---

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C.
20549

FORM 10-Q /A(Amendment No. 1)

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

For the quarterly period ended: December 31,
2010

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

Commission file number: 000-53223

GBS ENTERPRISES
INCORPORATED(Exact name of registrant as specified in
its charter)

|Nevada                                                               | 27-3755055                          
|-------------------------------------------------------------------- | ------------------------------------
|(State or other jurisdiction of incorporation or
      organization) | (I.R.S. Employer Identification No.)

302 North Brooke DriveCanton, GA 30014(Address of principal executive offices)

(404) 474-7256Issuers telephone number

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

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

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

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

Copies to: 
  Philip Magri, Esq. The Sourlis Law
Firm
The Courts of Red Bank 
130 Maple Avenue, Suite 9B2 Red Bank, New Jersey 07701 
Direct
Dial: (732) 610-2435 T: (732) 530-9007 F: (732) 530-9008 PhilMagri@SourlisLaw.com www.SourlisLaw.com

---

Indicate by check mark if the registrant is a well-known
seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes [  ] No [X]

Indicate by check mark if the registrant is not required to
file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes [  ] No [X]

Note  Checking the box above will not relieve any
registrant required to file reports pursuant to Section 13 or 15(d) of the
Exchange Act from their obligations under those Sections.

Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

Yes [X] No [  ]

Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation
S-T (§ 229.405 of this chapter) during the preceding 12 months (or for such
shorter period that the registrant was required to submit and post such files).

Yes [  ] No [  ]

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

|Large accelerated filer [  ]                                                   | Accelerated filer [  ]       
|------------------------------------------------------------------------------ | -----------------------------
|Non-accelerated filer [  ] (Do not check if a
      smaller reporting company) | Smaller reporting company [X]

Indicate by checkmark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Act).

Yes [ ] No [X]

APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCYPROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all
documents and reports required to be filed by Section 12, 13 or 15(d) of the
Securities Exchange Act of 1934 subsequent to the distribution of securities
under a plan confirmed by a court.

Yes [ ] No [ ]

APPLICABLE ONLY TO CORPORATE REGISTRANTS

Indicate the number of shares outstanding of each of the
registrants classes of common stock, as of the latest practicable date. As of
March 10,  2011,  there were 16,407,915 shares of common stock, par value $0.001
per share, of the Registrant issued and outstanding.

---

|TABLE OF CONTENTS              |     
|------------------------------ | ----
|                               |     
|PART I  FINANCIAL INFORMATION | Page
|                               | No: 

|Item 1.                      | Financial Statements                                                                        | 1 
|---------------------------- | ------------------------------------------------------------------------------------------- | --
|                             | Balance Sheet                                                                               | 2 
|                             | Statement of Operations                                                                     | 3 
|                             | Statement of Cash
      Flows                                                               | 6 
|                             | Notes to
      the Financial Statements                                                     | 7 
|Item 2.                      | Managements Discussion
      and Analysis of Financial Condition and Results of Operations | 14
|Item 3.                      | Quantitative and Qualitative Disclosures About Market
      Risk.                           | 24
|Item 4T.                     | Controls and
      Procedures                                                               | 24
|                             |                                                                                             |   
|PART II  OTHER INFORMATION: |                                                                                            
|Item 1.                      | Legal
      Proceedings                                                                     | 25
|Item 1A.                     | Risk Factors                                                                                | 25
|Item 2.                      | Unregistered Sales of Equity Securities and Use of
      Proceeds                           | 25
|Item 3.                      | Defaults Upon Senior
      Securities                                                       | 25
|Item 4.                      | [Removed
      and Reserved by the Securities and Exchange Commission]                      | 25
|Item 5.                      | Other
      Information                                                                     | 25
|Item 6.                      | Exhibits                                                                                    | 25
|Signatures                   |                                                                                             | 26

---

PART I — FINANCIAL INFORMATION

Item 1. Financial Statements

1

---

GBS Enterprises Incorporated(Formerly SWAV
Enterprises Ltd.)(A Development Stage Company)BALANCE SHEETS
(Unaudited)As at December 31, 2010 and March 31, 2010

|                                                           |   | December 31, |   |   | March 31, |  
|---------------------------------------------------------- | - | ------------ | - | - | --------- | -
|                                                           |   | 2010         |   |   | 2010      |  
|ASSETS                                                     |  
|Current                                                    |   |              |   |   |           |  
|Cash and cash equivalents                                  | $ | 14,586       |   | $ | 507       |  
|Accounts
      receivable                                  |   | -            |   |   | 744       |  
|Inventory                                                  |   | 2            |   |   | 4,610     |  
|                                                           |   | 14,588       |   |   | 5,861     |  
|                                                           |   |              |   |   |           |  
|Equity investment in related party - Note 3                |   | 3,898,000    |   |   | -         |  
|                                                           |   |              |   |   |           |  
|Intangible assets - contracts, licenses and
      software |   |              |   |   |           |  
|Output! Ltd.                                               |   | 14,998       |   |   | -         |  
|Bones HealthCare                                           |   | 35,000       |   |   | -         |  
|Tool
      Box                                             |   | 115,000      |   |   | -         |  
|                                                           |   | 164,998      |   |   | -         |  
|Total Assets                                               | $ | 4,077,586    |   | $ | 5,861     |  
|                                                           |   |              |   |   |           |  
|LIABILITIES                                                |  
|Current                                                    |   |              |   |   |           |  
|Accounts payable and accrued
      liabilities             | $ | 8,150        |   | $ | 9,755     |  
|Due to related
      parties  Note 4                      |   | 540,000      |   |   | 28,814    |  
|Total Liabilities                                          |   | 548,150      |   |   | 38,569    |  
|                                                           |   |              |   |   |           |  
|STOCKHOLDERS' EQUITY                                       |  
|Capital Stock - Note 5                                     |   |              |   |   |           |  
|Authorized:                                                |   |              |   |   |           |  
|25,000,000 common stock with a par value of $0.001         |   |              |   |   |           |  
|Issued and outstanding                                     |   |              |   |   |           |  
|14,499,910 common stock                                    |   | 14,500       |   |   | 12,235    |  
|(12,234,670 common stock at March 31, 2010)                |   |              |   |   |           |  
|Additional paid in capital                                 |   | 3,916,530    |   |   | 155,795   |  
|Donated capital                                            |   | 41,422       |   |   | 41,422    |  
|Accumulated other comprehensive loss                       |   | -            |   |   | (9,572    | )
|Accumulated deficit                                        |   | (209,452     | ) |   | (232,588  | )
|Defict accumulated during the development
      stage      |   | (233,564     | ) |   | -         |  
|Total Stockholders' Equity                                 |   | 3,529,436    |   |   | (32,708   | )
|Total Liabilites and Stockholders' Equity                  | $ | 4,077,586    |   | $ | 5,861     |  
|                                                           |   |              |   |   |           |  
|Going Concern - Note 2                                     |   |              |   |   |           |  

See Accompanying Notes

2

---

GBS Enterprises Incorporated(Formerly SWAV
Enterprises Ltd.) (A Development Stage Company)STATEMENTS OF
OPERATIONSFor the the three and nine months ended December 31, 2010 and
2009And for the period from April 27, 2010 to December 31,
2010(Unaudited)

Developmentstage fromFor the three
      months
    
    
    For the nine
      months
    
    
    April 27, 2010ended December
      31,
    
    
    ended December
      31,
    
    
    to Dec 31,2010
    
    
    2009
    
    
    2010
    
    
    2009
    
    
    2010ExpensesInterest to
      related party
    $
    2,500
    
    $
    -
    
    $
    2,500
    
    $
    -
    
    $
    2,500Filing fees
    
    -
    
    
    -
    
    
    -
    
    
    1,620
    
    
    -Office and sundry
    
    414
    
    
    -
    
    
    414
    
    
    -
    
    
    414Professional fees
    
    151,500
    
    
    -
    
    
    188,150
    
    
    4,650
    
    
    188,150Travel
    
    42,500
    
    
    -
    
    
    42,500
    
    
    -
    
    
    42,500196,914
    
    
    -
    
    
    233,564
    
    
    6,270
    
    
    233,564Operating loss from continuing operations
    
    (196,914
    )
    
    -
    
    
    (233,564
    )
    
    (6,270
    )
    
    (233,564
    )Other IncomeLoss on sale of
      SWAV Holdings Inc.
    
