the People’s Republic of China, is in the business of producing sportswear.

~~ITEM~~On 7Athe Closing Date, pursuant to a share exchange agreement by and among the Company, Ailibao International, the holders of all outstanding shares of Ailibao International (the “Ailibao International Shareholders”), we acquired all of the outstanding shares of Ailibao International (the “Ailibao International Shares”) from the Ailibao International Shareholders, and the Ailibao International Shareholders transferred all of the Ailibao International Shares to us. In exchange, we issued to the Ailibao International Shareholders, 317,409,000 shares of common stock and to the introducing party, 6,826,000 shares of common stock, totaling 95% of the shares of common stock of the Company issued and outstanding after the closing of the transaction.

~~QUANTITATIVE~~Prior ~~AND~~to ~~QUALITATIVE~~the ~~DISCLOSURES~~Closing ~~ABOUT~~Date, ~~MARKET~~our ~~RISK~~sole officer was Neville Pearson, while Mr. Pearson and Irwin Kirz were our directors. Mr. Kirz resigned as a director on the Closing Date. Mr. Pearson resigned from his officer positions on the Closing Date and his resignation as director was effective February 5, 2011. Prior to the effectiveness of the resignations of Mr. Pearson and Mr. Kirz, the Company’s Board of Directors appointed Ding Baofu as Chief Executive Officer and Chairman of the Board, Lo Wing Sang as Chief Financial Officer and Ding Baojian as Chief Operating Officer. The Board of Directors has also increased its size to three members and nominated and elected Baojian Ding and Ding Changming as new directors of the Company.

AsItem a7A. ~~smaller~~QUANTITATIVE ~~reporting~~AND ~~company,~~QUALITATIVE asDISCLOSURES ~~defined~~ABOUT inMARKET ~~Rule 12b-2 of the Exchange Act, we are not required to provide the information required by this item~~RISK.

~~ITEM~~As 8a smaller reporting company, as defined in Rule 12b-2 of the Exchange Act, we are not required to provide the information required by this item.

Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

See the index to the Financial Statements below, beginning on page F-1.

~~ITEM~~Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

~~CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE~~None.

On January 10, 2010, Board of Directors of the Registrant dismissed The Blackwing Group, LLC, its independent registered public account firm. The PCAOB revoked the registration of Blackwing on December 22, 2009 because of violations of PCAOB rules and auditing standards in auditing the financial statements of two issuers from 2006 to 2008, PCAOB rules and quality controls standards and Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder, and non cooperation with a Board Investigation. The Board of Directors of the Registrant and the Registrant's Audit Committee approved of the dismissal of The Blackwing Group, LLC as its independent auditor. None of the reports of The Blackwing Group, LLC on the Company's financial statements for either of the past two years and the interim period from Dec. 31, 2008-the date of the last audited financial statements-through January 10, 2010,contained an adverse opinion or disclaimer of opinion, or was qualified or modified as to uncertainty, audit scope or accounting principles, except that the Registrant's audited financial statements contained in its S-1 for the period ended 7/15/2008 a going concern qualification in the registrant's audited financial statements.13

~~During~~ITEM ~~the registrant's two most recent fiscal years and the interim period from Dec~~9A. ~~31,~~CONTROLS ~~2008-the~~AND ~~date of the last audited financial statements-through January 10, 2010,there were no disagreements with The Blackwing Group, LLC~~PROCEDURES. whether or not resolved, on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to The Blackwing Group, LLC's satisfaction, would have caused it to make reference to the subject matter of the disagreement in connection with its report on the registrant's financial statements.

~~The~~Disclosure ~~registrant~~Controls ~~has engaged Sam Kan & Company, CPA’s to act as its independent registered public accounting firm for all statements going forward~~ and ~~to perform an required re audits. Sam Kan & Company, CPA’s have not performed any services for the registrant previously.~~ Procedures

10Our management, with the participation of our principal executive officer and principal financial officer, evaluated the effectiveness, as of the end of the period covered by this report, of our disclosure controls and procedures, as such term is defined in Exchange Act Rule 13a-15(e). Based on this evaluation, our principal executive officer and principal financial officer concluded that, as of such date, the Company‘s disclosure controls and procedures were not effective.

~~ITEM~~Internal ~~9A(T).~~Controls Over Financial Reporting

~~CONTROLS~~Our ~~AND~~management ~~PROCEDURES~~is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. Using the Integrated Framework adopted by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”), our management assessed the effectiveness of the Company’s internal control over financial reporting and determined it not to be effective as of as of December 31, 2010. Our management determined that material weaknesses in our internal control over financial reporting existed as of such date, as more fully described below.

As ~~(a) Evaluation~~defined by Auditing Standard No. 5, “An Audit of ~~Disclosure~~Internal ~~Controls~~Control Over Financial Reporting that is Integrated with an Audit of Financial Statements and ~~Procedures~~Related Independence Rule and Conforming Amendments,” established by the Public Company Accounting Oversight Board, a material weakness is a deficiency or combination of deficiencies that results more than a remote likelihood that a material misstatement of annual or interim financial statements will not be prevented or detected. In connection with the assessment described above, management identified the following control deficiencies that represent material weaknesses as of December 31, 2010:

~~Our management, with the participation of our president and chief financial officer, carried out an evaluation of the effectiveness of our “disclosure controls and procedures”~~ (~~as defined in the Exchange Act Rules 13a-15(e~~1) Lack ~~and 15-d-15(e)) as~~ of ~~the~~an ~~end~~independent ~~of the~~audit ~~period covered by this report (the “Evaluation Date”)~~committee. ~~Based~~Although ~~upon~~we ~~that evaluation,~~had ~~the~~an ~~president~~audit ~~and~~committee ~~chief financial officer concluded that~~ as of ~~the Evaluation~~December ~~Date~~31, ~~our~~2010, ~~disclosure~~it ~~controls~~was ~~and procedures are~~ not ~~effective~~comprised ~~to ensure~~solely ~~that~~of ~~information~~independent required to be disclosed by us in the reports that we file or submit under the Exchange Act (i) is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms and (ii) is accumulated and communicated to our management, including our president and chief financial officer, as appropriate to allow timely decisions regarding required disclosure since our auditor had to make audit adjustmentsdirectors. ~~Our management intends to work more closely with our auditors to correct this ineffectiveness.~~

(b2) Inadequate ~~Management's~~staffing ~~Report~~and onsupervision ~~Internal~~within ~~Control~~our ~~over~~bookkeeping ~~Financial Reporting~~ operations. The relatively small number of people who were responsible for bookkeeping functions as of December 31, 2010 prevented us from segregating duties within our internal control system. The inadequate segregation of duties is a weakness because it could lead to the ultimate identification and resolution of accounting and disclosure matters or could lead to a failure to perform timely and effective reviews which may result in a failure to detect errors in spreadsheets, calculations, or assumptions used to compile the financial statements and related disclosures as filed with the Securities and Exchange Commission.

~~Our management is responsible for establishing and maintaining adequate internal control over financial reporting~~ (~~as defined in Rule 13a-15(f~~3) Insufficient ~~under~~number ~~the~~of ~~Exchange~~independent ~~Act)~~directors. ~~Our~~At ~~management assessed~~ the ~~effectiveness~~time of ~~our internal control over financial reporting as of Dec. 31, 2009. In making~~ this ~~assessment~~report, our ~~management~~Board ~~used~~of ~~the~~Directors ~~criteria~~did ~~set~~not ~~forth by~~consist ~~the Committee~~ of ~~Sponsoring~~a ~~Organizations~~majority of ~~the~~independent ~~Treadway~~directors, ~~Commission~~a ~~in Internal~~factor ~~Control-Integrated Framework. Our management has concluded~~ that, ~~as of Dec. 31, 2009, our internal control over financial reporting~~ is ~~not~~counter ~~effective based~~to oncorporate ~~these~~governance ~~criteria.~~practices ~~This~~as ~~annual~~set ~~report~~forth ~~does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation~~ by ~~our registered~~the ~~public accounting firm pursuant to temporary~~ rules of ~~the~~various ~~SEC~~stock ~~that permit us to provide only management’s report in this annual report~~exchanges.”

As ~~(c) Changes~~a insmaller ~~Internal~~reporting ~~Control~~company, we are not required to provide an attestation report of our registered public accounting firm regarding internal control over ~~Financial~~financial ~~Reporting~~reporting in reliance upon rules established by the SEC.

~~There~~Changes ~~were no changes~~ in ~~our internal~~Internal ~~controls~~Controls over ~~financial~~Financial reporting that occurred during the last fiscal quarter covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.Reporting

~~ITEM~~There 9Bhas been no change in our internal control over financial reporting during our last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Item 9B. OTHER INFORMATION

None.

