UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549





FORM 10-Q/A


(Amendment No. 2)





[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
(I.R.S. Employer Identification No.)organization)




302 North Brooke Drive


Canton, GA 30014


(Address of principal executive offices)




(404) 474-7256


Issuer’s telephone number




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


Title of each class
Name of each exchange on which registeredNone
N/A





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





Common Stock, $0.001 par value


(Title of class)





Copies to:


Philip Magri, Esq.


The Sourlis Law Firm


The Courts of Red Bank


130 Maple Avenue, Unit 9B2


Red Bank, New Jersey 07701


Direct Dial: (646) 373-7430


T: (732) 530-9007


F: (732) 530-9008


PhilMagri@SourlisLaw.com


www.SourlisLaw.com








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




Yes [  ] No [X]





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





Yes [  ] No [X]





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





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





Yes [X] No [ ]





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





Yes [  ] No [  ]





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





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





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





Yes [  ] No [X]





APPLICABLE ONLY TO REGISTRANTS INVOLVED IN 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 May 19, 2011, there were 22,544,000 shares of common stock, par value $0.001 per share, of the Registrant issued and outstanding.








TABLE OF CONTENTS


PART I — FINANCIAL INFORMATION
Page No:Item 1.
Financial StatementsBalance SheetStatement of OperationsStatement of Cash FlowsNotes to the Financial StatementsItem 2.
Management’s Discussion and Analysis of Financial Condition and Results of OperationsItem 3.
Quantitative and Qualitative Disclosures About Market Risk.Item 4T.
Controls and ProceduresPART II – OTHER INFORMATION:Item 1.
Legal ProceedingsItem 1A.
Risk FactorsItem 2.
Unregistered Sales of Equity Securities and Use of ProceedsItem 3.
Defaults Upon Senior SecuritiesItem 4.
[Removed and Reserved by the Securities and Exchange Commission]Item 5.
Other InformationItem 6.
ExhibitsSignatures











PART I — FINANCIAL INFORMATION





Item 1.  Financial Statements





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

2010


March 31,

2010ASSETSCurrentCash and cash equivalents

$
14,586


$
507Accounts receivable


-



744Inventory


2



4,61014,588



5,861Equity investment in related party - Note 3


3,898,000



-Intangible assets - contracts, licenses and softwareOutput! Ltd.


14,998



-Bones HealthCare


35,000



-Tool Box


115,000



-164,998



-Total Assets

$
4,077,586


$
5,861LIABILITIESCurrentAccounts payable and accrued liabilities

$
8,150


$
9,755Due to related parties – Note 4


540,000



28,814Total Liabilities


548,150



38,569STOCKHOLDERS' EQUITYCapital Stock - Note 5Authorized:25,000,000 common stock with a par value of $0.001Issued and outstanding14,499,910 common stock


14,500



12,235(12,234,670 common stock at March 31, 2010)Additional paid in capital


3,916,530



155,795Donated capital


41,422



41,422Accumulated 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


$
5,861Going Concern - Note 2


















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





Development stage from April 27, 2010 to Dec 31, 2010For the three months

ended December 31,


For the nine months

ended December 31,2010


2009


2010


2009ExpensesInterest to related party

$
2,500


$
-


$
2,500


$
-


$
2,500Filing fees


-



-



-



1,620



-Office and sundry


414



-



414



-



414Professional fees


151,500



-



188,150



4,650



188,150Travel


42,500



-



42,500



-



42,500196,914



-



233,564



6,270



233,564Operating loss from continuing operations


(196,914
)


-



(233,564
)


(6,270
)


(233,564
)Other IncomeLoss on sale of SWAV Holdings Inc.


