---

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C.
20549

FORM 10-Q

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

For the quarterly period ended: December 31, 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: The Sourlis Law
Firm Virginia K. Sourlis, Esq.214 Broad Street Red Bank, New Jersey
07701 T: (732) 530-9007 F: (732) 530-9008
www.SourlisLaw.com

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Indicate by check mark if the registrant is a well-known
seasoned issuer, as defined in Rule 405 of the Securities Act.Yes [ ] No
[X]

Indicate by check mark if the registrant is not required to file
reports pursuant to Section 13 or Section 15(d) of the Act.Yes [ ] No
[X]

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

Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.Yes [X] No [ ]

Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation
S-T (§ 229.405 of this chapter) during the preceding 12 months (or for such
shorter period that the registrant was required to submit and post such
files).Yes [ ] No [ ]

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

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

Indicate by checkmark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Act).Yes [ ] No [X]

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

Indicate by check mark whether the registrant has filed all
documents and reports required to be filed by Section 12, 13 or 15(d) of the
Securities Exchange Act of 1934 subsequent to the distribution of securities
under a plan confirmed by a court.Yes [ ] No [ ]

APPLICABLE ONLY TO CORPORATE REGISTRANTS

Indicate the number of shares outstanding of each of the
registrants classes of common stock, as of the latest practicable date. As of
February 22, 2011, there were 16,407,915 shares of common stock, par value
$0.001 per share, of the Registrant issued and outstanding.

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TABLE OF CONTENTS

|PART I  FINANCIAL INFORMATION
|------------------------------
|Item 1.                       
|                              
|                              
|                              
|                              
|Item 2.                       
|Item
      3.                 
|Item 4T.                      
|                              
|PART II  OTHER INFORMATION:  
|Item
      1.                 
|Item 1A.                      
|Item
      2.                 
|Item 3.                       
|Item
      4.                 
|Item 5.                       
|Item
      6.                 
|Signatures                    

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PART I  FINANCIAL INFORMATION

Item 1.

See Accompanying Notes

---

|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          
      (12,234,670 common stock at March 31, 2010) |   | 14,500       |   |   | 12,235    |  
|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

---

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

|                                                |   |                      |   |   |                     |   |   |                |   |   |            |   |   | Development |  
|----------------------------------------------- | - | -------------------- | - | - | ------------------- | - | - | -------------- | - | - | ---------- | - | - | ----------- | -
|                                                |   |                      |   |   |                     |   |   |                |   |   |            |   |   | stage from  |  
|                                                |   | For the three months |   |   | For the nine months |   |   | April 27, 2010 |  
|                                                |   | ended December 31,   |   |   | ended December 31,  |   |   | to Dec 31,     |  
|                                                |   | 2010                 |   |   | 2009                |   |   | 2010           |   |   | 2009       |   |   | 2010        |  
|                                                |   |                      |   |   |                     |   |   |                |   |   |            |   |   |             |  
|Expenses                                        |   |                      |   |   |                     |   |   |                |   |   |            |   |   |             |  
|Interest to related party                       | $ | 2,500                |   | $ | -                   |   | $ | 2,500          |   | $ | -          |   | $ | 2,500       |  
|Filing fees                                     |   | -                    |   |   | -                   |   |   | -              |   |   | 1,620      |   |   | -           |  
|Office and sundry                               |   | 414                  |   |   | -                   |   |   | 414            |   |   | -          |   |   | 414         |  
|Professional fees                               |   | 151,500              |   |   | -                   |   |   | 188,150        |   |   | 4,650      |   |   | 188,150     |  
|Travel                                          |   | 42,500               |   |   | -                   |   |   | 42,500         |   |   | -          |   |   | 42,500      |  
|                                                |   | 196,914              |   |   | -                   |   |   | 233,564        |   |   | 6,270      |   |   | 233,564     |  
|Operating loss from
      continuing operations |   | (196,914             | ) |   | -                   |   |   | (233,564       | ) |   | (6,270     | ) |   | (233,564    | )
|Other Income                                    |   |                      |   |   |                     |   |   |                |   |   |            |   |   |             |  
|Loss 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
      operations         |   |                      |   |   |                     |   |   |                |   |   |            |   |   |             |  
|Note - 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