1114

PART III

~~ITEM~~Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

~~DIRECTORS,~~The ~~EXECUTIVE~~following ~~OFFICERS~~table ~~AND~~sets ~~CORPORATE~~forth ~~GOVERNANCE.~~information concerning our officers and directors as of December 31, 2010:

The following table sets forth information concerning our officers and directors as of December 31, 2009:

Name	Age	Positions	Period of Service
Irwin J. Kirz (1)	71	President, CEO, CFO, Secretary and Director	Since inception
Neville Pearson (2)	66	President, CEO, CFO, Secretary and Director	August 14, 2010

Name	Age	Position(s)	Period of Service
Irwin J. Kirz	71	President, Chief Executive Officer,	Inception-Current
		Chief Financial Officer,
		Secretary and sole Director

(1) Resigned from each officer position effective August 2010. Resigned as a director on January 21, 2011.

~~Our~~(2) ~~officers~~Appointed ~~and directors~~August ~~are~~14, ~~elected~~2010. Resigned tofrom ~~hold~~each ~~office~~officer ~~until~~position ~~the~~on ~~next~~January ~~annual~~21, ~~meeting~~2011 ~~of shareholders~~ and ~~until~~as ~~their~~a ~~respective~~director ~~successors~~effective ~~have~~February ~~been elected and qualified~~5, ~~or until prior resignation or removal~~2011.

Mr. ~~Business~~Kirz ~~Experience~~has thirty years of advanced creative art directing for such notable advertising agencies as J. Walter Thompson, Cunningham & Walsh and eighteen years with Grey International as their Senior Creative Director and Vice President. Mr. Kirz has won many awards for his national TV and Print campaigns. His past client list is quite impressive and includes names like Proctor and Gamble, Miles Lab, Scott Paper Company, Folgers Coffee, Jergens, BMW, Clairol Hair Products, Pan Am Airlines, Woolite and Red Lobster to mention a few. He retired in 1998 and since has been dealing in Real Estate and freelance Graphic design projects.

Mr. ~~Kirz~~Pearson ~~has~~is ~~thirty~~a ~~years~~Fellow of ~~advanced creative~~the ~~art~~Association ~~directing~~of ~~for~~Chartered ~~such~~Certified ~~notable advertising agencies as J. Walter Thompson~~Accountants, ~~Cunningham~~and &has ~~Walsh~~gained ~~and~~over ~~eighteen~~35 years ~~with~~of ~~Grey~~senior ~~International~~level ~~as their~~financial ~~Senior~~management ~~Creative~~experience ~~Director~~at ~~and~~CFO ~~Vice~~/ ~~President. Mr.~~Controller ~~Kirz~~level ~~has~~with ~~won~~both ~~many awards~~Public ~~for~~Multi-National ~~his~~and ~~national~~Private TVCompanies ~~and~~on ~~Print~~three ~~campaigns~~continents. ~~His~~ ~~past~~Mr. ~~client~~Pearson ~~list~~brings ~~is quite~~extensive ~~impressive~~experience ~~and~~in ~~includes~~the ~~names~~Real ~~like~~Estate ~~Proctor~~Development and ~~Gamble,~~Construction ~~Miles Lab~~fields, ~~Scott Paper~~as ~~Company,~~well ~~Folgers~~as ~~Coffee,~~having ~~Jergens,~~worked ~~BMW,~~in ~~Clairol~~the ~~Hair Products~~Automotive, ~~Pan~~Mining ~~Am Airlines, Woolite~~ and ~~Red~~Food ~~Lobster~~manufacturing ~~to mention a few~~sectors. ~~He retired in 1998 and since has been dealing in Real Estate and freelance Graphic design projects.~~

Our ~~Compensation~~directors are elected to hold office until the next annual meeting of shareholders and ~~Audit~~until ~~Committees~~their respective successors have been elected and qualified, or until prior resignation or their earlier removal.

AsCompensation ~~we only have two board members~~ and ~~given~~Audit our limited operations, we do not have separate or independent audit or compensation committees. Our Board of Directors has determined that it does not have an “audit committee financial expert,” as that term is defined in Item 407(d)(5) of Regulation S-K. In addition, we have not adopted any procedures by which our shareholders may recommend nominees to our Board of Directors.Committees

~~Section~~As 16we only have two board members and given our limited operations, we do not have separate or independent audit or compensation committees. Our Board of Directors has determined that it does not have an “audit committee financial expert,” as that term is defined in Item 407(ad)(5) ~~Beneficial~~of ~~Ownership Reporting~~Regulation ~~Compliance~~S-K. In addition, we have not adopted any procedures by which our shareholders may recommend nominees to our Board of Directors.

Section 16(a) ofBeneficial ~~the~~Ownership ~~Exchange Act requires our directors and executive officers and persons who beneficially own more than ten percent of our Common Stock (collectively, the “~~Reporting ~~Persons”)~~ to report their ownership of and transactions in our Common Stock to the SEC. Copies of these reports are also required to be supplied to us. To our knowledge, during the fiscal year ended Dec. 31, 2009 the Reporting Persons complied with all applicable Section 16(a) reporting requirements. Compliance

Section ~~Code~~16(a) of ~~Ethics~~the Exchange Act requires our directors and executive officers and persons who beneficially own more than ten percent of our Common Stock (collectively, the “Reporting Persons”) to report their ownership of and transactions in our Common Stock to the SEC. Copies of these reports are also required to be supplied to us. To our knowledge, during the fiscal year ended Dec. 31, 2010 the Reporting Persons complied with all applicable Section 16(a) reporting requirements, other than that Irwin Kirz and Neville Pearson each failed to file a Form 3 and Form 4 to report their respective beneficial ownership in the Company.

~~We have not adopted a Code of Ethics given our limited operations. We expect that our Board of Directors following a merger or other acquisition transaction will adopt a Code of Ethics.~~15

~~ITEM~~Code ~~11.~~of Ethics

~~EXECUTIVE~~We ~~COMPENSATION~~have not adopted a Code of Ethics given our limited operations. We expect that our Board of Directors following a merger or other acquisition transaction will adopt a Code of Ethics.

~~Irwin J.~~ITEM ~~Kirz is our sole officers and directors~~11. He ~~does~~EXECUTIVE ~~not receive any regular compensation for his services rendered on our behalf~~COMPENSATION. ~~He did not receive any compensation during the years ended Dec. 31, 2009 and 2008. No officer or director is required to make any specific amount or percentage of his business time available to us.~~

~~Director~~None ~~Compensation~~of our officers and directors received any compensation for their services to us during the years ended December 31, 2010 and 2009. No officer or director is required to make any specific amount or percentage of his business time available to us.

WeDirector ~~do not currently pay any cash fees to our sole director, nor do we pay director’s expenses in attending board meetings.~~ Compensation

~~Employment~~In ~~Agreements~~2010, we did not pay any cash fees to our sole director, nor did we pay director’s expenses in attending board meetings.

WeEmployment ~~are not a party to any employment agreements.~~Agreements

~~ITEM~~We 12are not a party to any employment agreements.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

The following table sets forth certain information as of ~~Dec.~~December 31, ~~2009~~2010 regarding the number and percentage of our Common Stock (being our only voting securities) beneficially owned by each officer, director, each person (including any “group” as that term is used in Section 13(d)(3) of the Exchange Act) known by us to own 5% or more of our Common Stock, and all officers and directors as a group. We had 8,532,500 shares of common stock outstanding on December 31, 2010.

Name and Address of Beneficial Owner	Number of Shares		~~Percent of Class~~	Percent of Class
Orion Investment, Inc.	2,000,000		55%
Orion Investment, Inc. 55051 Riviera Dr La Quinta, CA 92253		2,000,000			23.4	%
Irwin J. Kirz	200,000		5%
Irwin J. Kirz 8650 Grand Avenue, Yucca Valley, CA 92264.		200,000			2.4	%
8650 Grand Avenue
Neville Pearson 73726 Alessandro Suite 103, Palm Desert, CA, 92260		0			0	%
Yucca Valley, CA 92264

Unless otherwise indicated, we have been advised that all individuals or entities listed have the sole power to vote and dispose of the number of shares set forth opposite their names. For purposes of computing the number and percentage of shares beneficially owned by a security holder, any shares which such person has the right to acquire within 60 days of ~~Dec.~~December 31, ~~2009~~2010 are deemed to be outstanding, but those shares are not deemed to be outstanding for the purpose of computing the percentage ownership of any other security holder.

We currently do not maintain any equity compensation plans.

~~ITEM 13.~~16

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

~~Our~~Neither ~~Board~~ of ~~Directors~~our ~~consist solely~~two directors as of December 31, 2010, Irwin J. Kirz. Heor isNeville ~~not~~Pearson, are “independent” as such term is defined by a national securities exchange or an inter-dealer quotation system.

Various related party transactions are reported throughout the notes to our financial statements and should be considered incorporated by reference herein.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

~~PRINCIPAL~~Baker ~~ACCOUNTANT~~Tilly ~~FEES~~Hong ~~AND~~Kong ~~SERVICES.~~Limited audited our consolidated financial statements for the year ended December 31, 2010 and Sam Kan & Company audited our consolidated financial statements for the year ended December 31, 2009.