    -
    
    
    -
    
    
    (9,472
    )
    
    -
    
    
    -Debt foregiveness
    
    -
    
    
    -
    
    
    32,608
    
    
    -
    
    
    --
    
    
    -
    
    
    23,136
    
    
    -
    
    
    -Loss from continuing
      operations
    
    (196,914
    )
    
    -
    
    
    (210,428
    )
    
    (6,270
    )
    
    (233,564
    )Loss from discontinued operationsNote - 6
    
    -
    
    
    (919
    )
    
    -
    
    
    (9,631
    )
    
    -Net loss for the period
    
    (196,914
    )
    
    (919
    )
    
    (210,428
    )
    
    (15,901
    )
    
    (233,564
    )Other comprehensive income
      (expense)Foreign currency
      adjustment
    
    -
    
    
    (736
    )
    
    9,572
    
    
    (3,926
    )
    
    -Comprehensive loss for the
      period
    $
    (196,914
    )
    $
    (1,655
    )
    $
    (200,856
    )
    $
    (19,827
    )
    $
    (233,564
    )Basic and diluted income (loss) per share
    $
    (0.014
    )
    $
    -
    
    $
    (0.015
    )
    $
    (0.001
    )Weighted average number of
      shares outstanding
    
    14,499,910
    
    
    12,234,670
    
    
    14,190,451
    
    
    12,234,670


See Accompanying Notes

3

---

GBSEnterprisesIncorporated(Formerly SWAV Enterprises Ltd.)(A Development
Stage Company)CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
(Unaudited)For the period from inception, March 20, 2007 to December 31,
2010

|                                                                 |  |              |  |   |         |  |   |              |   |   |               |   |   |             |  |   |             |   |   | Deficit     |  |   |         |  
|---------------------------------------------------------------- |  | ------------ |  | - | ------- |  | - | ------------ | - | - | ------------- | - | - | ----------- |  | - | ----------- | - | - | ----------- |  | - | ------- | -
|                                                                 |  |              |  |   |         |  |   |              |   |   | Acummulated   |   |   |             |  |   |             |   |   | Accumulated |  |   |         |  
|                                                                 |  |              |  |   |         |  |   | Additional   |   |   | Other         |   |   |             |  |   |             |   |   | during the  |  |   |         |  
|                                                                 |  | Common Stock |  |   | Paid in |  |   | Comprenhsive |   |   | Donated       |   |   | Accumulated |  |   | development |   |   |             | 
|                                                                 |  | Shares       |  |   | Amount  |  |   | Capital      |   |   | Income (Loss) |   |   | Capital     |  |   | Deficit     |   |   | stage       |  |   | Total   |  
|                                                                 |  |              |  |   |         |  |   |              |   |   |               |   |   |             |  |   |             |   |   |             |  |   |         |  
|May 31, 2006 - Note 1                                            |  | 6,000,000    |  | $ | 6,000   |  | $ | (6,229       | ) | $ | (14,988       | ) | $ | 27,242      |  | $ | (72,243     | ) | $ | -           |  | $ | (60,218 | )
|Issuance of shares for cash, March 30, 2007                      |  | 2,900,000    |  |   | 2,900   |  |   | 72,562       |   |   | -             |   |   | -           |  |   | -           |   |   | -           |  |   | 75,462  |  
|Net Loss for the year ended
      March 31, 2007                 |  | -            |  |   | -       |  |   | -            |   |   | -             |   |   | 8,768       |  |   | (25,437     | ) |   | -           |  |   | (16,669 | )
|Other comprehensive loss for the year ended
      March 31, 2007 |  | -            |  |   | -       |  |   | -            |   |   | 2,746         |   |   | -           |  |   | -           |   |   | -           |  |   | 2,746   |  
|Balance, March 31, 2007                                          |  | 8,900,000    |  |   | 8,900   |  |   | 66,333       |   |   | (12,242       | ) |   | 36,010      |  |   | (97,680     | ) |   | -           |  |   | 1,321   |  
|Issuance of shares for cash,May 4, 2008                          |  | 2,500,000    |  |   | 2,500   |  |   | 65,257       |   |   | -             |   |   | -           |  |   | -           |   |   | -           |  |   | 67,757  |  
|Net Loss for the year ended
      March 31, 2008                 |  | -            |  |   | -       |  |   | -            |   |   | -             |   |   | -           |  |   | (97,667     | ) |   | -           |  |   | (97,667 | )
|Other comprehensive loss for the                                 |  |              |  |   |         |  |   |              |   |   |               |   |   |             |  |   |             |   |   |             |  |   |         |  
|year ended March 31, 2008                                        |  | -            |  |   | -       |  |   | -            |   |   | 6,274         |   |   | -           |  |   | -           |   |   | -           |  |   | 6,274   |  
|Balance, March 31, 2008                                          |  | 11,400,000   |  |   | 11,400  |  |   | 131,590      |   |   | (5,968        | ) |   | 36,010      |  |   | (195,347    | ) |   | -           |  |   | (22,315 | )

4

---

GBSEnterprisesIncorporated(Formerly SWAV Enterprises Ltd.)(A Development
Stage Company)CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
(Unaudited)For the period from inception, March 20, 2007 to December 31,
2010

