UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549  FORM 10-K  ANNUAL REPORT PURSUANT TO SECTIONS 13 OR 15 (d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934  For the fiscal year ended December 31, 2009  Commission file number: 26-3036101  American Smooth Wave Ventures, Inc.(Exact Name of Registrant as Specified in its Charter)  Iowa26-3036101(State or Other Jurisdiction of
Incorporation or Organization)(I.R.S. Employer
Identification No.)  49590 Palo Verde Road
  Morongo Valley, CA 92256

(Address of Principal Executive Offices)  Registrants telephone number, including area code: (760) 899-1919 Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to section 12(g) of the Act:  Common Stock, $0.001 par value
(Title of class)  Indicate by check mark if the registrant is a well-known seasoned issuer, as defined by Rule 405 of the Securities Act. Yes .No X.  Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes .No X.  Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X. No .  Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. X.  Indicate 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 accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):  Large Accelerated Filer .Accelerated Filer .Non-accelerated filer .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). Yes X. No .  For the year ended December 31, 2009, the issuer had no revenues.  As of Dec. 31, 2009, there was no trading market for the issuer's common stock, $.001 par value.  The number of shares outstanding of the issuers common stock, $.001 par value, as of March 15, 2010 was 4,282,500 shares.  DOCUMENTS INCORPORATED BY REFERENCE NONE.  2     American Smooth Wave Ventures, Inc. Form 10-K Annual Report Table of Contents  PART IItem 1.Business5Item 1A.Risk Factors6Item 1B.Unresolved Staff Comments8Item 2.Properties8Item 3.Legal Proceedings8Item 4.Submission of Matters to a Vote of Security Holders8PART IIItem 5.Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities8Item 6.Selected Financial Data9Item 7.Managements Discussion and Analysis of Financial Condition and Results of Operations9Item 7A.Quantitative and Qualitative Disclosures About Market Risk10Item 8.Financial Statements and Supplementary Data10Item 9.Change in and Disagreements with Accountants on Accounting and Financial Disclosure10Item 9A(T).Controls And Procedures11Item 9B.Other Information11PART IIIItem 10.Directors, Executive Officers, and Corporate Governance12Item 11.Executive Compensation12Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters12Item 13.Certain Relationships and Related Transactions, and Director Independence12Item 14.Principal Accountant Fees and Services12PART IVItem 15.Exhibits and Financial Statement Schedules13   3     FORWARD LOOKING STATEMENT INFORMATION  *Certain statements made in this  Annual Report on Form 10-K are “forward-looking statements” regarding the plans  and objectives of management for future operations. Such statements involve  known and unknown risks, uncertainties and other factors that may cause our  actual results, performance or achievements to be materially different from any  future results, performance or achievements expressed or implied by such  forward-looking statements. The forward-looking statements included herein are  based on current expectations that involve numerous risks and uncertainties.  Our plans and objectives are based, in part, on assumptions involving judgments  with respect to, among other things, future economic, competitive and market  conditions and future business decisions, all of which are difficult or  impossible to predict accurately and many of which are beyond our control.  Although we believe that our assumptions underlying the forward-looking  statements are reasonable, any of the assumptions could prove inaccurate and,  therefore, there can be no assurance that the forward-looking statements  included in this report will prove to be accurate. In light of the significant  uncertainties inherent in the forward-looking statements included herein  particularly in view of the current state of our operations, the inclusion of  such information should not be regarded as a statement by us or any other  person that our objectives and plans will be achieved. Factors that could cause  actual results to differ materially from those expressed or implied by such  forward-looking statements include, but are not limited to, the factors set  forth herein under the headings “Business,” “Management’s Discussion and  Analysis of Financial Condition and Results of Operations” and “Risk Factors”.  We undertake no obligation to revise or update publicly any forward-looking  statements for any reason. The terms “we”, “our”, “us”, or any derivative  thereof, as used herein refer to American Smooth Wave Ventures, Inc..*      4    PART 1  ITEM 1. BUSINESS.  CORPORATE BACKGROUND American Smooth Wave Ventures. Inc. was  incorporated pursuant to the laws of the State of Iowa on July 11, 2008. Our Business We are a development stage company. The  Company is 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. Patricks 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 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. Our Competition See the Risk Factors section of this  prospectus for a discussion on the competition we currently face or may face in  the future. Proprietary Rights See the Risk Factors section of this  prospectus for a discussion on the intellectual property issues we face in our  business. 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 the Risk Factors section of this  prospectus for a discussion relevant government regulation and the legal  uncertainties related to our business activities. Employees 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. 5   Because our auditors have issued a going  concern opinion, there is substantial uncertainty we will continue operations  in which case you could lose your investment. Our auditors 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 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: our ability to develop and continually  update a functional, user-friendly website; our ability to procure and maintain on  commercially reasonable terms relationships with third parties to develop and  maintain our website, network infrastructure, and transaction processing  systems; our ability to identify and pursue mediums  through which we will be able to market our products; our ability to attract customers to our  website; our ability to generate revenues through  sales on our website; and 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. 6  **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: actual or perceived lack of security of  information or privacy protection; possible disruptions, computer viruses or  other damage to the Internet servers or to users' computers; and excessive governmental regulation. 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. 7   ITEM 1B. UNRESOLVED STAFF COMMENTS. None. ITEM 2. PROPERTIES The Company does not own any property at the present time and has 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. LEGAL PROCEEDINGS None.