~~Sam~~Audit ~~Kan & Associates, 1151 Harbor Bay Parkway, Ste. 101, Alameda CA 94502, (510) 355-0492 is our independent registered public accounting firm.~~Fees

~~Audit~~Baker ~~Fees~~ Tilly Hong Kong Limited was paid aggregate fees of approximately $80,000 for the audit of our annual financial statements for the fiscal year ended December 31, 2010. This fee includes the 2010 annual audit of Ailibao International conducted in relation to our January 2011 acquisition of Ailibao International. No fees were paid to Sam Kan & Company for audit services in 2010.

No fees were paid to Baker Tilly Hong Kong Limited for audit services in 2009. The aggregate fees billed by Sam Kan & ~~Associates~~Company for professional services rendered for the audit of our annual financial statements and review of financial statements included in our quarterly reports on Form 10-Q or services that are normally provided in connection with statutory and regulatory filings was $3,000 for the fiscal year ended ~~Dec.~~December 31, 2009.

Audit-Related Fees

There were no ~~fees~~audit ~~billed by Sam Kan & Associates for assurance and~~ related ~~services~~fees ~~that~~paid ~~are reasonably related~~ to ~~the~~either ~~performance~~Baker ofTilly ~~the~~Hong ~~audit~~Kong Limited or ~~review~~Sam ofKan ~~our~~& ~~financial~~Company ~~statements~~in ~~for~~2010 ~~the fiscal~~or ~~year ended Dec. 31,~~ 2009 ~~and 2008, respectively~~.

Tax Fees

~~The~~There ~~aggregate~~were no fees ~~billed by Sam Kan & Associates~~ for ~~professional services for~~ tax ~~compliance,~~related ~~tax~~services ~~advice,~~from ~~and tax~~either ~~planning~~Baker ~~were~~Tilly $0Hong ~~and~~Kong $0Limited ~~for~~or ~~the~~Sam ~~fiscal~~Kan ~~years~~& ~~ended~~Company ~~Dec.~~in ~~31,~~2010 ~~2009~~or ~~and 2008, respectively~~2009.

~~Pre-Approval~~All ~~Policy~~Other Fees

WeThere dowere ~~not~~no ~~currently~~fees ~~have~~for aother ~~standing~~professional ~~audit~~services ~~committee.~~from ~~The~~either ~~above~~Baker ~~services~~Tilly ~~were~~Hong ~~approved~~Kong byLimited ~~our~~or ~~Board~~Sam ofKan ~~Directors~~& Company in 2010 or 2009.

12Pre-Approval Policy

~~Item~~We 15do not currently have a standing audit committee. The above services were approved by our Board of Directors.

~~Exhibits and Financial Statement Schedules~~17

~~(a)~~Item ~~The~~15. ~~following~~EXHIBITS ~~documents~~AND ~~are~~FINANCIAL ~~filed~~STATEMENT ~~as part of this Report:~~SCHEDULES

~~Report~~1. ofFinancial ~~Independent~~Statements. ~~Registered~~The ~~Public~~following ~~Accounting~~financial ~~Firm~~statements ~~(Sam Kan~~and &the ~~Associates-2009~~reports ~~and~~of ~~2008)~~our independent registered public accounting firm, are filed herewith.

~~Balance~~(a) ~~Sheets~~The atfollowing ~~Dec.~~documents ~~31,~~are ~~2009~~filed ~~and~~as ~~2008~~part of this Report:

~~Statements~~· ofReports ~~Operations for the years ended Dec. 31, 2009 and 2008 and for the cumulative period from July 11, 2008(Date~~ of ~~Inception)~~Independent ~~to Dec.~~Registered ~~31,~~Public ~~2009~~Accounting Firm

~~Statements~~· ofBalance ~~Changes~~Sheets inat ~~Shareholders’ Deficiency for the period from July 11, 2008 (Date of Inception) to~~ Dec. 31, 2010 and 2009

· Statements of ~~Cash~~Operations ~~Flows~~ for the years ended Dec. 31, ~~2009 and~~2010 ~~2008,~~ and ~~for the cumulative period from July 11, 2008 (Date of Inception) to Dec. 31,~~ 2009

~~Notes~~· Statements of Changes in Shareholders’ Deficiency for the period from July 11, 2008 (Date of Inception) to ~~Financial~~Dec. ~~Statements~~31, 2009

1.· ~~Financial~~ Statements. ~~The~~of ~~following~~Cash ~~financial~~Flows ~~statements~~for ~~and~~ the ~~report~~years ofended ~~our~~Dec. ~~independent registered public accounting firm~~31, ~~are~~2009 ~~filed~~and ~~herewith.~~2008

2.· ~~Financial~~Notes ~~Statement~~to ~~Schedules.~~Financial Statements

~~Schedules~~2. ~~are~~Financial ~~omitted~~Statement ~~because the information required is not applicable or the required information is shown in the financial statements or notes thereto~~Schedules.

3.Schedules ~~Exhibits~~are ~~Incorporated~~omitted bybecause ~~Reference~~the information required is not applicable or ~~Filed~~the ~~with~~required ~~this~~information ~~Report~~is shown in the financial statements or notes thereto.

Exhibit No.		Description
31.1		Chief Executive Officer Certification pursuant to section 302 of the Sarbanes-Oxley Act of 2002*
31.2		Chief Financial Officer Certification pursuant to section 302 of the Sarbanes-Oxley Act of 2002*
32.1		Chief Executive Officer Certification pursuant to section 906 of the Sarbanes-Oxley Act of 2002.*

3. Exhibits Incorporated by Reference or Filed with this Report.

*Included herewith

Exhibit No.	Description

31.1	Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2	Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1	Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

1318

SIGNATURES

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

	American Smooth Wave Ventures, Inc.
	AMERICAN SMOOTH WAVE VENTURES, INC.
Date: April 2, 2010
Date: March 29, 2011
	By: /s/ Irwin J. Kirz
	By:	/s/ Baofu Ding
	Irwin J. Kirz, President
	Baofu Ding, Chief Executive Officer

In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Date: April 2, 2010
Date: March 29, 2011
	By: /s/ Irwin J. Kirz
	By:	/s/ Baofu Ding
	Irwin J. Kirz, President and Director
	Baofu Ding
	(Principal Executive Officer)
Date: April 2, 2010
Date: March 29, 2011
	By: /s/ Irwin J. Kirz
	By:	/s/ Wing Sang Lo
	Irwin J. Kirz, Chief Financial Officer
	Wing Sang Lo, Chief Financial Officer
	(Principal Financial and Accounting Officer)

1419

AMERICAN SMOOTH WAVE VENTURES

(A DEVELOPMENT STAGE COMPANY)

AUDITED FINANCIAL STATEMENTS

FOR THE ~~PERIODS~~YEARS OF ENDED

~~JULY~~DECEMBER 1131, ~~2008~~2010 ~~(DATE~~AND ~~OF INCEPTION)~~2009

INDEX TO ~~DECEMBER~~FINANCIAL ~~31, 2008 AND 2009~~STATEMENTS

SAM KAN AND COMPANY

	Page

Report of Independent Registered Public Accounting Firm	F-1

Report of Independent Registered Public Accounting Firm	F-2

Balance Sheets	F-3

Statements of Operations and Comprehensive Income	F-4

Statements of Changes in Stockholders’ Deficit	F-5

Statements of Cash Flows	F-6

Notes to Financial Statements	F-7 – F-11

~~1151~~REPORT ~~HARBOR~~OF ~~BAY~~INDEPENDENT ~~PKWY,~~REGISTERED ~~STE~~PUBLIC ~~101~~ACCOUNTING FIRM

~~ALAMEDA,~~The CABoard ~~94502~~of Directors and Stockholders

~~F-1~~American Smooth Wave Ventures, Inc.

~~TABLE~~We OFhave ~~CONTENTS~~audited the accompanying balance sheet of American Smooth Wave Ventures, Inc. (the “Company”) as of December 31, 2010, and the related statements of operations and comprehensive loss, stockholders’ deficit and cash flows for the year then ended. 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 audit.

	Page
INDEPENDENT AUDITOR’S REPORT	F-3
FINANCIAL STATEMENTS
Balance Sheet	F-4
Statement of Operations	F-5
Statement of Stockholders’ Equity	F-6
Statement of Cash Flows	F-7
Notes to Financial Statements	F-8

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. 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.

~~F-2~~In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2010 and the results of its operations and cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.

