Item 1. BUSINESS
Our Business
American 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.
Initially we intend to focus on sales of small niche specialty candy produced by small local shops from which we will do bulk wholesale purchases. We feel that this will distinguish us from several current online sellers who sell mostly commercially widely available candies. We will act as a reseller of these products and not as a producer initially. As the business grows we intend to begin producing some of our own product in house such as small rock or hard candies.
We 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 expect to sell our candies in units (for instance a box of 20) such that their price point is between $10 and $20 per unit. We feel that this is a large enough quantity to justify the $5 to $10 which will be required 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.
We 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 diminution 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.
Our Competition
The 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. 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.
Proprietary Rights
Irwin 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.
Mr. Kirz is under no contractual 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.
We intend to rely 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.
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
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.
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.
Employees
As 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.
Item 1A.
Item 1A. RISK FACTORS
Risks Related to Our Business
Because our auditors have issued us a going concern opinion, there is substantial uncertainty we will continue operations in which case you could lose your investment.
Our auditors have issued us 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 in business. As such we may have to cease operations and you could lose your investment.
We lack an operating history and have losses that we expect to continue into the future. There is no 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 were incorporated on July 11, 2008 and we have not started 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 ability to achieve and maintain profitability and positive cash flow is dependent upon:
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our ability to develop and continually update a functional, user-friendly website;
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our ability to procure and maintain on commercially reasonable terms relationships with third parties to develop and maintain
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our website, network infrastructure, and transaction processing systems;
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our ability to identify and pursue mediums through which we will be able to market our products;
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our ability to attract customers to our website;
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our ability to generate revenues through sales on our website; and
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our ability to manage growth by managing administrative overhead.
Based upon current plans, we expect to incur operating losses 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 revenues will cause you to lose your investment.
We may be unable to protect the intellectual property rights that we have.
Irwin 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 designer do we intend to do so until after we receive the proceeds from the offering and start our operations.
Mr. Kirz is under no contractual 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.
We intend to rely 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 we do not believe 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 the products. Any such claim, with or without 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 operations and financial condition.
Changing consumer preferences will require periodic product introduction.
As a result of changing consumer preferences, many websites are successfully marketed for a limited period of time. There can be no assurance that any of our candy and sweets, food and bakery products continue to be popular for a period of time. Our success will be dependent upon our ability to develop new and improved product lines. Our failure to introduce new sites and product lines and to achieve and sustain market acceptance and to produce acceptable margins could have a material adverse effect on our financial condition and results of operations.
We face intense competition and our inability to successfully compete with our competitors will have a material adverse effect on our results of operation.
The 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. 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 property claims against us can be costly and could impair our business. Other parties may assert infringement or unfair competition claims against us. We cannot predict whether third parties will assert claims of infringement against us, or whether any future assertions or prosecutions will harm our business. If we are forced to defend against any such claims, whether they are with or without merit or are determined in our favor, then we may face costly litigation, diversion of technical and management personnel, or product shipment delays. As a result of such a dispute, we may have to develop non-infringing technology or enter into royalty or licensing agreements. Such royalty or 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 develop non-infringing technology or license the infringed or similar technology on a timely basis, it could impair our business.
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.
Our success depends on our ability to attract retail customers to our website on cost-effective terms. Our strategy to 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 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 sufficient amount of traffic to our website, our ability to get customers and our financial condition will be harmed.
To date we do not have any customers. We cannot guarantee that we will ever have any customers. Even if we obtain customers, there is no guarantee that we will generate a profit. If we cannot generate a profit, we will have to suspend or cease operations.
We will be dependent on third parties to develop and maintain our website, network infrastructure, and transaction processing systems; design (based on concepts developed by our sole officer and director); and fulfill a number of customer service and other retail functions. If such parties are unwilling or unable to continue providing these services, our business could be severely harmed.
We 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 not entered into any formal relationship with any third parties to provide these services. Our success will depend on our ability to build and maintain relationships with such third party service providers on commercially reasonable terms. If we are unable to build and maintain such relationships on commercially reasonable terms, we will have to suspend or cease operations. Even if we are able to build and maintain such relationships, if these parties are unable to deliver products on a timely basis, our customers could become dissatisfied and decline to make future purchases. If our customers become dissatisfied with the services provided by these third parties, our reputation and the Smooth Wave brand could suffer.