ITEM 4.

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

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.



(b) Holders. As  of March 15, 2010, there were 39 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.

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.

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 date of this document, we have  generated no revenues and 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.

8

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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 $23,195 for the year ended Dec. 31, 2009, as compared to  a net loss of $5,050 for 2008. From the date of inception July 11, 2008, to Dec.  31, 2009 the Company lost a total of $28,245. 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. 31, 2009, the Company had a cash of $630 compared to cash of $0 as of Dec.  31, 2008.

For the most recent  fiscal year, 2009, the Company incurred a loss in the amount of $23,195 and $5,050  for 2008. 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, the Company has  incurred an accumulated net loss of $28,245 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.

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.

Commitments

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

Off-Balance Sheet Arrangements

As of Dec. 31, 2009, 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

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

9

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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.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.



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



ITEM 9.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

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.

During the registrant's two most recent fiscal  years and the interim period from Dec. 31, 2008-the date of the last audited  financial statements-through January 10, 2010,there were no disagreements with  The Blackwing Group, LLC. 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 registrant 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.

10

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ITEM 9A(T).

CONTROLS AND PROCEDURES.

**(a)  Evaluation of Disclosure Controls and Procedures**

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) and 15-d-15(e)) as of the end of  the period covered by this report (the “Evaluation Date”). Based upon that  evaluation, the president and chief financial officer concluded that as of the  Evaluation Date, our disclosure controls and procedures are not effective to  ensure that information 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  adjustments.  Our management intends to  work more closely with our auditors to correct this ineffectiveness.

**(b) Management's Report on Internal Control over Financial  Reporting**

Our management is responsible for  establishing and maintaining adequate internal control over financial reporting  (as defined in Rule 13a-15(f) under the Exchange Act). Our management assessed  the effectiveness of our internal control over financial reporting as of Dec.  31, 2009. In making this assessment, our management used the criteria set forth  by the Committee of Sponsoring Organizations of the Treadway Commission in  Internal Control-Integrated Framework. Our management has concluded that, as of  Dec. 31, 2009, our internal control over financial reporting is not effective  based on these criteria. This annual report 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 public accounting firm pursuant to temporary rules of the SEC that  permit us to provide only management’s report in this annual report.”

**(c)  Changes in Internal Control over Financial Reporting**

There were no changes in our  internal controls over 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.



ITEM 9B.

OTHER INFORMATION



None.



11

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PART III



ITEM 10.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.



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





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

Our officers and  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 removal.

**Business Experience**

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.

**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, 2009 the Reporting Persons  complied with all applicable Section 16(a) reporting requirements.

**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.

EXECUTIVE COMPENSATION.

Irwin  J. Kirz is our sole officers and directors.   He does not receive any regular compensation for his services rendered  on our behalf. 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 Compensation**

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

**Employment Agreements**

We are 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. 31, 2009 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.





|                                           |  |                        |  |                 
|------------------------------------------ |  | ---------------------- |  | ----------------
|Name and Address of
      Beneficial Owner |  | Number of
      Shares |  | Percent of Class
|                                           |  |                        |  |                 
|Orion Investment, Inc.                     |  | 2,000,000              |  | 55%             
|                                           |  |                        |  |                 
|Irwin J. Kirz                              |  | 200,000                |  | 5%              
|8650 Grand Avenue                          |  |                        |  |                 
|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. 31, 2009 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.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

Our Board of Directors consist  solely of Irwin J. Kirz. He is not 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.