~~REPORT~~The OFaccompanying ~~INDEPENDENT~~financial ~~REGISTERED~~statements ~~PUBLIC~~have ~~ACCOUNTING~~been ~~FIRM~~prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has incurred net loss of $49,800 and used net cash in operating activities of $10,630 for the year ended December 31, 2010. As of December 31, 2010, the Company recorded stockholder’s deficit of $12,518. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans concerning these matters are also described in Note 2 to the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

To/s/ ~~The~~Baker ~~Board~~Tilly ofHong ~~Directors~~Kong ~~American Smooth Wave Ventures, Inc. (A Development Stage Company) Yucca Valley, California~~Limited

Baker WeTilly ~~have~~Hong ~~audited~~Kong the accompanying balance sheets of American Smooth Wave Ventures, Inc. as of December 31, 2009 and 2008, and the related statements of operations, stockholders' equity (deficit), and cash flows for the years ended December 31, 2009 and 2008. 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.Limited

WeCertified ~~conducted our audits in accordance with the standards of the~~ Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the 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 audits provide a reasonable basis for our opinion.Accountants

Hong InKong our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of American Smooth Wave Ventures, Inc. (A Development Stage Company) as of December 31, 2009 and 2008, and the results of their operations and their cash flows for the years then ended in conformity with U.S. generally accepted accounting principles. SAR

WeMarch ~~were not engaged to examine management's assessment of the effectiveness of American Smooth Wave Ventures~~29, ~~Inc.’s internal control over financial reporting as of December 31, 2009 and 2008, and accordingly, we do not express an opinion thereon.~~2011

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note B to the consolidated financial statements, the Company has suffered recurring losses and has experienced negative cash flows from operations, which raises substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to those matters are also described in Note B to the consolidated financial statements. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. F-1

~~/s/~~REPORT ~~Sam~~OF ~~Kan~~INDEPENDENT &REGISTERED ~~Company~~PUBLIC ~~Sam~~ACCOUNTING ~~Kan & Company March 29, 2010 Alameda, California~~FIRM

~~F-3~~To the Board of Directors

American Smooth Wave Ventures, Inc.
(A Development Stage Enterprise)
Balance Sheets
		December 31,
		2009		2008
ASSETS
Current assets
	Cash	$	630	$	-
	Prepaid Expenses		-		-
	Accounts Receivable					Total current assets	630	-
Total assets		$	630	$	-
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
	Accounts payable	$	3,000	$	-
Total current liabilities			3,000		-
Stockholders' Deficit Equity
	Common stock, $.001 par value; 75,000,000 shares authorized, 2,200,000 and 4,282,500 shares issued and outstanding at December 30, 2008 and 2009		4,283		2,200
	Additional paid in capital		21,953		2,850
	Deficit accumulated during the development stage		(28,245)		(5,050)
Total stockholders' deficit			(2,370)		-
Total liabilities and stockholders' deficit		$	630	$	-
See accompanying notes to financial statements

American Smooth Wave Ventures, Inc.

~~F-4~~(A Development State Company)

American Smooth Wave Ventures, Inc.
(A Development Stage Enterprise)
Statement of Operations
		Year Ended December 31, 2009		For the period from July 11, 2008 (inception) to December 31, 2008		For the period from July 11, 2008 (inception) to December 31, 2009
Revenue		$	-	$	-	$	-
Expenses
	General and administrative		23,195		5,050		28,245
Total expenses			23,195		5,050		28,245
Net loss		$	(23,195)	$	(5,050)	$	(28,245)
Basic and diluted loss per common share		$	(0.00990)	$	(0.00230)
Weighted average shares outstanding			2,344,034		2,200,000
See accompanying notes to financial statements

Palm Desert, California

~~F-5~~We have audited the accompanying balance sheets of American Smooth Wave Ventures, Inc. as of December 31, 2009 and 2008, and the related statements of operations, stockholders' equity (deficit), and cash flows for the period from the date of inception on July 11, 2008 to December 31, 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.

American Smooth Wave Ventures, Inc.
(A Development Stage Enterprise)
Statement of Changes in Stockholders' Deficit
	Common Stock			Additional Paid In Capital		Accumulated Deficit		Total
	Shares	Amount
Balance, July 11, 2008 (Inception)	-	$	-	$	-	$	-	$	-
Common stock issued for cash	2,000,000		2,000		2,850		-		4,850
Common stock issued for services	200,000		200		-		-		200
Net loss, period ended December 31, 2008	-		-		-		(5,050)		(5,050)
Balance, December 31,, 2008	2,200,000		2,200		2,850		(5,050)		-
Common stock issued for cash	2,082,500		2,083		18,743		-		20,825
Net loss, year ended December 31, 2009	-		-		-		(23,195)		(23,195)
Balance,December 31, 2009	4,282,500	$	4,283	$	21,593	$	(28,245)	$	(2,370)
See accompanying notes to financial statements

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the 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 audits provide a reasonable basis for our opinion.

~~F-6~~In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of American Smooth Wave Ventures, Inc.(A Development Stage Company) as of December 31, 2009 and 2008, and the results of their operations and their cash flows for the period from the date of inception on July 11, 2008 to December 31, 2009 then ended in conformity with U.S. generally accepted accounting principles.

American Smooth Wave Ventures, Inc.
(A Development Stage Enterprise)
Statements of Cash Flows
			Year Ended December 31, 2009		Year Ended December 31, 2008		For the period from July 11, 2008 (inception) to December 31, 2009
Cash flows from operating activities
	Net loss		$	(23,195)	$	(5,050)	$	(28,245)
	Changes in operating assets and liabilities
		Prepaid expenses		-		-		-
		Accounts payable		3,000		-		3,000
Net cash used in operating activities				(20,195)		(5,050)		(25,245)
Cash flows from investing activities				-		-		-
Cash flows from financing activities
		Common stock issued for services		-		-		-
		Proceeds from sale of stock		20,825		5,050		25,875
Net cash provided by financing activities				20,825		5,050		25,875
		Net change in cash		630		-		630
		Cash at beginning of period		-		-		-
		Cash at end of period	$	630	$	-	$	630
Supplemental cash flow Information:
	Cash paid for interest		$	-	$	-	$	-
	Cash paid for income taxes		$	-	$	-	$	-
See accompanying notes to financial statements

We were not engaged to examine management's assessment of the effectiveness of American Smooth Wave Ventures, Inc.'s internal control over financial reporting as of December 31, 2009 and 2008, and accordingly, we do not express an opinion thereon.

~~F-7~~The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note B to the consolidated financial statements, the Company has suffered recurring losses and has experienced negative cash flows from operations, which raises substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to those matters are also described in Note B to the consolidated financial statements. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~AMERICAN~~/s/ ~~SMOOTH~~Sam ~~WAVE~~Kan ~~VENTURES,~~& ~~INC. (A Development Stage~~ Company~~) NOTES TO FINANCIAL STATEMENTS FOR THE INCEPTION PERIOD OF JULY 11, 2008 TO DECEMBER 31, 2009~~

~~NOTE~~Sam AKan –& ~~SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES~~ Company

AMarch ~~summary of significant accounting policies of American Smooth Wave Ventures~~29, Inc. (A Development Stage Company) (the Company) is presented to assist in understanding the Company’s financial statements. The accounting policies presented in these footnotes conform to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the accompanying financial statements. These financial statements and notes are representations of the Company’s management who are responsible for their integrity and objectivity. The Company has not realized revenues from its planned principal business purpose and is considered to be in its development state in accordance with SFAS 7, “Accounting and Reporting by Development State Enterprises.” 2010

~~Organization~~Almeda, ~~Nature of Business and Trade Name~~ California

American Smooth Wave Ventures, Inc. was incorporated in the state of Iowa on July 11, 2008 under the same name. The Company is a development stage company and has as a principal business objective of becoming on online candy and sweets catering service. Appropriate food and Bakery items will be purchased online for shipping. F-2

WeAMERICAN ~~intend~~SMOOTH toWAVE ~~develop~~VENTURES, ~~procedures to make the information given to a prospective purchaser as accurate as possible to lead to the highest percentage of successful American Smooth Wave purchases~~INC. ~~We intend to focus only on items that can be shipped without diminution in quality of the product. Basis of Presentation~~

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 at the date of the financial statements and the reported amounts of revenue and expenses during the reported period. Actual results could differ from those estimates. Management further acknowledges that it is solely responsible for adopting sound accounting practices, establishing and maintaining a system of internal accounting control and preventing and detecting fraud. The Company’s system of internal accounting control is designed to assure, among other items, that (1)A ~~recorded~~Development ~~transactions~~Stage ~~are valid; (2~~Enterprise) all valid transactions are recorded and (3) transactions are recorded in the period in a timely manner to produce financial statements which present fairly the financial condition, results of operations and cash flows of the company for the respective periods being presented.

~~Stockholders’~~BALANCE ~~Equity: Common stock~~ SHEETS

The authorized common stock of the Company consists of 75,000,000 shares with par value of $0.001. On July 11, 2008, the Company authorized the issuance of 200,000 shares of its $.001 par value common stock at $0.001 per share in consideration of $200 in cash. Also on July 11, 2008, the Company authorized the issuance of 2,000,000 shares of its $.001 par value common stock at .002425 per share in consideration of $4,850 in cash from Orion Investments.