We will depend on third-party delivery services to deliver our products to our customers on a timely and consistent basis.
Our operating results will depend on our website, network infrastructure, and transaction processing systems. Capacity restraints or systems failures would harm our business, results of operations and financial condition.
We have not developed our website, network infrastructure, or transaction processing systems, and we intend to use the proceeds from this offering to do so as described in the "Use of Proceeds" section of this prospectus. We will have to suspend or cease operations if we are unable to develop our website, network infrastructure, and transaction processing systems.
If we are able to develop our website, network infrastructure, and transaction processing systems, any systems interruptions that result in the unavailability of our website or reduced performance of our transaction systems would reduce our transaction volume and the attractiveness of our services and would seriously harm our business, operating results, and financial condition. Our transaction processing systems and network infrastructure may be unable to accommodate increases in traffic to our website. We may be unable to project accurately the rate or timing of traffic increases or successfully upgrade our systems and infrastructure to accommodate future traffic levels on our website. In addition, we may be unable to upgrade or expand our transaction processing systems in an 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 customer service, impaired quality and speed of order fulfillment or delays in reporting accurate financial information.
We are solely dependent upon the funds to be raised in this offering to initiate our operations, the proceeds of which may be insufficient to achieve revenues. If we need additional funds and can't raise them we will have to terminate our operations.
If we do not make a profit, we may have to suspend or cease operations.
Because we are small and do not have much capital, we must limit the marketing of our website. The website is how we will generate revenue. Because we will be limiting our marketing activities, we may not be able to attract enough suppliers and customers to operate profitably. If we cannot operate profitably, we may have to suspend or cease operations.
Because our sole officer and director will only be devoting limited time to our operations, our operations may be sporadic which may result in periodic interruptions or suspensions of operations. This activity could prevent us from developing websites and attracting customers and result in a lack of revenues that may cause us to suspend or cease operations.
Our sole officer and director, Irwin J. Kirz, will only be devoting limited time to our operations. Mr. Kirz will be devoting approximately 10 hours per week of his time to our operations. Because our sole officer and director will only be devoting limited time to our operations, our operations may be sporadic and occur at times which are convenient to him. As a result, operations may be periodically interrupted or suspended which could result in a lack of revenues and a possible cessation of operations.
Because our sole officer and director does not have prior experience in online marketing, we may have to hire individuals or suspend or cease 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 them, we could fail in our plan of operations and have to suspend operations or cease operations.
Because our sole officer and director does not have prior experience in financial accounting and the preparation of reports under the Securities Exchange Act of 1934, we may have to hire individuals which could result in an expense we are unable to pay.
Because 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.
Because we have only one officer and director who is responsible for our managerial and organizational structure, in the future, there may not be effective disclosure and accounting controls to comply with applicable laws and regulations which could result in fines, penalties and assessments against us.
We have only one officer and director. He is 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 experience, he may be incapable of creating and implementing the controls which may cause us to be subject to sanctions and fines by the Securities and Exchange Commission.
We are completely dependent on our sole officer and director to guide our initial operations, initiate our plan of operations, and provide financial support. If we lose his services we will have to cease operations.
Our success will depend entirely on the ability and resources of Mr. Kirz, our sole officer and director. If we lose the services or financial support of 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 time to our operations.
Risks Relating to the Internet Industry
Our success is tied to the continued use of the Internet and the adequacy of the Internet infrastructure.
Our future revenues and profits, if any, substantially depend upon the continued widespread use of the Internet as an effective medium of business and communication.
Factors which could reduce the widespread use of the Internet include:
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actual or perceived lack of security of information or privacy protection;
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possible disruptions, computer viruses or other damage to the Internet servers or to users' computers; and
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excessive governmental regulation.
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Customers may be unwilling to use the Internet to purchase candy, sweets, bakery and food items.
Our future depends heavily upon the general public's 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.
Our relationships with our customers may be adversely affected if the security measures that we use to protect their personal information, such as credit card numbers, are ineffective.
Any breach in our website security could expose us to a risk of loss or litigation and possible liability. 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 in the field of cryptography or other developments, 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 of our 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 also inhibit the growth of the Internet as a means of conducting commercial transactions.