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



Audit Fees

The aggregate fees billed by Sam Kan  & Associates 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. 31, 2009.

Audit-Related Fees

There were no fees billed by Sam Kan  & Associates for assurance and related services that are reasonably related  to the performance of the audit or review of our financial statements for the  fiscal year ended Dec. 31, 2009 and 2008, respectively.

Tax Fees

The aggregate fees billed by Sam Kan  & Associates for professional services for tax compliance, tax advice, and  tax planning were $0 and $0 for the fiscal years ended Dec. 31, 2009 and 2008,  respectively.

Pre-Approval Policy

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



12

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Item 15.

Exhibits and Financial Statement Schedules



(a) The following documents are filed as part of this Report:

- Report of Independent Registered Public Accounting Firm (Sam  Kan & Associates-2009 and 2008)
- Balance Sheets at Dec. 31, 2009 and 2008
- Statements of Operations for the years ended Dec. 31, 2009  and 2008 and for the cumulative period from July 11, 2008(Date of Inception) to  Dec. 31, 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, and for the cumulative period from July 11, 2008 (Date of Inception)  to Dec. 31, 2009
- Notes to Financial Statements





1. Financial Statements. The following financial statements and the report of our independent registered public accounting firm, are filed herewith.



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.



|            |  |                                                                                                  
|----------- |  | -------------------------------------------------------------------------------------------------
|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.*
|            |  |                                                                                                  



*Included herewith





13

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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.
|                    |                                    
|Date: April 2, 2010 |                                    
|                    |                                    
|                    | By: /s/ Irwin J. Kirz              
|                    | Irwin J. Kirz, President           



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 |  |                                             
|                    |  |                                             
|                    |  | By: /s/ Irwin J. Kirz                       
|                    |  | Irwin J. Kirz, President and Director       
|                    |  | (Principal Executive Officer)               
|                    |  |                                             
|Date: April 2, 2010 |  |                                             
|                    |  |                                             
|                    |  | By: /s/ Irwin J. Kirz                       
|                    |  | Irwin J. Kirz, Chief Financial Officer      
|                    |  | (Principal Financial and Accounting Officer)



14



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AMERICAN SMOOTH WAVE VENTURES



(A DEVELOPMENT STAGE COMPANY)



AUDITED FINANCIAL STATEMENTS



FOR THE PERIODS OF



JULY 11, 2008 (DATE OF INCEPTION)



TO DECEMBER 31, 2008 AND 2009



































SAM KAN AND COMPANY

1151 HARBOR BAY PKWY, STE 101

ALAMEDA, CA 94502







F-1



---









TABLE OF CONTENTS





|                                  |     
|--------------------------------- | ----
|                                  | 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 



F-2



---







REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM







|                                   
|-----------------------------------
|To The Board of Directors          
|American Smooth Wave Ventures, Inc.
|(A Development Stage Company)      
|Yucca Valley, 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 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.

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 years 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       
|Alameda, California  









F-3



---

|                                               |                                                                                                                                                  |              |          |      |       |        
|---------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------ | ------------ | -------- | ---- | ----- | -------
|American Smooth Wave Ventures, Inc.           
|(A Development Stage Enterprise)              
|Balance Sheets                                
|                                               |                                                                                                                                                  |              |          |      |       |        
|                                               |                                                                                                                                                  | December 31,
|                                               |                                                                                                                                                  | 2009         |          | 2008
|ASSETS                                        
|                                               |                                                                                                                                                  |              |          |      |       |        
|Current assets                                 |                                                                                                                                                  |              |          |      |      
|                                               | Cash                                                                                                                                             | $            | 630      |      | $     | -      
|                                               | Prepaid Expenses                                                                                                                                 |              | -        |      |       | -      
|                                               |                                                                                                                                                  |              |          |      |       |        
|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









F-4



---



|                                               |                            |                                      |        |                                                                                            |           |                                                                                            |   |          |       
|---------------------------------------------- | -------------------------- | ------------------------------------ | ------ | ------------------------------------------------------------------------------------------ | --------- | ------------------------------------------------------------------------------------------ | - | -------- | ------
|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