		As of December 31,
	Note	2010			2009
Assets
Current assets:
Cash		$	-		$	630
Total current assets			-			630

Total assets		$	-		$	630

Liabilities and stockholders' deficit
Current liabilities:
Accounts payable		$	2,428		$	3,000
Accrued expenses			90			-
Total current liabilities			2,518			3,000

Non-current liabilities:
Related party loan	3		10,000			-
Total liabilities			12,518			3,000

Stockholders' deficit:
Common stock; par value $0.001; 75,000,000 shares authorized; 8,532,500 and 4,282,500 shares issued and outstanding at December 31, 2010 and 2009			8,533			4,282
Additional paid-in capital			56,994			21,593
Deficit accumulated during the development stage			(78,045	)		(28,245	)
Total stockholders' deficit			(12,518	)		(2,370	)
Total liabilities and stockholders' deficit		$	-		$	630

~~For~~See the ~~year~~accompanying ~~ended~~notes ~~December~~to ~~31,~~financial ~~2009, the Company issued 2,082,500 shares of commons stock at $0.01 per share in consideration of $20,825.~~ statements

~~As of Dec. 31, 2009 4,282,500 shares were issued and outstanding.~~ F-3

AMERICAN SMOOTH WAVE VENTURES, INC. ~~(A Development Stage Company) NOTES TO FINANCIAL STATEMENTS FOR THE INCEPTION PERIOD OF JULY 11, 2008 TO DECEMBER 31, 2009~~

~~NOTE~~ (A –Development ~~SUMMARY~~Stage ~~OF SIGNIFICANT ACCOUNTING POLICIES (continued~~Enterprise)

~~Net~~STATEMENTS ~~loss~~OF ~~per~~OPERATIONS ~~common~~and ~~share~~comprehensive loss

Net loss per share is calculated in accordance with SFAS No. 128, “Earnings Per Share.” The weighted-average number of common shares outstanding during each period is used to compute basic loss per share. Diluted loss per share is computed using the weighted averaged number of shares and dilutive potential common shares outstanding. Dilutive potential common shares are additional common shares assumed to be exercised.

	Years ended December 31,
	2010			2009

Revenue	$	-		$	-

Expenses:
General and administrative		(6,960	)		(23,195	)
Professional fees		(42,750	)		-

Total operating expenses		(49,710	)		(23,195	)

Loss from operations		(49,710	)		(23,195	)

Interest expense		(90	)		-

Loss before income taxes		(49,800	)		(23,195	)
Income taxes		-			-

Net loss and total comprehensive loss		(49,800	)		(23,195	)

Basic and diluted loss per share	$	(0.01	)	$	(0.01	)

Weighted average number of shares outstanding		4,298,068			2,344,034

~~Basic~~See ~~net loss per common share is based on~~ the ~~weighted~~accompanying ~~average~~notes ~~number~~to offinancial shares of common stock outstanding during 2009 and since inception. As of Dec. 31, 2009, the Company had 4,282,500 common shares outstanding. As of Dec. 31, 2009 and since inception, the Company had no dilutive potential common shares.statements

~~Basic Loss Per Share~~F-4

~~The computations~~AMERICAN ofSMOOTH ~~basic~~WAVE ~~loss~~VENTURES, ~~per share of common stock are based on the weighted average number of shares outstanding at the date of the financial statements~~INC. ~~There are no common stock equivalents outstanding.~~

		Loss		Shares		Per Share
		(Numerator)		(Denominator)		Amount
From Inception on July 11, 2008 to Period Ended Dec. 31, 2009	$	(28,245)	$	2,344,034	$	(0.00990)

(A Development Stage Enterprise)

~~Provision for~~STATEMENTS ~~Income~~OF ~~Taxes~~CHANGES IN STOCKHOLDERS’ DEFICIT

Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely that not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

	Common Stock				Additional					Total
	Number of shares		Amount		paid-in capital		Accumulated losses			stockholders’ deficit

Balance, January 1, 2009		2,200,000	$	2,200	$	2,850	$	(5,050	)	$	-

Common stock issued for cash		2,082,500		2,082	$	18,743		-			20,825
Total comprehensive loss		-		-		-		(23,195	)		(23,195	)
Balance, December 31, 2009		4,282,500		4,282		21,593		(28,245	)		(2,370	)

Common stock issued for cash		4,250,000		4,251		35,401		-			39,652
Total comprehensive loss		-		-		-		(49,800	)		(49,800	)
Balance, December 31, 2010		8,532,500	$	8,533	$	56,994	$	(78,045	)	$	(12,518	)

~~Net~~See ~~deferred tax assets consist of~~ the ~~following~~ ~~components~~accompanying ~~from~~notes ~~Inception on July 11, 2008~~ to ~~Dec.~~financial ~~31, 2009:~~ statements

		2009
Deferred tax assets NOL Carryover	$	9,603
Valuations Allowance		(9,603)
Net Deferred Tax Asset	$	0

F-5

AMERICAN SMOOTH WAVE VENTURES, INC. ~~(A Development Stage Company) NOTES TO FINANCIAL STATEMENTS FOR THE INCEPTION PERIOD OF JULY 11, 2008 TO DECEMBER 31, 2009~~

~~NOTE~~ (A –Development ~~SUMMARY~~Stage ~~OF SIGNIFICANT ACCOUNTING POLICIES (continued~~Enterprise)

~~Provision~~STATEMENTS ~~for~~OF ~~Income~~CASH ~~Taxes (continued)~~ FLOWS

The income tax provision differs from the amount of income tax determined by applying the U.S. federal income tax rate of 34% to pretax income from continuing operations for the periods ended Dec. 31, 2009 due to the following:

	Years ended December 31,
Cash flows from operating activities:	2010			2009

Net loss	$	(49,800	)	$	(23,195	)
Adjustments to reconcile net loss to net cash used in operating activities:
Issuance of common stock in exchange for services		39,652			-
Changes in operating assets and liabilities:
Accounts payable		(572	)		3,000
Accrued expenses		90			-
Net cash used in operating activities		(10,630	)		(20,195	)

Cash flows from financing activities
Proceeds from related party loan		10,000			-
Proceeds from sale of stock		-			20,825
Net cash provided by financing activities		10,000			20,825

(Decrease)/increase in cash		(630	)		630

Cash at beginning of year		630			-

Cash at end of year	$	-		$	630

Supplemental disclosure of non-cash investing and financing activities:
Issuance of common stock for professional and consulting services	$	39,652		$	-

AtSee ~~Dec. 31, 2009,~~ the ~~Company~~accompanying ~~had~~notes ~~an operating~~to ~~loss carry forward of $28,245 that can be used as an offset against future taxable income. No tax benefit has been reported in the Dec. 31, 2009~~ financial statements ~~since the potential tax benefit is offset by a valuation allowance of the same amount.~~

~~Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry~~F-forwards for Federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carry forwards may be limited as to use in the future. 6

~~Use~~AMERICAN ofSMOOTH ~~Estimates~~WAVE VENTURES, INC.

The preparation of financial statements in 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 disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. (A ~~change~~Development inStage managements’ estimates or assumptions could have a material impact on American Smooth Wave Ventures, Inc.’s financial condition and results of operations during the period in which such changes occurred. Enterprise)

~~Actual~~NOTES ~~results~~TO ~~could~~FINANCIAL differ from those estimates. American Smooth Wave Ventures, Inc.’s financial statements reflect all adjustments that management believes are necessary for the fair presentation of their financial condition and results of operations for the periods presented. STATEMENTS

~~Fair~~1. SUMMARY ~~Value~~OF ofSIGNIFICANT ~~Financial~~ACCOUNTING ~~Instruments~~ POLICIES

AsA atsummary ~~Dec.~~of ~~31,~~significant ~~2009~~accounting policies of American Smooth Wave Ventures, Inc. (A Development Stage Company) (the ~~fair~~“Company”) ~~value~~is ~~of cash~~presented ~~and~~to ~~accounts~~assist ~~and~~in ~~advances~~understanding ~~payable,~~the ~~including~~Company’s ~~amounts~~financial ~~due~~statements. The accounting policies presented in these footnotes conform to accounting principles generally accepted in the United States of America and ~~from related~~have ~~parties,~~been ~~approximate~~consistently ~~carrying~~applied ~~values~~in ~~because~~the preparation of the ~~short-term~~accompanying ~~maturity~~ financial statements. These financial statements and notes are representations of ~~these~~the ~~instruments~~Company’s management who are responsible for their integrity and objectivity. The Company has not realized revenues from its planned principal business purpose and is considered to be in its development state in accordance with Statements of Financial Accounting Standards (SFAS) 7, “ Accounting and Reporting by Development State Enterprises.”