Because we will 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 risk. 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 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.
We do 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.
Existing or future government regulation could harm our business.
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.
Laws or regulations relating to privacy and data protection may adversely affect the growth of our Internet business or our marketing efforts.
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.
Item 1B.
Item 1B.
UNRESOLVED STAFF COMMENTS.
None.
Item 2.
Item 2.
PROPERTIES.
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 3.
Item 3.
LEGAL PROCEEDINGS.
None.
Item 4.
Item 4. (Removed and Reserved)
Item 5.
Item 5.
MARKET FOR OUR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
(a) Market Information.
There is no established public trading market for our Common Stock; however our Common Stock is quoted on the Over-the-Counter Bulletin Board (the “OTCBB”) under the symbol “ASWV”. The following table sets forth the high and low bid information for our Common Stock for the period from June 11, 2010, the date on which our Common Stock was first quoted on the OTCBB, through December 31, 2010. The OTCBB quotations reflect inter-dealer prices, are without retail markup, markdowns or commissions, and may not represent actual transactions.
(b) Holders. As of March 28, 2011 there were 49 record holders of all of our issued and outstanding shares of Common Stock.
(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.
Item 6.
Item 6.
SELECTED FINANCIAL DATA.
As a 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.
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 December 31, 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.
American Smooth Wave Ventures, Inc.’s management does not expect to conduct any research and development.
American Smooth Wave Ventures, Inc. currently does not own any significant plant or equipment that it would seek to purchase or sell in the near future.
Our management does not anticipate any significant changes in the number of employees in the next 12 months. Currently, we believe the services provided by our officers and directors are sufficient at this time.
We 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.
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 $49,800 for the year ended Dec. 31, 2010, as compared to a net loss of $23,195 for 2009. From the date of inception July 11, 2008, to Dec. 31, 2010 the Company incurred a total loss of $78,045. 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 December 31, 2010, the Company had a cash of $0 compared to cash of $630 as of December 31, 2009.
For the 2010 fiscal year, the Company incurred a loss in the amount of $49,800 and $23,195 for 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, 2010, the Company has incurred an accumulated net loss of $78,045 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.
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 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, 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.
Commitments
We do not have any commitments which are required to be disclosed in tabular form as of December 31, 2010.
Off-Balance Sheet Arrangements
As 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.
Subsequent Events
On 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.
On the 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.
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.
Item 7A.
Item 7A.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
As a 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.
Item 8.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
See the index to the Financial Statements below, beginning on page.
Item 9.
Item 9.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
None.
ITEM 9A.
ITEM 9A.
CONTROLS AND PROCEDURES.
Disclosure Controls and Procedures
Our 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.
Internal Controls Over Financial Reporting
Our management 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 defined by Auditing Standard No. 5, “An Audit of Internal Control Over Financial Reporting that is Integrated with an Audit of Financial Statements and 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:
(1) Lack of an independent audit committee. Although we had an audit committee as of December 31, 2010, it was not comprised solely of independent directors.
(2) Inadequate staffing and supervision within our bookkeeping 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.
(3) Insufficient number of independent directors. At the time of this report, our Board of Directors did not consist of a majority of independent directors, a factor that is counter to corporate governance practices as set forth by the rules of various stock exchanges.
As a smaller reporting company, we are not required to provide an attestation report of our registered public accounting firm regarding internal control over financial reporting in reliance upon rules established by the SEC.
Changes in Internal Controls over Financial Reporting
There has 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.
Item 9B.
OTHER INFORMATION
None.
PART III
Item 10.
Item 10.
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
The following table sets forth information concerning our officers and directors as of December 31, 2010:
(1) Resigned from each officer position effective August 2010. Resigned as a director on January 21, 2011.
(2) Appointed August 14, 2010. Resigned from each officer position on January 21, 2011 and as a director effective February 5, 2011.
Mr. Kirz 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. Pearson is a Fellow of the Association of Chartered Certified Accountants, and has gained over 35 years of senior level financial management experience at CFO / Controller level with both Public Multi-National and Private Companies on three continents. Mr. Pearson brings extensive experience in the Real Estate Development and Construction fields, as well as having worked in the Automotive, Mining and Food manufacturing sectors.