F-5



---



|                                               |              |  |                                    |       |                             |   |        |  |   |          |  |   |         
|---------------------------------------------- | ------------ |  | ---------------------------------- | ----- | --------------------------- | - | ------ |  | - | -------- |  | - | --------
|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









F-6



---



|                                               |                                             |                                  |                                      |         |                                      |         |                                                                    |   |          |       
|---------------------------------------------- | ------------------------------------------- | -------------------------------- | ------------------------------------ | ------- | ------------------------------------ | ------- | ------------------------------------------------------------------ | - | -------- | ------
|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









F-7



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**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 – 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  SFAS 7, “Accounting*and Reporting by Development State Enterprises.”*

Organization, Nature of Business and Trade  Name

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.

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 American Smooth Wave purchases. 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) 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 $.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.

For the year ended December 31, 2009, the Company  issued 2,082,500 shares of commons stock at $0.01 per share in consideration of  $20,825.

As of Dec. 31, 2009 4,282,500 shares were issued  and outstanding.

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**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 – 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 averaged number of shares 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  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.

Basic  Loss Per Share

The  computations of basic loss per share of common stock are based on the weighted  average number of shares outstanding at the date of the financial statements.  There are no common stock equivalents outstanding.

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


Provision  for Income Taxes

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.

Net deferred tax assets consist of the  following components from Inception on July 11, 2008 to Dec. 31, 2009:

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


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**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 – SUMMARY OF SIGNIFICANT ACCOUNTING  POLICIES (continued)

Provision for Income Taxes (continued)

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:

At Dec. 31, 2009, the Company had an  operating 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-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.

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 American Smooth Wave Ventures, Inc.’s financial condition  and results of operations during the period in which such changes occurred.

Actual results could 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.

Fair Value of Financial Instruments

As at Dec. 31, 2009, the fair value of  cash and accounts and advances payable, including amounts due to and from  related parties, approximate carrying values because of the short-term maturity  of these instruments.

Recently Issued Accounting Pronouncements

On July 1, 2009, Financial Accounting Standards  Board (“FASB”) Accounting Standards CodificationTM (“ASC”) became the sole  source of authoritative Generally Accepted Accounting Principles (“GAAP”)  literature recognized by the Financial Accounting Standards Board for financial  statements issued for interim and annual periods ending after  September 15, 2009. Rules and interpretive releases of the Security  Exchange Commission (“SEC”) under authority of federal securities laws are also  sources of authoritative GAAP for SEC registrants. Except for applicable SEC  rules and regulations and a limited number of grandfathered standards, all  other sources of GAAP for nongovernmental entities were superseded by the  issuance of ASC. ASC did not change GAAP, but rather combined the sources of  GAAP and the framework for selecting among those sources into a single source.  Accordingly, the adoption of ASC had no impact on the financial results of the  Company.

On 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

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**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 – SUMMARY OF SIGNIFICANT ACCOUNTING  POLICIES (continued)

Recently Issued Accounting Pronouncements  (continued)

and Servicing of Financial Assets and Extinguishments  of Liabilities,” and will require entities to provide more information about  sales of securitized financial assets and similar transactions, particularly if  the seller retains some risk to the assets, the FASB said. The statement  eliminates the concept of a qualifying special-purpose entity, changes the  requirements for the derecognizing of financial assets, and calls upon sellers  of the assets to make additional disclosures about them.

SFAS No. 167 amends FASB Interpretation (FIN) No. 46(R), “Consolidation of Variable Interest Entities,”  by altering how a company determines when an entity that is insufficiently  capitalized or not controlled through voting should be consolidated, the FASB  said. A company has to determine whether it should provide consolidated  reporting of an entity based upon the entity's purpose and design and the  parent company's ability to direct the entity's actions. SFAS Nos. 166 and 167  will be effective at the start of the first fiscal year beginning after  November 15, 2009, which will mean January 2010 for companies that are on  calendar years.

In May 2009, the FASB issued SFAS 165, “Subsequent  Events.” SFAS 165 should not result in significant changes in the subsequent  events that an entity reports. Rather, SFAS 165 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.

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.