|                                                                                              |  |              |  |   |        |   |   |             |   |   |               |   |   |         |  |   |             |   |   | Deficit     |   |   |           |  
|--------------------------------------------------------------------------------------------- |  | ------------ |  | - | ------ | - | - | ----------- | - | - | ------------- | - | - | ------- |  | - | ----------- | - | - | ----------- | - | - | --------- | -
|                                                                                              |  | Common Stock |  |   |        |   |   | Acummulated |   |   |               |   |   |         |  |   | Accumulated |   |   |             |  
|                                                                                              |  |              |  |   |        |   |   | Additional  |   |   | Other         |   |   |         |  |   |             |   |   | during the  |   |   |           |  
|                                                                                              |  |              |  |   |        |   |   | Paid in     |   |   | Comprenhsive  |   |   | Donated |  |   | Accumulated |   |   | development |   |   |           |  
|                                                                                              |  | Shares       |  |   | Amount |   |   | Capital     |   |   | Income (Loss) |   |   | Capital |  |   | Deficit     |   |   | stage       |   |   | Total     |  
|Continued                                                                                     |  |              |  |   |        |   |   |             |   |   |               |   |   |         |  |   |             |   |   |             |   |   |           |  
|Balance, March 31, 2008                                                                       |  | 11,400,000   |  |   | 11,400 |   |   | 131,590     |   |   | (5,968        | ) |   | 36,010  |  |   | (195,347    | ) |   | -           |   |   | (22,315   | )
|Issuance of shares for cash,
      December 31, 2008                                          |  | 834,670      |  |   | 835    |   |   | 24,205      |   |   | -             |   |   | -       |  |   | -           |   |   |             |   |   | 25,040    |  
|Net Loss for the year ended March 31, 2009                                                    |  | -            |  |   | -      |   |   | -           |   |   | -             |   |   | 2,662   |  |   | (19,261     | ) |   | -           |   |   | (16,599   | )
|Other comprehensive loss for
      the year ended March 31, 2009                              |  | -            |  |   | -      |   |   | -           |   |   | 698           |   |   | -       |  |   | -           |   |   | -           |   |   | 698       |  
|Balance, March 31, 2009                                                                       |  | 12,234,670   |  |   | 12,235 |   |   | 155,795     |   |   | (5,270        | ) |   | 38,672  |  |   | (214,608    | ) |   | -           |   |   | (13,176   | )
|Net Loss for the year ended
      March 31, 2010                                              |  | -            |  |   | -      |   |   | -           |   |   | -             |   |   | 2,750   |  |   | (17,980     | ) |   |             |   |   | (15,230   | )
|Other comprehensive loss for the year ended
      March 31, 2010                              |  | -            |  |   | -      |   |   | -           |   |   | (4,302        | ) |   | -       |  |   | -           |   |   | -           |   |   | (4,302    | )
|Balance, March 31, 2010                                                                       |  | 12,234,670   |  |   | 12,235 |   |   | 155,795     |   |   | (9,572        | ) |   | 41,422  |  |   | (232,588    | ) |   | -           |   |   | (32,708   | )
|Net profit for the period ended April 26,
      2010                                          |  |              |  |   |        |   |   |             |   |   | 9,572         |   |   | -       |  |   | 23,136      |   |   |             |   |   | 32,708    |  
|Issuance of shares for
      assets, April 26, 2010                                           |  | 2,265,240    |  |   | 2,265  |   |   | 162,735     |   |   | -             |   |   | -       |  |   | -           |   |   |             |   |   | 165,000   |  
|Purchase of shares for $300,000, November 5,
      2010                                       |  | -3,043,985   |  |   | (3,044 | ) |   | (296,956    | ) |   |               |   |   |         |  |   |             |   |   |             |   |   | (300,000  | )
|Exchange of shares for
      7,115,500 shares of GROUP Business Software AG, November 5, 2011 |  | 3,043,985    |  |   | 3,044  |   |   | 3,894,956   |   |   |               |   |   |         |  |   |             |   |   |             |   |   | 3,898,000 |  
|Net loss for the period from April 27, 2010 to December
      31, 2010                        |  | -            |  |   | -      |   |   | -           |   |   | -             |   |   | -       |  |   | -           |   |   | (233,564    | ) |   | (233,564  | )
|Balance, December 31, 2010                                                                    |  | 14,499,910   |  | $ | 14,500 |   | $ | 3,916,530   |   | $ | -             |   | $ | 41,422  |  | $ | (209,452    | ) | $ | (233,564    | ) | $ | 3,529,436 |  

See Accompanying Notes

5

---

GBS Enterprises Incorporated(Formerly SWAV
Enterprises Ltd.)(A Development Stage Company)STATEMENTS OF CASH
FLOWSFor the the three and nine months ended December 31, 2010 and
2009and for the period from April 27, 2010 to December 31,
2010(Unaudited)

|                                                                                   |   |                           |   |   |                |   |   | Development |  
|---------------------------------------------------------------------------------- | - | ------------------------- | - | - | -------------- | - | - | ----------- | -
|                                                                                   |   |                           |   |   |                |   |   | stage from  |  
|                                                                                   |   | For the nine
      months |   |   | April 27, 2010 |  
|                                                                                   |   | ended December
      31,  |   |   | to Dec 31,     |  
|                                                                                   |   | 2010                      |   |   | 2009           |   |   | 2010        |  
|Operating activities                                                               |   |                           |   |   |                |   |   |             |  
|Net loss for period from
      continuing operations                               | $ | (210,428                  | ) | $ | (6,270         | ) | $ | (233,564    | )
|Non  cash items                                                                   |   |                           |   |   |                |   |   |             |  
|Loss on
      sale of subsidiary                                                   |   | 9,472                     |   |   | -              |   |   | -           |  
|Debt forgiveness                                                                   |   | (32,608                   | ) |   | -              |   |   | -           |  
|Changes in non-cash working
      capital balances                                 |   |                           |   |   |                |   |   |             |  
|Accounts payable and accrued liabilities                                           |   | 8,150                     |   |   | 7,983          |   |   | 8,150       |  
|Cash provided by (used in) operating
      activities from continuing operations   |   | (225,414                  | ) |   | 1,713          |   |   | (225,414    | )
|Cash provided by (used in)
      operating activities from discontinued operations |   | -                         |   |   | (24,466        | ) |   | -           |  
|Cash provided by (used in) operating
      activities                              |   | (225,414                  | ) |   | (22,753        | ) |   | (225,414    | )
|                                                                                   |   |                           |   |   |                |   |   |             |  
|Investing Activities                                                               |   |                           |   |   |                |   |   |             |  
|Purchase of
      common stock from shareholder                                    |   | (300,000                  | ) |   | -              |   |   | (300,000    | )
|Proceeds from sale of subsidiary                                                   |   | 100                       |   |   | -              |   |   | -           |  
|Net cash provided by
      investing activities                                    |   | (299,900                  | ) |   | -              |   |   | (300,000    | )
|Financing Activities                                                               |   |                           |   |   |                |   |   |             |  
|Increase
      (decrease) in related party liability                               |   | 539,393                   |   |   | 22,971         |   |   | 540,000     |  
|Decrease (increase) in related
      party receivable                              |   | -                         |   |   | 2,959          |   |   | -           |  
|Net cash proved by Financing
      Activities                                      |   | 539,393                   |   |   | 25,930         |   |   | 540,000     |  
|                                                                                   |   |                           |   |   |                |   |   |             |  
|Foreign exchange translation                                                       |   | -                         |   |   | (3,926         | ) |   | -           |  
|                                                                                   |   |                           |   |   |                |   |   |             |  
|Increase (decrease) in cash
      and cash equivalents during the period           |   | 14,079                    |   |   | (749           | ) |   | 14,586      |  
|Cash and cash equivalents, beginning of the
      period                           |   | 507                       |   |   | 944            |   |   | -           |  
|Cash and cash equivalents,
      end of the period                                 | $ | 14,586                    |   | $ | 195            |   | $ | 14,586      |  
|                                                                                   |   |                           |   |   |                |   |   |             |  
|Supplemented disclosure of
      cash flow information:                            |   |                           |   |   |                |   |   |             |  
|Non-cash Financing Activities                                                      |   |                           |   |   |                |   |   |             |  
|Issue of 3,043,985 shares for equity investment in related party                   | $ | 3,898,000                 |   | $ | -              |   | $ | 3,898,000   |  
|Issue of
      2,265,240 common shares for assets                                  | $ | 165,000                   |   | $ | -              |   | $ | 165,000     |  
|Cash paid for:                                                                     |   |                           |   |   |                |   |   |             |  
|Interest                                                                           | $ | 2,500                     |   | $ | -              |   | $ | 2,500       |  
|Income taxes                                                                       | $ | -                         |   | $ | -              |   | $ | -           |  

See Accompanying Notes

6

---

NOTE 1 - OPERATIONS AND RESTRUCTURING

SWAV Enterprises Ltd. (the predecessor to GBS Enterprises Incorporated) (the “Company”) was incorporated in the State of Nevada on March 20, 2007 and did not have any operations until April 1, 2007. On that date, the Company completed an
agreement to acquire 100% of the outstanding common shares of SWAV Holdings Inc. for an aggregate of 8,900,000 authorized but heretofore unissued shares of common stock, par value $.001 per share.  For accounting purposes, the acquisition was
treated as a recapitalization of SWAV Holdings Inc. with SWAV Holdings Inc as the acquirer (reverse take-over). Accordingly, the accompanying financial statements reflect the historical financial statements of SWAV Holdings Inc., the accounting
acquirer, as adjusted for the exchange of shares on its equity accounts, the inclusion of the net liabilities of the accounting subsidiary as of the date of the merger on their historical basis and the inclusion of the accounting subsidiary’s
results of operations from that date to the date of the sale of the subsidiary, April 26, 2010. During this period, the company provided management services and imported Chinese manufactured goods.