Our directors are elected to hold office until the next annual meeting of shareholders and until their respective successors have been elected and qualified, or until prior resignation or their earlier removal.
Compensation and Audit Committees
As we 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(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.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of 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.
Code of Ethics
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.
ITEM 11.
ITEM 11.
EXECUTIVE COMPENSATION.
None 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.
Director Compensation
In 2010, we did not pay any cash fees to our sole director, nor did we pay director’s expenses in attending board meetings.
Employment Agreements
We are not a party to any employment agreements.
ITEM 12.
ITEM 12.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
The following table sets forth certain information as of December 31, 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.
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 December 31, 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.
ITEM 13.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
Neither of our two directors as of December 31, 2010, Irwin J. Kirz or Neville 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.
ITEM 14.
PRINCIPAL ACCOUNTANT FEES AND SERVICES.
Baker Tilly Hong Kong 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.
Audit Fees
Baker 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 & 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 December 31, 2009.
Audit-Related Fees
There were no audit related fees paid to either Baker Tilly Hong Kong Limited or Sam Kan & Company in 2010 or 2009.
Tax Fees
There were no fees for tax related services from either Baker Tilly Hong Kong Limited or Sam Kan & Company in 2010 or 2009.
All Other Fees
There were no fees for other professional services from either Baker Tilly Hong Kong Limited or Sam Kan & Company in 2010 or 2009.
Pre-Approval Policy
We do not currently have a standing audit committee. The above services were approved by our Board of Directors.
Item 15.
Item 15.
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
1. Financial Statements. The following financial statements and the reports of our independent registered public accounting firm, are filed herewith.
(a) The following documents are filed as part of this Report:
·
Reports of Independent Registered Public Accounting Firm
·
Balance Sheets at Dec. 31, 2010 and 2009
·
Statements of Operations for the years ended Dec. 31, 2010 and 2009
·
Statements of Changes in Shareholders’ Deficiency for the period from July 11, 2008 (Date of Inception) to Dec. 31, 2009
·
Statements of Cash Flows for the years ended Dec. 31, 2009 and 2008
·
Notes to Financial Statements
2. Financial Statement Schedules.
Schedules are omitted because the information required is not applicable or the required information is shown in the financial statements or notes thereto.
3. Exhibits Incorporated by Reference or Filed with this Report.
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.
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.
AMERICAN SMOOTH WAVE VENTURES
(A DEVELOPMENT STAGE COMPANY)
AUDITED FINANCIAL STATEMENTS
FOR THE YEARS ENDED
DECEMBER 31, 2010 AND 2009
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Stockholders
American Smooth Wave Ventures, Inc.
We have 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.
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.
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.
The accompanying financial statements have been 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.
/s/ Baker Tilly Hong Kong Limited
Baker Tilly Hong Kong Limited
Certified Public Accountants
Hong Kong SAR
March 29, 2011
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors
American Smooth Wave Ventures, Inc.
(A Development State Company)
Palm Desert, California
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.
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.
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.
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.
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.
/s/ Sam Kan & Company
Sam Kan & Company
March 29, 2010
Almeda, California
AMERICAN SMOOTH WAVE VENTURES, INC.
(A Development Stage Enterprise)
BALANCE SHEETS
See the accompanying notes to financial statements
AMERICAN SMOOTH WAVE VENTURES, INC.
(A Development Stage Enterprise)
STATEMENTS OF OPERATIONS and comprehensive loss
See the accompanying notes to financial statements
AMERICAN SMOOTH WAVE VENTURES, INC.
(A Development Stage Enterprise)
STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT
See the accompanying notes to financial statements
AMERICAN SMOOTH WAVE VENTURES, INC.
(A Development Stage Enterprise)
STATEMENTS OF CASH FLOWS
See the accompanying notes to financial statements
AMERICAN SMOOTH WAVE VENTURES, INC.
(A Development Stage Enterprise)
NOTES TO FINANCIAL STATEMENTS
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
A summary of significant accounting policies of American Smooth Wave Ventures, 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 Statements of Financial Accounting Standards (SFAS) 7, “ Accounting and Reporting by Development State Enterprises.”
Organization, Nature of Business and Trade Name
The Company 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 an online candy and sweets catering service. Appropriate food and bakery items will be purchased online for shipping.