---

|GBS Enterprises Incorporated                                            
|------------------------------------------------------------------------
|(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
      Other comprehensive loss for the |  | -            |  |   | -       |  |   | -            |   |   | -             |   |   | 8,768       |  |   | (25,437     | ) |   | -           |  |   | (16,669 | )
|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 | )
|Continued                                                                         |  |              |  |   |         |  |   |              |   |   |               |   |   |             |  |   |             |   |   |             |  |   |         |  

See Accompanying Notes

---

|GBS Enterprises Incorporated                                            
|------------------------------------------------------------------------
|(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

---

|GBS Enterprises Incorporated                                            
|------------------------------------------------------------------------
|(Formerly SWAV Enterprises Ltd.)                                        
|(A Development Stage Company)                                           
|STATEMENTS OF CASH FLOWS                                                
|For the the three and nine months ended December 31, 2010
      and 2009
|and 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               |   |   | -              |   |   |             |  
|Changes in non-cash working
      capital balances                                 |   |                     |   |   |                |   |   |             |  
|Accounts receivable                                                                |   | 744                 |   |   | -              |   |   |             |  
|Inventory                                                                          |   | 4,610               |   |   | -              |   |   |             |  
|Accounts payable and accrued liabilities                                           |   | (1,645              | ) |   | (5,875         | ) |   | 8,150       |  
|Cash provided by (used in) operating
      activities from continuing operations   |   | (197,247            | ) |   | (12,145        | ) |   | (225,414    | )
|Cash provided by (used in)
      operating activities from discontinued operations |   | 40                  |   |   | (11,469        | ) |   | -           |  
|Cash provided by (used in) operating
      activities                              |   | (197,207            | ) |   | (23,614        | ) |   | (225,414    | )
|                                                                                   |   |                     |   |   |                |   |   |             |  
|Investing Activities                                                               |   |                     |   |   |                |   |   |             |  
|Purchase of
      stock from existing 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                               |   | 511,186             |   |   | 22,377         |   |   | 540,000     |  
|Decrease (increase) in related
      party receivable                              |   | -                   |   |   | 2,959          |   |   | -           |  
|Net cash proved by Financing
      Activities                                      |   | 511,186             |   |   | 25,336         |   |   | 540,000     |  
|                                                                                   |   |                     |   |   |                |   |   |             |  
|Foreign exchange translation                                                       |   | -                   |   |   | (3,926         | ) |   | -           |  
|                                                                                   |   |                     |   |   |                |   |   |             |  
|Increase (decrease) in cash
      and cash equivalents during the period           |   | 14,079              |   |   | (2,204         | ) |   | 14,586      |  
|Cash and cash equivalents, beginning of the
      period                           |   | 507                 |   |   | 944            |   |   | -           |  
|Cash and cash equivalents,
      end of the period                                 | $ | 14,586              |   | $ | (1,260         | ) | $ | 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

---

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.

---

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 March 31, 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

---

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.

---

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -
continued

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.

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.

---

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -
continued

Recent Accounting Pronouncements

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

NOTE 3  EQUITY INVESTMENT IN RELATED PARTY

On November 5, 2010, the Company acquired 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 $.0579 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.

NOTE 4  RELATED PARTY TRANSACTIONS AND
BALANCES

December 31
    
    
    March 312010
    
    
    2010Due to a director and shareholder,
      unsecured demand
      
                     
      note payable, bearing interest at 5%, due Mar 1, 2011
    
    $ 135,000Due to Lotus Holdings Ltd., a sharehoder, 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
    
    105,000Due 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.

---

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. Summarized financial information
for discontinued operations is set forth below:

Summarized Balance Sheet:December 31,
    
    
    March 31,2010
    
    
    2010Current assets
    $
    -
    
    $
    5,354Current Liabilities
    $
    -
    
    $
    5,314Summarized Income Statement


three months
    
    
    nine
      monthsperiod ended December 31, 2009Sales
    $
    -
    
    $
    1,981Cost of sales
    
    -
    
    
    -Gross profit
    
    -
    
    
    1,981Consulting revenue
    
    -
    
    
    9,610Income before selling and operating
      expenses
    
    -
    
    
    11,591Selling expenses - sales commission
    
    -
    
    
    357Income before operating expenses
    
    -
    
    
    11,234Operating expenses
    
    919
    
    
    20,865Net 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 1,908,005
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.