Effective April 26, 2010, the Company sold its ownership of SWAV Holdings Ltd. for $100.  At the same time the Company entered into an Asset Purchase Agreement with Lotus Holdings Limited pursuant to which the Company issued an aggregate of
2,265,240 authorized but heretofore unissued shares of its common stock in consideration for 100% of certain assets of Lotus Holdings Ltd. Simultaneously, the existing shareholders sold 11,984,770 shares to the managing director of Lotus Holdings
Ltd. Accordingly, the Asset Purchase Agreement was a non-arms length transaction, and the value of the assets acquired was recorded according the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification
(“Codification”) topic 845.10 Non monetary transactions.That guidance stipulates the value is the carrying value of the vendor when neither the assets received nor the assets relinquished are determinable within reasonable
limits.

Subsequent to April 26, 2010, the Company entered the development stage as management has been devoting substantially all its efforts to establishing a new business and planned principal operations have not commenced. According to FASB Codification
topic 915, Developing Stage Entities,all operations during this period are appropriately considered as part of the Company’s development stage activities.

On September 6, 2010, the articles of incorporation were amended to change the Company’s name from SWAV Enterprises to GBS Enterprises Incorporated.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

Interim reporting

The accompanying unaudited interim financial statements have been prepared in accordance with generally accepted accounting principles for interim financial statements.  They do not include all information and footnotes required by generally
accepted accounting principles for complete financial statements. However, except as disclosed herein, they include all adjustments, which are, in the opinion of management, necessary to present fairly the financial position, results of operations
and cash flows for the interim periods presented in accordance with accounting principles generally accepted in the United States of America. These interim financial statements follow the same accounting policies and methods of their application as
the Company’s audited March 31, 2010 financial statements.  All adjustments are of a normal recurring nature. It is suggested that these interim financial statements be read in conjunction with the Company’s March 31, 2010 financial
statements.

7

---

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued

Interim reporting - continued

Operating results for the nine months ended December 31, 2010 are not necessarily indicative of the results that can be expected for the year ending March31, 2011.

Basis of Presentation

The Company’s financial statements included herein are prepared under the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America

Going concern

These financial statements have been prepared on the going concern basis, which presumes that the Company will continue operations for the foreseeable future and will be able to realize assets and discharge liabilities in the normal course of
business. The Company has accumulated losses of $443,016 as at December 31, 2010 and has not generated sufficient cash flow from operations to fund its activities. There can be no assurance that a self-supporting level of operation will ever be
achieved.  Further, it requires additional capital in order to continue.  The continuation of the Company is dependent on its ability to obtain the necessary capital to achieve profitability and to meet the requirements, from time to time, of
lenders, if any, who are willing to provide this financing. Management believes that as a result of the asset purchased, it will generate additional funds and that it will be able to obtain additional capital as required to meet projected
operational requirements.

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

Use of Estimates

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

Comprehensive Income (Loss)

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

8

---

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued

Cash and Cash Equivalents

For purposes of the Statement of Cash Flows, management considers liquid investments with an original maturity of three months or less to be cash equivalents. As of December 31, 2010, the Company did not have any cash equivalents ($nil –
2009).

Net Income per Common Share

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

Fair Value Measurements

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

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

Financial Instruments

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

Equity investment in related parties has been recorded at fair value as at the acquisition date of November 5, 2010. The determination of fair value is described in Note 3 – Equity Investment in Related Party. The measurement resulted in a
value using level 1 inputs, the highest priority indication of fair value according to the fair value measurement hierarch described above.

Revenue Recognition

The Company recognizes revenue in accordance with SEC Staff Accounting Bulletin (SAB) No. 104, Revenue Recognition. Under these guidelines, revenue is recognized when persuasive evidence of an arrangement exists, shipment has occurred or
services rendered, the price is fixed or determinable and payment is reasonably assured. Customers take ownership at point of sale and bear the costs and risks of delivery.

9

---

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued

Impairment of Long-Lived Assets

The Company evaluates the recoverability of its fixed assets and other assets in accordance with FASB Codification topic, 360.10, Property, Plant and Equipment, Impairment or Disposal of Long-Lived Assets.This guidance requires recognition
of impairment of long-lived assets in the event the net book value of such assets exceeds its expected cash flows, it is considered to be impaired and is written down to fair value, which is determined based on either discounted future cash flows or
appraised values. No impairment has been recognized in the accounts.

Intangible Assets and Amortization

The Company has capitalized intangible assets in accordance with accounting policies described in Note 1. The Company follows FASB Codification topic 985.20, software, costs of software to be sold, leased or marketed,on the basis that the
assets have finite lives and will be amortized, once the assets are ready for general release. As this has not yet eventuated, no amortization has been recorded in the accounts.

Foreign Currency Translation

As a result of the Asset Purchase Agreement and the shares issued thereon, the functional currency of the Company has changed from Canadian dollars to US dollars  Previous to this event, for financial reporting purposes, the financial statements of
the Company were translated into US dollars. Assets and liabilities were translated at the exchange rates at the balance sheet dates and revenue and expenses were translated at the average exchange rates and stockholders’ equity was translated
at historical exchange rates.  Any translation adjustments resulting are not included in determining net income but are included in foreign exchange adjustment to other comprehensive income, a component of stockholders’ equity.

Deferred Taxes

Income taxes are provided in accordance with FASB Codification topic 740,Accounting for Income Taxes. A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating
loss-carry forwards.

Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that, some portion or all of the deferred tax asset will not be realized. Deferred tax assets and liabilities are adjusted for
the effect of changes in tax laws and rates on the date of enactment.

Long term investment

The equity investment in related party has been accounted for in accordance with FASB Codification topic 805 Business Combinationsas this is the first step in a step by step acquisition of control. For acquisition purposes, the Company has
been identified as the acquirer.

Recent Accounting Pronouncements

The Company adopts new pronouncements relating to generally accepted accounting principles applicable to the Company as they are issued, which may be in advance of their effective date. Management does not believe that any recently issued, but not
yet effective accounting standards, if currently adopted, would have a material effect on the accompanying financial statements.

10

---

NOTE 3  EQUITY INVESTMENT IN RELATED PARTY

On November 5, 2010, the Company entered in to an agreement to
acquire approximately 28.2% of the outstanding common shares of GROUP Business
Software AG, (GROUP) a German company, trading on the Frankfurt Stock Exchange
under the symbol INW. The acquisition was a two step transaction, culminating in
a share exchange. The Company purchased 3,043,985 of its own shares for $300,000
and then exchanged those shares for 7,115,500 shares of common stock of GROUP.
Their fair value was calculated at $.5479 per share as determined by an
independent valuator. The basis of the valuation was the quoted share price on
the Frankfurt Stock Exchange, using a 10 day volume weighted average price
(VWAP) ending on the valuation day. This level 1 input was then assessed,
using level 2 and 3 inputs  market and income approaches. The agreement was
effective December 30, 2010.

During the nine months ended September 30, 2010 and using
International Financial Reporting Standards (IFRS), GROUP had the following
unaudited results, translated from € to US $ at the rate of €1 = US$1.3163:
Sales and gross profit - $17,185,643; Net loss and net loss from continuing
operations  ($734,421). None of this loss is attributable to the Company.