~~Recently~~Organization, ~~Issued~~Nature ~~Accounting~~of ~~Pronouncements~~Business and Trade Name

OnThe ~~July 1,~~Company ~~2009,~~was ~~Financial~~incorporated ~~Accounting~~in ~~Standards Board (“FASB”) Accounting Standards Codification™ (“ASC”) became~~ the ~~sole source~~State of ~~authoritative~~Iowa ~~Generally~~on ~~Accepted~~July ~~Accounting~~11, ~~Principles~~2008 ~~(“GAAP”) literature~~under ~~recognized by~~ the ~~Financial~~same ~~Accounting Standards Board for financial statements issued for interim and annual periods ending after September 15, 2009~~name. ~~Rules~~The ~~and~~Company ~~interpretive~~is ~~releases~~a ofdevelopment ~~the~~stage ~~Security Exchange~~company ~~Commission (“SEC”) under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. Except for applicable SEC rules~~ and ~~regulations~~has ~~and~~as a ~~limited~~principal ~~number~~business ofobjective ~~grandfathered standards, all other sources~~ of ~~GAAP~~becoming ~~for~~an ~~nongovernmental~~online ~~entities~~candy ~~were~~and ~~superseded~~sweets bycatering ~~the issuance of ASC~~service. ~~ASC~~Appropriate ~~did~~food ~~not~~and ~~change~~bakery ~~GAAP,~~items ~~but~~will ~~rather~~be ~~combined~~purchased ~~the~~online ~~sources of GAAP and the framework~~ for ~~selecting among those sources into a single source~~shipping. ~~Accordingly, the adoption of ASC had no impact on the financial results of the Company.~~

OnBasis ~~June 12, 2009 the FASB issued two statements that amended the guidance for off-balance-sheet accounting~~ of financial instruments: SFAS No. 166, “Accounting for Transfers of Financial Assets,” and SFAS No. 167, “Amendments to FASB Interpretation No. 46(R).” SFAS No. 166 revises SFAS No. 140, “Accounting for Transfers Presentation

~~AMERICAN~~The ~~SMOOTH~~preparation ~~WAVE~~of ~~VENTURES~~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 at the date of the financial statements and the reported amounts of revenue and expenses during the reported period. Actual results could differ from those estimates. Management further acknowledges that it is solely responsible for adopting sound accounting practices, ~~INC~~establishing and maintaining a system of internal accounting control and preventing and detecting fraud. The Company’s system of internal accounting control is designed to assure, among other items, that (A1) ~~Development~~recorded ~~Stage~~transactions ~~Company~~are valid; (2) ~~NOTES~~ ~~TO FINANCIAL~~all ~~STATEMENTS FOR~~valid ~~THE INCEPTION~~transactions ~~PERIOD~~are OFrecorded ~~JULY~~and ~~11,~~(3) ~~2008 TO~~transactions ~~DECEMBER 31~~are recorded in the period in a timely manner to produce financial statements which present fairly the financial condition, ~~2009~~results of operations and cash flows of the Company for the respective periods being presented.

~~NOTE~~Stockholders’ AEquity: –Common ~~SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)~~ stock

~~Recently~~The ~~Issued~~authorized ~~Accounting~~common ~~Pronouncements (continued)~~stock of the Company consists of 75,000,000 Shares with par value of $0.001. On July 11, 2008 the Company authorized the issuance of 200,000 shares of its $0.001 par value common stock at $0.001 per share in consideration of $200 in cash. Also on July 11, 2008, the Company authorized the issuance of 2,000,000 shares of its $0.001 par value common stock at $0.002425 per share in consideration of $4,850 in cash from Orion Investments.

~~and~~For ~~Servicing~~the ofyear ~~Financial~~ended ~~Assets~~December ~~and Extinguishments of Liabilities~~31,” ~~and will require entities to provide more information about sales of securitized financial assets and similar transactions~~2009, ~~particularly if~~ the ~~seller~~Company ~~retains~~issued ~~some risk to the assets~~2,082,500 ~~the~~shares ~~FASB said. The statement eliminates the concept~~ of acommon ~~qualifying~~stock ~~special-purpose~~at ~~entity,~~$0.01 ~~changes~~per ~~the requirements~~share ~~for~~in ~~the~~consideration ~~derecognizing~~ of ~~financial assets~~$20, ~~and calls upon sellers of the assets to make additional disclosures about them~~825.

~~SFAS~~For ~~No.~~the ~~167~~year ~~amends~~ended ~~FASB~~December ~~Interpretation (FIN) No. 46(R)~~31, ~~“Consolidation of Variable Interest Entities~~2010,~~” by~~ ~~altering~~the ~~how~~Company aissued ~~company determines when an entity that is insufficiently capitalized or not controlled through voting should be consolidated~~4,250,000 ~~the~~shares ~~FASB said. A company has to determine whether it should provide consolidated reporting~~ of ancommon ~~entity~~stock ~~based~~at ~~upon the entity's purpose and design and the parent company's ability to direct the entity's actions~~$0.01 ~~SFAS~~per ~~Nos.~~share ~~166~~in ~~and~~consideration ~~167 will be effective at the start~~ of ~~the first fiscal year beginning after November 15~~$39, ~~2009, which will mean January 2010 for companies that are on calendar years~~652.

InAs ~~May~~of ~~2009~~December 31, ~~the FASB issued SFAS 165~~2010, ~~“Subsequent Events.” SFAS 165 should not result in significant changes in the subsequent events that an entity reports. Rather~~8,532,500 ~~SFAS~~shares ~~165~~were ~~introduces the concept of financial statements being available to be~~ issued. ~~Financial statements are considered available to be issued when they are complete in a form~~ and ~~format that complies with generally accepted accounting principles (GAAP) and all approvals necessary for issuance have been obtained~~outstanding.

In May of 2008, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 163, “Accounting for Financial Guarantee Insurance – an interpretation of FASB Statement No. 60, Accounting and Reporting by Insurance Enterprises”. This statement requires that an insurance enterprise recognize a claim liability prior to an event of default (insured event) when there is evidence that credit deterioration has occurred in an insured financial obligation. This statement also clarifies how Statement 60 applies to financial guarantee insurance contracts. This statement is effective for fiscal years beginning after December 15, 2008. This statement has no effect on the Company’s financial reporting at this time.F-7

InAMERICAN ~~March~~SMOOTH ofWAVE ~~2008 FASB issued Statement of Financial Accounting Standards (SFAS) No. 161~~VENTURES, ~~“Disclosures about Derivative Instruments and Hedging Activities—an amendment of FASB Statement No~~INC. 133, “Accounting for Derivatives and Hedging Activities.” SFAS No. 161 has the same scope as Statement No. 133 but requires enhanced disclosures about (a) how and why an entity uses derivative instruments, (b) how derivative instruments and related hedged items are accounted for under Statement No. 133 and its related interpretations, and (c) how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. SFAS No. 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. The statement encourages, but does not require, comparative disclosures for earlier periods at initial adoption. SFAS No. 161 has no effect on the Company’s financial position, statements of operations, or cash flows at this time.

In(A ~~December,~~Development ~~2007,~~Stage the FASB issued SFAS No. 160, “Non-controlling interests in Consolidated Financial Statements, an amendment of ARB No. 51.” SFAS No. 160 applies to “for-profit” entities that prepare consolidated financial statements where there is an outstanding non-controlling interest in a subsidiary. The Statement requires that the non-controlling interest be reported in the equity section of the consolidated balance sheet but identified separately from the parent. The amount of consolidated net income attributed to the non-controlling interest is required to be presented, clearly labeled for the parent and the non-controlling entity, on the face of the consolidated statement of income. When a subsidiary is de-consolidated, any retained non-controlling interest is to be measured Enterprise)

~~AMERICAN SMOOTH WAVE VENTURES, INC. (A Development Stage Company)~~ NOTES TO FINANCIAL STATEMENTS ~~FOR THE INCEPTION PERIOD OF JULY 11, 2008 TO DECEMBER 31, 2009~~

~~NOTE A –~~ 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

~~Recently~~Net ~~Issued~~Loss ~~Accounting~~per ~~Pronouncements (continued)~~common share

atNet ~~fair~~loss ~~value.~~per ~~Gain~~share oris ~~loss~~calculated onin ~~de-consolidation~~accordance ~~is recognized~~with ~~rather~~SFAS ~~than~~No. ~~carried~~128, as“Earnings ~~the~~Per ~~value~~Share”. The weighted-average number of ~~the~~common ~~retained~~shares ~~investment.~~outstanding ~~The Statement~~during each period is ~~effective~~used ~~for~~to ~~fiscal~~compute ~~years~~basic ~~and~~loss ~~interim~~per ~~periods~~share. ~~beginning~~Diluted onloss ~~or after~~per ~~December~~share ~~15,~~is ~~2008.~~computed Itusing ~~cannot~~the beweighted ~~adopted~~average ~~earlier~~number ~~but,~~of ~~once~~share ~~adopted,~~and isdilutive ~~to be~~potential ~~applied~~common ~~retroactively~~shares outstanding. ~~This~~Dilutive ~~pronouncement~~potential ~~has~~common noshares ~~effect~~are onadditional ~~this~~common ~~Company’s financial~~shares ~~reporting~~assumed atto ~~this~~be ~~time~~exercised.

~~Also~~Basic innet ~~December~~loss ~~2007,~~per ~~the~~common ~~FASB~~share ~~issued~~is ~~SFAS~~based ~~No.~~on ~~141R, “Business~~the ~~Combinations”~~weighted ~~(“SFAS~~average ~~No.~~number ~~141R”).~~of ~~SFAS~~shares ~~No.~~of ~~141R~~common ~~amends~~stock ~~SFAS~~outstanding ~~141~~during ~~and provides~~2010 ~~revised guidance for recognizing~~ and ~~measuring~~2009. As ~~identifiable~~of ~~assets~~December ~~and goodwill acquired~~31, ~~liabilities assumed~~2010, ~~and any non-controlling interest in~~ the ~~acquiree.~~ ItCompany ~~also~~had ~~provides~~8,532,500 ~~disclosure~~common ~~requirements~~shares tooutstanding. As ~~enable users~~ of ~~the financial statements to evaluate the nature and financial effects of the business combination. It is effective for fiscal years beginning on or after~~ December 1531, ~~2008~~2010 and ~~will~~2009, bethe ~~applied~~Company ~~prospectively.~~had ~~SFAS No. 141R has~~ no ~~effect~~ ondilutive ~~the~~potential ~~Company’s~~common ~~financial reporting~~shares.