---

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 Implementing customers: None

---

|2. | Alpheus
|-- | -------

Mail file analyzer/replication
manager

Written in: Lotusscript

Component assets: Cross-replica
analyzer, Mail file contents analyzer 
Implementing customers: PGA Tour, Bay Area
Hospital

|3. | Squawk Lightweight Social Networking
    Solution
|-- | --------------------------------------------------

Domino micro-blogging system

Written in: Java/Xpages

Component assets: Wingman concept,
dynamic charting, digest-based data model, branding, forced UNIDs

Implementing customers: None

Squawk is the revolutionary
lightweight social networking solution. Like Twitter for the enterprise, it is
a simple, yet incredibly powerful collaboration solution. Based on Lotus Domino
Xpages technology, it is easy to deploy, highly scalable, and integrated with
the rest of the Lotus portfolio, including Domino, Quickr, Connections,
Sametime, and Websphere Portal.

Often referred to as micro-blogging,
the purpose of Squawk is to share knowledge and collaborate in a community with
similar interests in near real-time. Squawk has the brevity and immediacy of
instant messaging with the value of continuity and open collaboration.

Squawk can be installed in your
environment in just seconds, or it is available as a web service that can be
integrated with and even embedded into your existing applications. Since it is
based on Lotus Domino, the application can be replicated to multiple servers and
synchronized or even clustered for distributed processing and high availability
supporting tens of thousands of users.

The business value of Squawk:

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

---

| |  | Reduces communications costs.
| | - | -----------------------------

Key Features:

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

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

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.

---

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

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

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

The business value of UCC

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

Pricing:

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

|7. | Envoy
|-- | -----

DXL-based version
tracking/control/assembler

Written in: Lotusscript

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

Bones Health Care

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

---

OUTPUT! Ltd.

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

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 1,908,005
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 Evolution 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.

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 at
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              |  
|Net cash provided by (used in) operating
      activities                | $ | (197,207          | )
|Net cash proved by Financing Activities                                  | $ | 511,186           |  
|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            |  

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 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
December 31, 2009.

---

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 expenses for the nine months ended December 31,
2009.

Expenses

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

|                          |   |         |  |   | Nine Month Period Ended | 
|------------------------- | - | ------- |  | - | ----------------------- | 
|                          |   |         |  |   | December 31,            | 
|                          |   | 2010    |  |   | 2009                    | 
|Expenses:                 |   |         |  |   |                         | 
|Interest to related party | $ | 2,500   |  | $ | --                      | 
|Filing Fees               | $ | --      |  | $ | 1,620                   | 
|Office and sundry         | $ | 414     |  | $ | 12,968                  | 
|Professional Fees         | $ | 188,150 |  | $ | 4,650                   | 
|Travel                    | $ | 42,500  |  | $ | 7,897                   | 
|                          |   |         |  |   |                         | 
|Total                     | $ | 233,564 |  | $ | 27,135                  | 

We had a loss from continuing operations for the nine months
ended December 31, 2010 of $(210,428), 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 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.

---

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.

---

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 to ensure that the information required to be disclosed by us in this
Report was (i) recorded, processed, summarized and reported within the time
periods specified in the SECs rules and instructions for Form 10-Q.

Changes in Internal Controls.

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

---

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

As previously reported by the Company on a Form 8-K filed on
January 6, 2011 with the SEC, on January 6, 2011, the Company acquired an
additional aggregate of 5,525,735 shares of common stock of GROUP in exchange
for 1,908,005 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                

---

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: February 22, 2011 | By: /s/ Joerg Ott                                 
|                        | Joerg Ott                                         
|                        | President and Chief Executive Officer             
|                        | (Principal Executive Officer)                     
|                        |                                                   
|Date: February 22, 2011 | By: /s/ Ronald Everett                            
|                        | Ronald Everett                                    
|                        | Chief Financial Officer                           
|                        | (Principal Financial and Accounting
      Officer)

---