NOTE 4  RELATED PARTY TRANSACTIONS AND
BALANCES

|                                                                                                                                            |   | December 31 |  |   | March 31 | 
|------------------------------------------------------------------------------------------------------------------------------------------- | - | ----------- |  | - | -------- | 
|                                                                                                                                            |   | 2010        |  |   | 2010     | 
|                                                                                                                                            |   |             |  |   |          | 
|Due to a director and
      shareholder, unsecured
      demand             note
      payable, bearing interest at 5%, due Mar 1, 2011     | $ | 135,000     |  |   |          | 
|Due to Lotus Holdings Ltd., a shareholder,
      demand notes payable,
                 
      bearing interest at 5%, due October 31, 2011 |   |             |  |   |          | 
|- note secured by shares in GROUP Business
      Software AG                                                                                |   | 300,000     |  |   |          | 
|- secured by OUTPUT software                                                                                                                |   | 105,000     |  |   |          | 
|Due to shareholder,
      unsecured, non-interest bearing, payable on demand                                                                |   | -           |  | $ | 28,814   | 
|                                                                                                                                            |   |             |  |   |          | 
|                                                                                                                                            | $ | 540,000     |  | $ | 28,814   | 

In addition to the share transactions described in Note 3, the
Company had the following transactions with related parties for the nine months
ending December 31, 2010 and 2009:

|                                                                     |   | 2010   |  |   | 2009 | 
|-------------------------------------------------------------------- | - | ------ |  | - | ---- | 
|Income received from related parties                                 |   |        |  |   |      | 
|Gain on sale of
      subsidiary                                     | $ | 100    |  | $ | -    | 
|Forgiveness of debt                                                  | $ | 32,608 |  | $ | -    | 
|Interest payable to related party                                    | $ | 2,500  |  | $ | -    | 
|Services donated by related parties (shown
      as donated capital) |   |        |  |   |      | 
|Administration fees                                                  | $ | -      |  | $ | 709  | 

The transactions between the Company and the parties were
consummated at the price agreed upon between the parties which are not
necessarily fair value.

11

---

NOTE 5 - CAPITAL STOCK

On March 20, 2007 the Company issued 8,900,000 shares in
aggregate for $75,462 of debt.

On May 4, 2007, the Company completed a private placement,
issuing 2,500,000 shares for $67,757 in cash.

On June 30, 2008, the Company completed a private placement,
issuing 834,670 shares for $25,040 in cash.

On April 26, 2010, the Company issued 2,265,240 shares in
aggregate for inventory, licenses, customer lists and computer software valued
at $165,000.

On November 5, 2010, the Company purchased 3,043,985 from an
existing shareholder for $300,000. Thereupon it exchanged those shares for
7,115,500 common shares of GROUP Business Software AG, a German Company, the
fair value of which was determined to be $3,898,000.

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

NOTE 6  DISCONTINUED OPERATIONS

On April 26, 2010, the Company sold its operating subsidiary,
SWAV Holdings Inc. for $100. The Company has neither continuing liabilities nor
potential contingent liabilities as a result of the sale. Discontinued
operations and their results of operations, financial position and cash flows
are shown separately for all periods presented. Prior to the sale, SWAV Holdings
Inc. had ceased operations and at the time of sale, had neither assets nor
liabilities.

SWAV Holdings Inc. was the operating entity that imported and
sold goods and provided management services. Its operations included all
revenues, and most expenses of the consolidated entity. The only expenses
attributable to the continuing operation were expenses such as professional fees
and filing fees, which SWAV Enterprises Ltd. incurred in order to maintain its
public company status.

Summarized financial information for discontinued operations is
set forth below:

Summarized Balance Sheet:

|                    |   | December 31, |  |   | March 31, | 
|------------------- | - | ------------ |  | - | --------- | 
|                    |   | 2010         |  |   | 2010      | 
|                    |   |              |  |   |           | 
|Current assets      | $ | -            |  | $ | 5,354     | 
|Current Liabilities | $ | -            |  | $ | 5,314     | 

12

---

NOTE 6  DISCONTINUED OPERATIONS - continued

Summarized Income Statement

|                                                   |   | three months                   |   |   | nine
      months |  
|-------------------------------------------------- | - | ------------------------------ | - | - | ----------------- | -
|                                                   |   | period ended December 31, 2009 |  
|                                                   |   |                                |  
|Sales                                              | $ | -                              |   | $ | 1,981             |  
|Cost of sales                                      |   | -                              |   |   | -                 |  
|Gross profit                                       |   | -                              |   |   | 1,981             |  
|Consulting revenue                                 |   | -                              |   |   | 9,610             |  
|Income before selling and operating
      expenses |   | -                              |   |   | 11,591            |  
|Selling expenses - sales commission                |   | -                              |   |   | 357               |  
|Income before operating expenses                   |   | -                              |   |   | 11,234            |  
|Operating expenses                                 |   | 919                            |   |   | 20,865            |  
|Net loss for the period                            | $ | (919                           | ) | $ | (9,631            | )

NOTE 7 - SUBSEQUENT EVENT

On January 6, 2011, the Company acquired an additional
aggregate of 5,525,735 shares of common stock of GROUP in exchange for 2,361,426
shares of common stock of the Company. The acquisition represents approximately
21.9% of the issued and outstanding shares of GROUP. The effect of this
transaction is that the Company gained a 50.1% controlling interest of GROUP
with an aggregate of 12,641,235 common shares. The value of this additional
purchase, using the same techniques as the previous acquisition, was $2,796,000,
based on a value of $0.506 per share.

The allocation of the purchase price has not be disclosed as
the Company has not yet completed its valuation of the fair value of the assets
and liabilities of GROUP and the fair value of the non-controlling interest. The
valuation is expected to be completed by March 31, 2011.

13

---

Item 2. Managements Discussion and Analysis of Financial
Condition and Results of Operations.

General

We were incorporated on March 20, 2007, in the State of Nevada
under the name SWAV Enterprises Ltd.

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

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

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

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

As reported on Form 8-K filed with the Securities and Exchange
Commission on August 30, 2010, on August 20, 2010, SWAV Enterprises Ltd. filed a
Certificate of Amendment to its Certificate of Incorporation with the Secretary
of State of Nevada therein changing its name from SWAV Enterprises Ltd. to GBS
Enterprises Incorporated (the Company), effective September 6, 2010.

On October 14, 2010, the trading symbol of the Companys common
stock on the OTC Bulletin Board was changed from SWAV to GBSX.

List of Lotus Assets Acquired by SWAV Enterprises Ltd.

Asset
    Business
    Percentage TransferredTool Box Assets
    IPRs 
      - Software development tools -
      Social media software Customer base
    100%Bones Assets
    IPRs 
      - Software for HealthCare -
      Medical/HealthCare database Contracts
    100%OUTPUT! Ltd
    Adult Education/Training 
      - Sales -
      Marketing Customer base Contracts
    100%


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

Tool Box Assets

|1. | Carousel                                                             
|-- | ---------------------------------------------------------------------
|   |                                                                      
|   | Visual image rendering plug-in for Notes 8+. Modeled on
      iTunes.
|   |                                                                      
|   | Written in: Eclipse SWT                                              
|   |                                                                      
|   | Component assets: Java animation, dynamic image
      manipulation   

14

---

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

| |  | Lets key individuals, such as C-level
      executives, easily post short, meaningful updates and maintain a
      connection to their employees.        
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                          
| |  | Facilitates connections between employees who
      dont know each other and the adoption of other business social networking
      technologies.       
| |   |                                                                                                                                                          
| |  | Individuals can post ideas and get both
      immediate and compound feedback.                                                                           
| |   |                                                                                                                                                          
| |  | Identify key subject matter experts to build
      powerful teams, committees, or communities of interest.                                               
| |   |                                                                                                                                                          
| |  | Attract and retain talent. The younger
      workforce expects these tools.                                                                              
| |   |                                                                                                                                                          
| |  | Use Squawk in conjunction with live
      presentations to gather instant feedback from participants and provide a
      transcript of the interactions.
| |   |                                                                                                                                                          
| |  | Provides a mechanism for internal marketing or
      R&D and feedback.                                                                                   

15

---

| |  | Allows for employee self-service support.
| | - | -----------------------------------------
| |   |                                          
| |  | Reduces communications costs.            