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) recorded transactions are valid; (2) 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’ Equity: Common stock
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 $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.
For the year ended December 31, 2009, the Company issued 2,082,500 shares of common stock at $0.01 per share in consideration of $20,825.
For the year ended December 31, 2010, the Company issued 4,250,000 shares of common stock at $0.01 per share in consideration of $39,652.
As of December 31, 2010, 8,532,500 shares were issued and outstanding.
AMERICAN SMOOTH WAVE VENTURES, INC.
(A Development Stage Enterprise)
NOTES TO FINANCIAL STATEMENTS
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Net Loss per common share
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 average number of share and dilutive potential common shares outstanding. Dilutive potential common shares are additional common shares assumed to be exercised.
Basic net loss per common share is based on the weighted average number of shares of common stock outstanding during 2010 and 2009. As of December 31, 2010, the Company had 8,532,500 common shares outstanding. As of December 31, 2010 and 2009, the Company had no dilutive potential common shares.
AMERICAN SMOOTH WAVE VENTURES, INC.
(A Development Stage Enterprise)
NOTES TO FINANCIAL STATEMENTS
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Use of Estimates
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 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.
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 results of operations for the years presented.
Fair Value of Financial Instruments
As at December 31, 2010 and 2009, the carrying values of cash and accounts and loan payables, including amount due to a related party approximate their fair values due to the short maturities of these instruments.
Recently Issued Accounting Pronouncements
Recent accounting pronouncements: In September 2009, the Financial Accounting 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 requirements that must be 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. ASU 2009-13 eliminates 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 attributable to items that already have been delivered. In the absence of VSOE or TPE of the standalone selling price for one or more delivered or undelivered elements in a multiple-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.
In January 2010, the FASB issued ASU 2010-06, Fair Value Measurements and Disclosures (Topic 820): Improving Disclosures about Fair Value Measurements. This ASU provides amendments to Subtopic 820-10 that clarify existing disclosures on levels of disaggregation, inputs 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.
AMERICAN SMOOTH WAVE VENTURES, INC.
(A Development Stage Enterprise)
NOTES TO FINANCIAL STATEMENTS
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Recently Issued Accounting Pronouncements (continued)
In February 2010, the FASB issued ASU 2010-9, Subsequent Events (Topic 855) Amendments to Certain Recognition and Disclosure Requirements. ASU 2010-9 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 expects the adoption of ASU 2010-09 will not have a material impact on the Company’s results of operations or financial position.
In August 2010, the 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.
In August 2010, the FASB issued ASU 2010-22, Accounting for Various Topics-Technical Corrections to SEC paragraphs (SEC Update). ASU 2010-22 amends various SEC paragraphs based on external comments received and the issuance of Staff Accounting Bulletin (“SAB”) 112, which amends or rescinds portions of certain SAB topics. The Company expects the adoption of ASU 2010-22 will not have a material impact on the Company’s results of operations or financial position.
In December 2010, the FASB issued ASU 2010-28, Intangibles - Goodwill and Other (Topic 350). ASU 2010-28 address when to perform step 2 of the Goodwill Impairment Test for Reporting Units with Zero or Negative Carrying amounts. The amendments are effective for fiscal years, and interim periods within years, beginning after December 15, 2010. Early adoption is not permitted. Management is currently evaluating the potential impact of SU 2010-28 on its financial statements.
None of the above new pronouncements has current application to the Company, but may be applicable to the Company's future financial reporting.
Concentration of Risk
Cash - The Company at times may maintain a cash balance in excess of insured limits. At December 31, 2010 and 2009, the Company has no cash in excess of insured limits.
2. GOING CONCERN
The Company incurred net losses of $49,800 and $23,195 for the years ended December 31, 2010 and 2009 respectively. Additionally, the Company used net cash in operating activities of $10,630 and $20,195 for the years ended December 31, 2010 and 2009 respectively. As of December 31, 2010 and 2009, the Company has a stockholders’ deficit of $12,518 and $2,370, respectively. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The Company’s plans regarding these concerns are addressed in note 4 to the financial statements. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
AMERICAN SMOOTH WAVE VENTURES, INC.
(A Development Stage 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.