~~None of the above new pronouncements has current application to the Company, but may be applicable to the Company’s future financial reporting.~~ F-8

~~Long-lived~~AMERICAN ~~Assets-Technology~~SMOOTH WAVE VENTURES, INC.

~~The~~(A ~~Company’s~~Development ~~technology~~Stage is recorded at its cost. The Company continually monitors events and changes in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances are present, the Company assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, the Company recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell. Enterprise)

~~Concentration~~NOTES ofTO ~~Risk~~FINANCIAL STATEMENTS

~~Cash – The Company at times may maintain a cash balance in excess of insured limits~~1. SUMMARY AtOF ~~Dec.~~SIGNIFICANT ~~31,~~ACCOUNTING ~~2009,~~POLICIES ~~the Company has no cash in excess of insured limits.~~ (continued)

~~Revenue~~Use ~~Recognition~~of Estimates

The ~~Company~~preparation ~~recognizes~~of ~~revenues~~financial ~~when payments~~statements ~~are~~in ~~billed~~accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the ~~customer~~reported amounts of assets and ~~according~~liabilities toand disclosure of contingent assets and liabilities at the ~~terms~~date of the ~~contract~~financial statements and the reported amounts of revenues and expenses during the reporting period. A change in managements’ estimates or assumptions could have a material impact on the Company’s financial condition and results of operations during the years in which such changes occurred.

~~Property~~Actual results could differ from those estimates. The Company’s financial statements reflect all adjustments that management believes are necessary for the fair presentation of their financial condition and ~~Equipment~~results of operations for the years presented.

~~Property~~Fair ~~and~~Value ~~equipment are carried at cost. Expenditures for maintenance and repairs are charged against operations. Renewals and betterments that materially extend the life~~ of ~~the~~Financial assets are capitalized. When assets are retired or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts, and any resulting gain or loss is reflected in income for the period. Instruments

~~Depreciation~~As isat ~~computed~~December ~~for~~31, ~~financial~~2010 ~~statement purposes~~and on2009, athe ~~straight-line~~carrying ~~basis~~values ~~over~~of ~~estimated~~cash ~~useful~~and ~~lives~~accounts ofand ~~the~~loan payables, including amount due to a related ~~assets.~~ ~~The~~party ~~estimated~~approximate ~~useful~~their ~~lives~~fair ofvalues ~~depreciable~~due ~~assets~~to ~~are:~~the short maturities of these instruments.

	Estimated Useful Lives
Office Equipment	5-10 years
Copier	5-7 years
Vehicles	5-10 years

Recently Issued Accounting Pronouncements

~~For~~Recent ~~federal~~accounting ~~income~~pronouncements: ~~tax~~In ~~purposes~~September 2009, ~~depreciation~~ isthe Financial ~~computed~~Accounting ~~under~~Standards Board (“FASB”) reached a consensus on Accounting Standards Update (“ASU”), or ASU 2009-13, Revenue Recognition (Topic 605) – Multiple-Deliverable Revenue Arrangements , or ASU 2009-13 and ASU 2009-14, Software (Topic 985) – Certain Revenue Arrangements That Include Software Elements , or ASU 2009-14. ASU 2009-13 modifies the ~~modified~~requirements ~~accelerated~~that ~~cost~~must ~~recovery~~be ~~system~~met for an entity to recognize revenue from the sale of a delivered item that is part of a multiple-element arrangement when other items have not yet been delivered. ~~For~~ ASU ~~audit~~2009-13 ~~purposes,~~eliminates ~~depreciation~~the requirement that all undelivered elements must have either: i) vendor-specific objective evidence (“VSOE”) or ii) third-party evidence (“TPE”) before an entity can recognize the portion of an overall arrangement consideration that is ~~computed~~attributable ~~under~~to items that already have been delivered. In the ~~straight~~absence of VSOE or TPE of the standalone selling price for one or more delivered or undelivered elements in a multiple-~~line~~element arrangement, entities will be required to estimate the selling prices of those elements. Overall arrangement consideration will be allocated to each element (both delivered and undelivered items) based on their relative selling prices, regardless of whether those selling prices are evidenced by VSOE or TPE or are based on the entity’s estimated selling price. The residual method of allocating arrangement consideration has been eliminated. ASU 2009-14 modifies the software revenue recognition guidance to exclude from its scope tangible products that contain both software and non-software components that function together to deliver a product’s essential functionality. These new updates are effective for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010. Early adoption is permitted. We are currently evaluating the impact that the adoption of these ASUs will have on our financial statements.

~~AMERICAN~~In ~~SMOOTH~~January ~~WAVE~~2010, ~~VENTURES~~the FASB issued ASU 2010-06, ~~INC.~~Fair (AValue ~~Development~~Measurements ~~Stage~~and ~~Company~~Disclosures (Topic 820) ~~NOTES~~: ~~TO FINANCIAL~~Improving ~~STATEMENTS FOR~~Disclosures ~~THE~~about ~~INCEPTION PERIOD~~Fair OFValue ~~JULY~~Measurements. This 11ASU provides amendments to Subtopic 820-10 that clarify existing disclosures on levels of disaggregation, ~~2008 TO~~inputs ~~DECEMBER 31~~and valuation techniques to improve transparency in financial reporting. ASU 2010-06 also requires separate disclosure of significant on transfers in and out of Level 1 and Level 2, and activities in Level 3 fair value measurements. This amendment is effective for interim and annual reporting periods beginning after December 15, 2009 except for the disclosures about purchases, sales, issuance and settlements in the roll-forward of activity in Level 3 fair value measurements. ASU 2010-06 is effective for fiscal years beginning after December 15, 2010 and for interim periods within those fiscal years. We are currently evaluating the impact that the adoption of this ASU will have on our financial statements.

~~NOTE A – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)~~ F-9

~~Accounts~~AMERICAN ~~Receivable~~SMOOTH WAVE VENTURES, INC.

~~Accounts~~(A ~~receivable~~Development ~~are~~Stage carried at the expected net realizable value. The allowance for doubtful accounts is based on management's assessment of the collectability of specific customer accounts and the aging of the accounts receivables. If there were a deterioration of a major customer's creditworthiness, or actual defaults were higher than historical experience, our estimates of the recoverability of the amounts due to us could be overstated, which could have a negative impact on operations. Enterprise)

~~Cash~~NOTES ~~and~~TO ~~Cash~~FINANCIAL ~~Equivalents~~ STATEMENTS

~~For~~1. SUMMARY ~~purposes~~OF ofSIGNIFICANT ~~the~~ACCOUNTING ~~statement~~POLICIES ~~of cash flows, the Company considers all short-term debt securities purchased with maturity of three months or less to be cash equivalents.~~ (continued)

~~Advertising~~Recently ~~Costs~~Issued Accounting Pronouncements (continued)

~~Advertising~~In February 2010, the FASB issued ASU 2010-9, Subsequent Events (Topic 855) Amendments to Certain Recognition and ~~promotion~~Disclosure ~~costs~~Requirements. ~~are expensed~~ASU as2010-9 ~~incurred~~amends disclosure requirements within Subtopic 855-10. An entity that is an SEC filer is not required to disclose the date through which subsequent events have been evaluated. This change alleviates potential conflicts between Subtopic 855-10 and the SEC's requirements. ASU 2010-9 is effective for interim and annual periods ending after June 15, 2010. The Company ~~incurred~~expects nothe ~~such~~adoption ~~expenses~~of ~~since~~ASU ~~inception~~2010-09 will not have a material impact on the Company’s results of operations or financial position.

~~NOTE~~In BAugust –2010, ~~GOING~~the ~~CONCERN~~FASB issued ASU 2010-21, Accounting for Technical Amendments to Various SEC Rules and Schedules. Amendments to SEC Paragraphs Pursuant to Release No. 33-9026: Technical Amendments to Rules, Forms, Schedules and Codification of Financial Reporting Policies. ASU 2010-21 amends various SEC paragraphs pursuant to the issuance of Release No. 33-9026: Technical Amendments to Rules, Forms, Schedules and Codification of Financial Reporting Policies. The Company expects the adoption of ASU 2010-21 will not have a material impact on the Company’s results of operations or financial position.