Key Features:

Squawking: Post a short statement about
what you are doing, a question you have, a topic you want to discuss, or a
response to any of the above.

Profile Integration: Maintain and share
information about yourself that is relevant to the community.

My Replies: Track
  responses to your squawks.

My Flock: Filter squawks to the
individuals that you want to follow.

Polling: Post a question and allow
other users to vote for or against it, then view real-time responses in a live
chart, or track more detailed responses over time.

Knowledge Discovery: Filter or search
squawks for past or current topics and find subject matter experts based on key
words.

Portability: Most Squawk features can
be embedded into other collaborative applications, such as blogs or discussions,
or easily accessed from mobile devices.

Hosted Service: Squawk can be
installed inside your firewall or easily integrated into your organization as a
hosted service.

Bidding: Post an item and allow other
users to respond with a specific format, such as a bid on an item, then report
on progress and a final result, such as a progressive bid, the current leader,
and an eventual winner.

Squawk Live: Integrates with Lotus
Sametime to provide presence awareness, instant messaging, group chat, and
instant meeting capabilities.

Pricing:

Up to 30 users: $999 + $10 for each
additional user. OR $5,000 per server cluster for unlimited users. OR

As little as $1 per user per month
hosted.

|4. | Blueprint                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | Notes client application framework                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | Written in: Lotusscript                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | Component assets: Dynamic interface construction, dynamic
      validation engine, abstract workflow engine, dynamic data modeling engine,
      DXL/CSS compatible design element structure, rules-based view
      constructor                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|5. | Crowded WisdomEngage. Envision.
      Empower.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | Social decision engine/Social link tracker                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | Written in: Xpages                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | Component assets: Stack ranking model, Dual-axis
      evaluation, Branding, Write-Behind Cache, Reputation scoring, Q&A
      rating engine, Link tracking Crowded Wisdom is a social idea
management and business decision support solution. Featuring a sophisticated Web
2.0 interface, Crowded Wisdom allows employees, customers, vendors and partners
to share ideas that can then be quickly and easily evaluated on multiple
criteria by the defined community. Ideas can be contributed by anyone at any
time, and become immediately available for other users to add to their personal
Wishlist.

16

---

But the wisdom of crowds doesn't end
there. Participants can organize their wishlists by ranking and rating ideas
with simple drag & drop gestures. By sorting ideas in order of priority,
users can express not simply that they like an idea, but where they rank it
among other ideas they like. They can also rate ideas independent of their
ranking, creating a deeper understanding of priorities and preferences.

Site administrators can group ideas
together into Scorecards, which are then made available to crowd participants.
Scorecards can be limited to a preset collection of ideas, or be open-ended.
Once participants have submitted their scores, administrators can see rankings
and ratings for all the ideas. Administrators can also assign weighting values
to participants, which will differentiate their scoring, allowing key customers
and users to have a stronger voice.

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

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

Pricing:

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

|6. | TruePresence Unified Communications &
      Collaboration                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | UC2 for Foundations                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | Written in: Java                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | Component assets: Asterisk dial plan assembler, SIP
      presence tracking, Sametime click-to-call plugin, Sametime Bluetooth
      binding plugin Implementing customers: None                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | TruePresence PBX: No need to implement a separate and
      expensive phone system. Just plug in the appliance or install the software
      on your existing server hardware, configure it for your network, and plug
      in the IP phones of your choice (and/or softphones), and you have an
      advanced phone system with all the features you would expect and no
      recurring annual fees.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | IBM Lotus Sametime Real-time Collaboration: The
      TruePresence appliance includes an integrated Sametime server with
      enterprise instant messaging and public chat network interoperability,
      VoIP services, mobile access, video chats, and web conferencing
      capabilities all with the security features required for business use. The
      Sametime Chat client is an extensible application platform that exposes
      all of these services and runs on Windows, Macintosh, and even Linux
      desktops. But many of these features can also be easily accessed from
      everyday applications such as Lotus Notes, Symphony, Quickr, Websphere Portal,
Microsoft Office, Sharepoint, Microsoft Outlook, web browsers, and even mobile
devices. TruePresence for Sametime adds the powerful integration to truly unify
your communications and collaboration solutions. Features such as Phone Status
Awareness (e.g., "on the phone"), Instant Phone Conference Bridge from Sametime,
Instant Web Meetings with Integrated Telephony Services.

17

---

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

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

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

The business value of UCC

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

Pricing:

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

|7. | Envoy                                                                                                                                                                                                                                                                                                                           
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                 
|   | DXL-based version tracking/control/assembler                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                 
|   | Written in: Lotusscript                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                 
|   | Component assets: DXL assembler, version mapper, CSS
      style applier, Domino source searching Provides change tracking, rollback,
      dependency checking, compliance monitoring and automated test builds for
      Notes/Domino applications. Currently in beta as part of our Beyond the
      Cloud  hosting service.

Bones Health Care

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

18

---

OUTPUT! Ltd.

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

Purchase of 50.1% of GROUP Business Software AG

On November 5, 2010, the Company entered into a Share Exchange Agreement (the "Agreement") with major shareholders of GROUP Business Software AG, a Frankfurt-based German software company (“GROUP”), namely: Mr. Joerg Ott (also the
Company’s Chairman and Chief Executive Officer), Lotus Holdings Limited, Mr. Tuomo Tilman, Mr. Jyrki Saliminen, and the European insurance company, LVM (Landwirtschaftlicher Versicherungsverein Muenster AG) (collectively, the
“Stockholders”).

Pursuant to the Agreement, the Company acquired an aggregate of 7,115,500 shares of common stock of GROUP (representing approximately 28.2% of the issued and outstanding shares of GROUP) from the Stockholders in consideration for an aggregate of
3,049,489 shares of common stock of the Company.

On January 6, 2011, the Company entered into a second Share Exchange Agreement (the "Second Agreement") with several GROUP’s stockholders (collectively, the “Stockholders”). Pursuant to the Second Agreement, the Company acquired an
additional aggregate of 5,525,735 shares of common stock of GROUP (representing approximately 21.9% of the issued and outstanding shares of GROUP) from the Stockholders in consideration for an aggregate of 2,361,426  shares of common stock of the
Company. The Company now owns controlling interest of 50.1% of GROUP or an aggregate of 12,641,235 common shares.

GROUP is a Frankfurt listed publicly-traded company (INW) headquartered in Eisenach, Germany whose core business is focused on serving IBM’s Lotus Notes & Domino market where it has become IBM’s worlds’ largest provider of
business application solutions. GROUP has also developed a ‘market changing’ Cloud Automation Platform (GroupLive) that is deployed in IBM’s Data Centers and has also developed certain IBM specific software tools that allow IBM
Lotus Software Group and its partners to rapidly and cost-effectively convert their customers existing Lotus based applications, avoiding any data migration and enable their customers to improve user experience. The use of modern XPages based Lotus
Software applications allows customers to leverage self-service capabilities, benefit from IBM’s latest Lotus release features, and to be automatically ‘cloud’ ready. This Application Transformation technology (GBS EvolutionTM
product suite) dramatically increases IBM’s Lotus Software solutions competitiveness against providers such as Google, Salesforce, and others.

GROUP’s ongoing businesses will serve as the foundation for the Company to achieve its strategic objectives. The Company will leverage its technologies, partnerships and customer base to develop GROUP’s successful business strategy and
operations in North America and Asia and expand its existing European operations. In particular, the Company will concentrate on rapidly evolving GROUP as a major provider of Cloud Automation Platform (CAP) Technology software and IBM Lotus
Notes/Domino Application Transformation Services.