In March of 2008 FASB issued Statement of Financial  Accounting Standards (SFAS) No. 161, “Disclosures about Derivative Instruments  and Hedging Activities—an amendment of FASB Statement No. 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 December, 2007, 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



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**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 – SUMMARY OF SIGNIFICANT ACCOUNTING  POLICIES (continued)

Recently Issued Accounting Pronouncements  (continued)

at fair value. Gain or loss on de-consolidation is  recognized rather than carried as the value of the retained investment. The  Statement is effective for fiscal years and interim periods beginning on or  after December 15, 2008. It cannot be adopted earlier but, once adopted, is to  be applied retroactively. This pronouncement has no effect on this Company’s  financial reporting at this time.

Also in December 2007, the FASB issued SFAS No. 141R,  “Business Combinations” (“SFAS No. 141R”). SFAS No. 141R amends SFAS 141 and  provides revised guidance for recognizing and measuring identifiable assets and  goodwill acquired, liabilities assumed, and any non-controlling interest in the  acquiree. It also provides disclosure requirements to 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 15, 2008 and will be applied prospectively. SFAS No. 141R has no  effect on the Company’s financial reporting.

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

Long-lived Assets-Technology

The Company’s technology 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.

Concentration of Risk

Cash – The Company at times may maintain a  cash balance in excess of insured limits. At Dec. 31, 2009, the Company has no  cash in excess of insured limits.

Revenue Recognition

The Company recognizes revenues when  payments are billed to the customer and according to the terms of the contract.

Property and Equipment

Property and equipment are carried at  cost. Expenditures for maintenance and repairs are charged against operations.  Renewals and betterments that materially extend the life of the 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.

Depreciation is computed for financial statement  purposes on a straight-line basis over estimated useful lives of the related  assets. The estimated useful lives of depreciable assets are:

Estimated Useful LivesOffice Equipment
      5-10 yearsCopier
      5-7   yearsVehicles
      5-10 years


For federal income tax purposes,  depreciation is computed under the modified accelerated cost recovery system.  For audit purposes, depreciation is computed under the straight-line method.



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**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 – SUMMARY OF SIGNIFICANT ACCOUNTING  POLICIES (continued)

Accounts Receivable

Accounts receivable are 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.

Cash and Cash Equivalents

For purposes of the statement of cash  flows, the Company considers all short-term debt securities purchased with  maturity of three months or less to be cash equivalents.

Advertising Costs

Advertising and promotion costs are  expensed as incurred. The Company incurred no such expenses since inception.

NOTE B – GOING CONCERN

The Company’s financial statements are  prepared using accounting principles generally accepted in the United States of  America applicable to a going concern, which contemplates the realization of  assets and liquidation of liabilities in the normal course of business.   However, the Company does not have significant cash or other current assets,  nor does it have an established source of revenues sufficient to cover its  operating costs and to allow it to continue as a going concern.

Marketing will be focused on attracting  retail customers of candy, sweets, foods and bakery items to our website which  will be designed to allow the potential customers to order the desired items on  the website for delivery to the specified location. When and if these  activities provide sufficient revenues it would allow it to continue as a  going concern. In the interim the Company is working toward raising operating  capital through the private placement of its common stock or debt instruments. 
    
  The ability of the Company to continue as  a going concern is dependent upon its ability to successfully accomplish the  plan described in the preceding paragraph and eventually attain profitable operations.

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**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 B – GOING CONCERN (continued)

The accompanying financial statements do  not include any adjustments that may be necessary if the Company is unable to  continue as a going concern.



NOTE C – RELATED PARTY TRANSACTIONS

For the year ended December 31, 2009,  the Company paid consulting fees of $11,100 to IPO Capital Partners, Inc. which  owns more than 5% of the common stock as of December 31, 2009.  Within these fees, $4,000 was paid on behalf  of Western Lucrative Enterprises, Inc. (WLE) for WLE’s quarterly report preparation  of which Orion Investors, Inc is the major shareholder. Orion Investors, Inc  owns more than 5% of the common stock as of December 31, 2009. WLE reimbursed  the Company $4,000 by the end of December 31, 2009. There was no balance due to  this shareholder at December 31, 2009 and December 31, 2008.

NOTE D – SUBSEQUENT EVENTS

In January,  2010, Dempsey Mork, 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. This non-interest bearing advance is due  on demand.

In February, 2010, 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.