~~The~~In ~~Company’s~~August ~~financial~~2010, ~~statements~~the ~~are prepared~~FASB ~~using~~issued ~~accounting~~ASU ~~principles~~2010-22, ~~generally~~Accounting ~~accepted~~for inVarious ~~the~~Topics-Technical ~~United~~Corrections ~~States~~to ~~of America~~SEC ~~applicable~~paragraphs to(SEC aUpdate). ~~going~~ASU ~~concern,~~2010-22 ~~which~~amends ~~contemplates~~various ~~the~~SEC ~~realization~~paragraphs ~~of assets~~based ~~and~~on ~~liquidation~~external ofcomments ~~liabilities~~received inand the ~~normal~~issuance ~~course~~ of ~~business. However,~~Staff ~~the~~Accounting ~~Company~~Bulletin ~~does~~(“SAB”) ~~not~~112, ~~have~~which ~~significant~~amends ~~cash~~ or ~~other~~rescinds ~~current~~portions ~~assets, nor~~of ~~does~~certain itSAB ~~have~~topics. anThe ~~established~~Company ~~source~~expects the adoption of ~~revenues~~ASU ~~sufficient~~2010-22 towill ~~cover~~not ~~its operating~~have ~~costs~~a ~~and~~material toimpact ~~allow~~on itthe toCompany’s ~~continue~~results asof aoperations ~~going~~or ~~concern~~financial position.

~~Marketing~~In ~~will~~December be2010, ~~focused~~the onFASB ~~attracting retail~~issued ~~customers~~ASU ~~of candy~~2010-28, ~~sweets,~~Intangibles ~~foods~~– Goodwill and ~~bakery~~Other ~~items~~(Topic to350). ASU ~~our~~2010-28 ~~website~~address ~~which will~~when ~~be designed~~ to ~~allow~~perform ~~the~~step ~~potential~~2 ~~customers~~of ~~to order~~ the ~~desired~~Goodwill ~~items~~Impairment ~~on the~~Test ~~website~~ for ~~delivery~~Reporting toUnits ~~the~~with ~~specified~~Zero ~~location.~~or ~~When~~Negative ~~and~~Carrying ifamounts. The ~~these activities~~amendments ~~provide~~are ~~sufficient~~effective ~~revenues~~for itfiscal ~~would allow~~years, itand tointerim ~~continue~~periods aswithin ~~a going~~years, ~~concern.~~beginning Inafter ~~the~~December ~~interim~~15, ~~the~~2010. Early ~~Company~~adoption is ~~working~~not ~~toward~~permitted. Management ~~raising~~is ~~operating capital~~currently ~~through~~evaluating the ~~private~~potential ~~placement~~impact of ~~its~~SU ~~common~~2010-28 ~~stock~~on ~~or debt instruments. The ability of the Company to continue as a going concern is dependent upon~~ its ~~ability~~financial ~~to successfully accomplish the plan described in the preceding paragraph and eventually attain profitable operations~~statements.

~~AMERICAN~~None ~~SMOOTH~~of ~~WAVE~~the ~~VENTURES,~~above ~~INC.~~new (Apronouncements ~~Development~~has ~~Stage~~current ~~Company) NOTES~~application ~~TO FINANCIAL~~to ~~STATEMENTS FOR~~the ~~THE INCEPTION~~Company, ~~PERIOD~~but OFmay ~~JULY~~be ~~11,~~applicable ~~2008 TO~~to ~~DECEMBER 31,~~the ~~2009~~Company's future financial reporting.

~~NOTE~~Concentration Bof ~~– GOING CONCERN (continued)~~Risk

Cash - The ~~accompanying~~Company ~~financial~~at ~~statements~~times ~~do not~~may ~~include~~maintain ~~any~~a ~~adjustments~~cash ~~that~~balance ~~may~~in beexcess ~~necessary~~of ifinsured limits. At December 31, 2010 and 2009, the Company ishas ~~unable~~no ~~to continue~~cash asin aexcess ~~going~~of ~~concern.~~insured limits.

~~NOTE~~2. GOING ~~C – RELATED PARTY TRANSACTIONS~~CONCERN

~~For~~The Company incurred net losses of $49,800 and $23,195 for the ~~year~~years ended December 31, 2010 and 2009 respectively. Additionally, the Company ~~paid~~used ~~consulting~~net ~~fees~~cash in operating activities of $1110,~~100~~630 toand ~~IPO Capital Partners~~$20,195 ~~Inc.~~for ~~which owns~~the ~~more~~years ~~than~~ended 5%December of31, ~~the~~2010 ~~common~~and ~~stock~~2009 asrespectively. As of December 31, ~~2009. Within~~2010 ~~these~~and ~~fees~~2009, ~~$4,000~~the ~~was~~Company ~~paid~~has ona ~~behalf~~ stockholders’ deficit of ~~Western~~$12,518 ~~Lucrative~~and ~~Enterprises~~$2,370, ~~Inc~~respectively. ~~(WLE)~~These ~~for~~factors ~~WLE’s~~raise ~~quarterly~~substantial ~~report~~doubt ~~preparation of~~about ~~which Orion Investors, Inc is~~ the ~~major~~Company’s ~~shareholder.~~ability ~~Orion~~to ~~Investors,~~continue ~~Inc owns~~as ~~more~~a ~~than~~going 5%concern. ofThe ~~the~~Company’s ~~common~~plans ~~stock~~regarding asthese ofconcerns ~~December~~are ~~31,~~addressed ~~2009.~~in ~~WLE~~note ~~reimbursed the Company $~~4~~,000~~ byto the ~~end~~financial ofstatements. ~~December~~The ~~31,~~consolidated ~~2009.~~financial ~~There~~statements ~~was~~do nonot ~~balance~~include ~~due~~any ~~to this~~adjustments ~~shareholder~~that atmight ~~December~~result ~~31,~~from ~~2009~~the ~~and~~outcome ~~December~~of ~~31,~~this ~~2008~~uncertainty.

~~NOTE D – SUBSEQUENT EVENTS~~F-10

InAMERICAN ~~January, 2010,~~SMOOTH ~~Dempsey~~WAVE ~~Mork~~VENTURES, ~~a shareholder who owns more than 5% of the common stock as of December 31, 2009, loaned $10,000 to the Company for its DTC eligibility application~~INC. ~~This non-interest bearing advance is due on demand.~~

In(A ~~February,~~Development ~~2010,~~Stage the Company issued a note payable of $3,000 to Dempsey Mork. The note will be matured by December 31, 2010. There is no payment term during the year. Principal and interest of 6% will be due when the loan is matured. Enterprise)

NOTES TO FINANCIAL STATEMENTS

3. RELATED PARTY TRANSACTIONS

A convertible note of $10,000 was issued in August 2010 by the Company to Millenium Group, Inc. ("Millenium"), a California corporation. The owner of Millenium, Jonathan Mork, is a son of Dempsey Mork, who is the owner of Orion Investments which holds more than 5% of the common shares of the Company. The note is payable in two years and a 5% interest will be charged at maturity unless earlier converted. As of December 31, 2010, the accrued interest amounted to $90. The note is convertible at the holder's option into 4% of the Company's fully diluted common shares at the time of conversion, with anti-dilution protection (not adjusted for splits or new issuances).

The effective conversion price, which is shares at the conversion price divided by allocated debt fair amount, is $0.03 per share and thus the calculated intrinsic value is less than zero. As a result, no beneficial conversion feature was recognized and the unamortized debt discount was zero.

4. SUBSEQUENT EVENTS

The Company has evaluated subsequent events that have occurred through the issuance date of this financial statements in accordance with Accounting Standard Codification 855-10.

On January 21, 2011 we acquired Ailibao International Investment Limited ("Ailibao International"), a British Virgin Islands company that, through its operating subsidiaries in the People's Republic of China, is in the business of producing sportswear.

On January 21, 2011, the ("Closing Date"), pursuant to a share exchange agreement (the "Exchange Agreement") by and among the Company, Ailibao International, the holders of all outstanding shares of Ailibao International (the "Ailibao International Shareholders"), we acquired all of the outstanding shares of Ailibao International (the "Ailibao International Shares") from the Ailibao International Shareholders, and the Ailibao International Shareholders transferred all of the Ailibao International Shares to us. In exchange, we issued to the Ailibao International Shareholders, 317,409,000 shares of common stock and to the introducing party, 6,826,000 shares of common stock, totaling 95% of the shares of common stock of the Company issued and outstanding after the Closing Date. As of January 21, 2011, there were 341,300,000 shares of our Common Stock outstanding.

Prior to the Closing Date, our sole officer was Neville Pearson, while Mr. Pearson and Irwin Kirz were our Directors. Mr. Kirz resigned as a director on the Closing Date. Mr. Pearson resigned from his officer positions on the Closing Date and his resignation as director was effective February 5, 2011. Prior to the effectiveness of the resignations of Mr. Pearson and Mr. Kirz, the Company's Board of Directors appointed Ding Baofu as Chief Executive Officer and Chairman of the Board, Lo Wing Sang as Chief Financial Officer and Ding Baojian as Chief Operating Officer. The Board of Directors has also increased its size to three members and nominated and elected Baojian Ding and Ding Changming as new directors of the Company.

F-11

Filing Compare · American Smooth Wave Ventures, Inc.