GROUP caters primarily to mid-market and enterprise size organizations having over 3,500 customers in thirty-eight countries spanning four continents, representing more than 5,000,000 active users of its products. GROUP’s customers include
Abbot, Ernst & Young, Deutsche Bank, Bayer, HBSC, Merck and Toyota.  GROUP provides Cloud Computing technology, IBM Lotus Notes/Domino Application Transformation technology, Email Management software, Lotus Software Services, Customer
Relationship Management software and Risk & Compliance Management solutions. Headquartered in Eisenach, Germany the Company has offices throughout Europe and North America.

GROUP’s market changing’ Cloud Automation Platform (Group Live) is deployed in IBM’s Data Centers and it’s specific software tools that allows IBM and the IBM Lotus Notes/Domino partners to automatically convert their
customers Lotus based applications automatically into modern web 2.0 styled, ‘cloud’ ready applications.

GROUP is in the stages of finalizing an OEM contract with IBM’s Global Services Outsourcing Division which is expected, although no assurances can be made, that would result in a positive effect on the Company’s revenues. Beginning in
the first quarter of 2011, GROUP Live will be available for IBM to target a direct customer base of 3,000 European midsized companies. The anticipated roll out is planned to begin in mid-year 2011 in IBM’s Data Centers, which, has an estimated
target market of an additional 10,000 customers.

19

---

Furthermore, GROUP is currently negotiating a Reseller
Agreement with IBMs Lotus Software Division that would make it possible for IBM
to bundle specific technology developed by GROUP and sell them as an integrated
product solution through IBM sales channel. This bundle will allow IBM to
provide its cloud based Lotus email solution customer base (IBM Lotus Live) to
transform and run all their existing Lotus based applications in the cloud. The
Reseller Agreement would provide GROUP with ongoing subscription and service
based revenues.

In addition to the significant growth potential anticipated
through its multiple partnerships with IBM, GROUP also has the potential for
dramatic growth from large strategic partnerships such as with major OEM
players, data centers, ISVs as well as a variety of large enterprise class and
medium sized end users who are interested in having their own private clouds.
GROUP also intends pursue highly attractive opportunities with a wide variety of
other vendors including Computer Associates, Dell, HP, Accenture, and Amazon, as
well as with specialized distributors and system integrators.

Liquidity & Capital Resources

Our financial condition as at December 31, 2010 and March 31,
2010 and the changes between those periods for the respective items are
summarized as follows:

Working Capital

|                             |   | At December 31, 2010 |  |   | At March 31, 2010 |  
|---------------------------- | - | -------------------- |  | - | ----------------- | -
|                             |   |                      |  |   |                   |  
|Current Assets               | $ | 4,077,586            |  | $ | 5,861             |  
|Current Liabilities          |   | 548,150              |  |   | 38,569            |  
|Working Capital (deficiency) | $ | 3,529,436            |  | $ | (32,708           | )

At December 31, 2010, we had $14,586 cash on hand, compared to
$507 at March 31, 2010. The Company has accumulated losses of $443,016 as of  December 31, 2010 and has not generated sufficient cash flow from operations to
fund its activities. Our financial statements have been prepared on the going
concern basis, which presumes that the Company will continue operations for the
foreseeable future and will be able to realize assets and discharge liabilities
in the normal course of business. There can be no assurance that a
self-supporting level of operation will ever be achieved. Management believes
that our Companys cash at December 31, 2010 will not be sufficient to meet our
working capital requirements for the next twelve month period. The continuation
of the Company is dependent on its ability to obtain the necessary capital to
achieve profitability and to meet the requirements, from time to time, of
lenders, if any, who are willing to provide this financing. Management believes
that as a result of the assets purchased to date, it will generate additional
funds and that it will be able to obtain additional capital as required to meet
projected operational requirements.

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

Cash Flows

|                                                                                    |   | Nine Months Ended |  
|----------------------------------------------------------------------------------- | - | ----------------- | -
|                                                                                    |   | December 31,      |  
|                                                                                    |   | 2010              |  
|Cash provided by (used in) operating
      activities from continuing operations    | $ | (225,414          | )
|Cash provided by (used in ) operating activities from
      discontinued operations | $ | --                |  
|Cash provided by (used in) operating
      activities                               | $ | (225,414          | )
|Net cash provided by Investing Activities                                           | $ | (299,900          | )
|Net cash provided by Financing Activities                                           | $ | 539,393           |  
|Foreign exchange translation                                                        | $ | --                |  
|Increase (decrease) in cash and cash
      equivalents during the period            | $ | 14,079            |  
|Cash and cash equivalents, beginning of period                                      | $ | 507               |  
|Cash and cash equivalents, end of period                                            | $ | 14,586            |  

20

---

Results of Operations

Three Months Ended December 31, 2010 Compared to Three
Months Ended December 31, 2009

Revenues

We had no revenues or costs of sales during the three month
periods ended December 31, 2010 and 2009.

Expenses

Our expenses for continuing operations  for the three months
ended December 31, 2010 and 2009 were as follows:

|                          |   | Three Month Period Ended | 
|------------------------- | - | ------------------------ | 
|                          |   | December 31,             | 
|                          |   | 2010                     | 
|Expenses:                 |   |                          | 
|Interest to related party | $ | 2,500                    | 
|Filing Fees               | $ | --                       | 
|Office and sundry         | $ | 414                      | 
|Professional Fees         | $ | 151,500                  | 
|Travel                    | $ | 42,500                   | 
|                          |   |                          | 
|Total                     | $ | 196,914                  | 

We had a loss from continuing operations for the three months
ended December 31, 2010 of $(196,914), compared to $0 for the three months ended
December 31, 2009. We had a loss from discontinued operations for the three
months ended December 31, 2010 of $0 compared to $(919) for the three months
ended December 31, 2009. We had a net loss of $(196,914) for the three months
ended December 31, 2010, compared to a net loss of $(919)  for the three months ended  December 31, 2009.

21

---

Nine Months Ended December 31, 2010 Compared to Nine
Months Ended December 31, 2009

Revenues

During the nine months ended December 31, 2010, we generated $0 in revenue, compared to $1,981 for the nine months ended December 31, 2009. The cost of sales for the nine months ended December 31, 2010 and 2009 were $0. We also generated $0   in consulting revenue and had $0 in selling commissions for the nine months ended December 31, 2010, compared to $9,610 in consulting revenue and $357 in selling commissions for the nine months ended December 31, 2009.

Expenses

Our expenses for continuing operations  for the nine months
ended December 31, 2010 and 2009 were as follows:

|                          |   | Nine Month Period Ended
      December 31, | 
|------------------------- | - | ------------------------------------------ | 
|                          |   | 2010                                       | 
|Expenses:                 |   |                                            | 
|Interest to related party | $ | 2,500                                      | 
|Filing Fees               | $ | --                                         | 
|Office and sundry         | $ | 414                                        | 
|Professional Fees         | $ | 188,150                                    | 
|Travel                    | $ | 42,500                                     | 
|                          |   |                                            | 
|Total                     | $ | 233,564                                    | 

We had a loss from continuing operations for the nine months
ended December 31, 2010 of $(233,564), compared to $(6,270) for the nine months
ended December 31, 2009. We had a loss from discontinued operations for the
ninth months ended December 31, 2010 of $0 compared to $(9,631) for the nine
months ended December 31, 2009. We had a net loss of $(210,428) for the nine
months ended December 31, 2010, compared to a net loss of $(15,901) for the nine
months ended December 31, 2009.

Plan of Operations and Cash Requirements

All project obligations for calendar year 2010 have been
satisfied.

Off-Balance Sheet Arrangements

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

Critical Accounting Policies and Estimates

Use of Estimates

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

Comprehensive Income (Loss)

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

22

---

Net Income per Common Share

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

Financial Instruments

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

Fair Value Measurements

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

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

Impairment of Long-Lived Assets

The Company evaluates the recoverability of its fixed assets and other assets in accordance with FASB Codification topic, 360.10,

Property, Plant and Equipment, Impairment or Disposal of Long-Lived Assets.This guidance requires recognition of impairment of long-lived assets in the event the net book value of such assets exceeds its expected cash flows, it is considered
to be impaired and is written down to fair value, which is determined based on either discounted future cash flows or appraised values. No impairment has been recognized in the accounts.

Revenue Recognition

The Company recognizes revenue in accordance with SEC Staff Accounting Bulletin (SAB) No. 104, Revenue Recognition. Under these guidelines, revenue is recognized when persuasive evidence of an arrangement exists, shipment has occurred or
services rendered, the price is fixed or determinable and payment is reasonably assured. Customers take ownership at point of sale and bear the costs and risks of delivery.

Foreign Currency Translation

As a result of the Asset Purchase Agreement and the shares issued thereon, the functional currency of the Company has changed from Canadian dollars to US dollars. Previous to this event, for financial reporting purposes, the financial statements of
the Company were translated into US dollars. Assets and liabilities were translated at the exchange rates at the balance sheet dates and revenue and expenses were translated at the average exchange rates and stockholders’ equity was translated
at historical exchange rates.  Any translation adjustments resulting are not included in determining net income but are included in foreign exchange adjustment to other comprehensive income, a component of stockholders’ equity.

23

---

Deferred Taxes

Income taxes are provided in accordance with FASB Codification topic 740,Accounting for Income Taxes. A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating
loss-carry forwards.

Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that, some portion or all of the deferred tax asset will not be realized. Deferred tax assets and liabilities are adjusted for
the effect of changes in tax laws and rates on the date of enactment.

Long term investment

The equity investment in related party has been accounted for in accordance with FASB Codification topic 805 Business Combinationsas this is the first step in a step by step acquisition of control.  For acquisition purposes, the Company has
been identified as the acquirer.

Recent Accounting Pronouncements

The Company adopts new pronouncements relating to generally accepted accounting principles applicable to the Company as they are issued, which may be in advance of their effective date. Management does not believe that any recently issued, but not
yet effective accounting standards, if currently adopted, would have a material effect on the accompanying financial statements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

None

Item 4T. Controls and Procedures.

Evaluation of Controls and Procedures.

In accordance with Exchange Act Rules 13a-15 and 15d-15, our management is required to perform an evaluation under the supervision and with the participation of the Company’s management, including the Company’s principal executive
officer and principal financial officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of the end of the period.

Evaluation of Disclosure Controls and Procedures

Based on their evaluation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of December 31, 2010, our Principal Executive Officer and Principal Financial Officer have concluded that our
disclosure controls and procedures were effective .

Changes in Internal Controls.

One April 26, 2010, the Company (then known as SWAV Enterprises Ltd.) sold its operating subsidiary, SWAV Holdings, Inc., and purchased the assets of Lotus Holdings Limited.  From such date until August 2, 2010, Joerg Ott, the Company’s Chief Executive Officer, served in the capacity as the Company’s Principal Executive Officer and Principal Financial and Accounting Officer.  Due to the fact that there was only one person acting in both capacities during that time, the Company disclosed in its Form 10-Q for the quarter ended June 30, 2010 and Form 10-Q for the quarter ended September 30, 2010 that such lack of a segregation of duties was a deficiency in the Company’s disclosure controls and procedures.  Notwithstanding, the Company did not believe that such deficiency constituted a “material weakness” at the time such disclosures were made due to the fact that the Company had no operations other than holding the assets of Lotus Holding Limited and had no cash or sales.  On August 2, 2010, the Company hired Ronald Everett as the Company’s Chief Financial Officer.  Mr. Everett’s responsibilities include supervising internal and external financial reporting of the Company and providing operational support and strategic guidance to the Company on all financial matters, and reporting directly to the CEO on all strategic and tactical matters as they relate to valuation, advisor selection, budget management, cost benefit analysis and forecasting needs.  The Company believes that Mr. Everett has the knowledge, experience and training in the application of U.S. generally accepted accounting principles commensurate with the Company’s financial reporting requirements; and that having two people, instead of one, serve as the Company’s Principal Executive Officer and Principal Financial and Accounting Officer, respectively, remedies any deficiency there might have been in the Company’s disclosure controls and procedures.

Other than the foregoing, no  change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the fiscal quarter ended December 31, 2010 that has materially affected, or is
reasonably likely to materially affect, the Companys internal control over
financial reporting.

24

---

PART IIOTHER INFORMATION

Item 1. Legal Proceedings.

The Company presently is not a party to, nor is management
aware of, any pending, legal proceedings.

Item 1A. Risk Factors.

The disclosure required under this item is not required to be
reported by small reporting companies; as such term is defined by Item 503(e) of
Regulation S-K.

Item 2. Unregistered Sales of Equity Securities and Use of
Proceeds.

On November 5, 2010, the Company entered into a Share Exchange
Agreement (the "Agreement") with major shareholders of GROUP Business Software
AG, a Frankfurt-based German software company (GROUP), namely: Mr. Joerg Ott
(also the Companys Chairman and Chief Executive Officer), Lotus Holdings
Limited, Mr. Tuomo Tilman, Mr. Jyrki Saliminen, and the European insurance
company, LVM (Landwirtschaftlicher Versicherungsverein Muenster AG)
(collectively, the Stockholders).

Pursuant to the Agreement, the Company acquired an aggregate of
7,115,500 shares of common stock of GROUP (representing approximately 28.2% of
the issued and outstanding shares of GROUP) from the Stockholders in
consideration for an aggregate of 3,049,489 shares of common stock of the
Company.

The Company issued the above-referenced 3,049,489 shares of
common stock of the Company pursuant to the exemption from the registration
requirements of the Securities Act of 1933, as amended, afforded the Company
under Section 4(2) of the Securities Act due to the fact that the issuance did
not involve a public offering of securities.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. (Removed and Reserved by the Securities and Exchange
Commission).

Item 5. Other Information.

Subsequent Event

On January 6, 2011, the Company acquired an additional
aggregate of 5,525,735 shares of common stock of GROUP in exchange for 2,361,426
shares of common stock of the Company. The acquisition represents approximately
21.9% of the issued and outstanding shares of GROUP. The effect of this
transaction is that the Company gained a 50.1% controlling interest of GROUP
with an aggregate of 12,641,235 common shares.

The Company issued the above-referenced shares of common stock
of the Company pursuant to the exemption from the registration requirements of
the Securities Act of 1933, as amended, afforded the Company under Section 4(2)
of the Securities Act due to the fact that the issuance did not involve a public
offering of securities.

Item 6. Exhibits.

|No.  | Description                                                                                   
|---- | ----------------------------------------------------------------------------------------------
|     |                                                                                               
|31.1 | Rule 13(a)-14(a)/15(d)-14(a)
      Certification of Principal Executive Officer               
|     |                                                                                               
|31.2 | Rule 13(a)-14(a)/15(d)-14(a)
      Certification of Principal Financial and Accounting Officer
|     |                                                                                               
|32.1 | Section 1350 Certification of
      Principal Executive Officer                               
|     |                                                                                               
|32.2 | Section 1350 Certification of Principal Financial and Accounting Officer                      

25

---

SIGNATURES

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

|                      | GBS ENTERPRISES INCORPORATED                      
|--------------------- | --------------------------------------------------
|                      |                                                   
|Date: March 11,  2011 | By: /s/ Joerg Ott                                 
|                      | Joerg Ott                                         
|                      | President and Chief Executive Officer             
|                      | (Principal Executive Officer)                     
|                      |                                                   
|Date: March 11,  2011 | By: /s/ Ronald Everett                            
|                      | Ronald Everett                                    
|                      | Chief Financial Officer                           
|                      | (Principal Financial and Accounting
      Officer)

---