-



-



(9,472
)


-



-Debt foregiveness


-



-



32,608



-



--



-



23,136



-



-Loss from continuing operations


(196,914
)


-



(210,428
)


(6,270
)


(233,564
)Loss from discontinued operationsNote - 6


-



(919
)


-



(9,631
)


-Net loss for the period


(196,914
)


(919
)


(210,428
)


(15,901
)


(233,564
)Other comprehensive income (expense)Foreign currency adjustment


-



(736
)


9,572



(3,926
)


-Comprehensive loss for the period

$
(196,914
)

$
(1,655
)

$
(200,856
)

$
(19,827
)

$
(233,564
)Basic and diluted income (loss) per share

$
(0.014
)

$
-


$
(0.015
)

$
(0.001
)Weighted average number of shares outstanding


14,499,910



12,234,670



14,190,451



12,234,670








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, 2010Common Stock


Additional Paid in Capital


Acummulated Other Comprenhsive Income (Loss)


Donated Capital


Accumulated Deficit


Deficit Accumulated during the development stage


TotalShares


AmountMay 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



-



-



-



-



75,462Net Loss for the year ended March 31, 2007


-



-



-



-



8,768



(25,437
)


-



(16,669
)Other comprehensive loss for the year ended March 31, 2007


-



-



-



2,746



-



-



-



2,746Balance, March 31, 2007


8,900,000



8,900



66,333



(12,242
)


36,010



(97,680
)


-



1,321Issuance of shares for cash,May 4, 2008


2,500,000



2,500



65,257



-



-



-



-



67,757Net Loss for the year ended March 31, 2008


-



-



-



-



-



(97,667
)


-



(97,667
)Other comprehensive loss for the year ended March 31, 2008


-



-



-



6,274



-



-



-



6,274Balance, March 31, 2008


11,400,000



11,400



131,590



(5,968
)


36,010



(195,347
)


-



(22,315
)Continued
 
 
 
 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, 2010Common Stock


Additional Paid in Capital


Acummulated Other Comprenhsive Income (Loss)


Donated Capital


Accumulated Deficit


Deficit Accumulated during the development stage


TotalShares


AmountContinuedBalance, 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



-



-



-







25,040Net 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



-



-



-



698Balance, 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







32,708Issuance of shares for assets, April 26, 2010


2,265,240



2,265



162,735



-



-



-







165,000Purchase 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



















3,898,000Net 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











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

ended December 31,


Development stage from April 27, 2010 to Dec 31,2010


2009


2010Operating activitiesNet loss for period from continuing operations

$
(210,428
)

$
(6,270
)

$
(233,564
)Non – cash itemsLoss on sale  of subsidiary


9,472



-



-Debt forgiveness


(32,608
)


-



-Changes in non-cash working capital balancesAccounts payable and accrued liabilities


8,150



7,983



8,150Cash provided by (used in) operating activities from continuing operations


(225,414
)


1,713



(225,414
)Cash provided by (used in) operating activities from discontinued operations


-



(24,466
)


-Cash provided by (used in) operating activities


(225,414
)


(22,753
)


(225,414
)Investing ActivitiesPurchase of common stock from shareholder


(300,000
)


-



(300,000
)Proceeds from sale of subsidiary


100



-



-Net cash provided by investing activities


(299,900
)


-



(300,000
)Financing ActivitiesIncrease (decrease) in related party liability


539,393



22,971



540,000Decrease (increase) in related party receivable


-



2,959



-Net cash proved by Financing Activities


539,393



25,930



540,000Foreign exchange translation


-



(3,926
)


-Increase (decrease) in cash and cash equivalents during the period


14,079



(749
)


14,586Cash and cash equivalents, beginning of the period


507



944



-Cash and cash equivalents, end of the period

$
14,586


$
195


$
14,586Supplemented disclosure of cash flow information:Non-cash Financing ActivitiesIssue of 3,043,985 shares for equity investment in related party

$
3,898,000


$
-


$
3,898,000Issue of 2,265,240 common shares for assets

$
165,000


$
-


$
165,000Cash paid for:Interest

$
2,500


$
-


$
2,500Income taxes

$
-


$
-


$
-





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 March31, 2011.
 
 Basis of Presentation
 
 The Company’s financial statements included herein are prepared under the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America
 
 Going concern
 
 These financial statements have been prepared on the going concern basis, which presumes that the Company will continue operations for the foreseeable future and will be able to realize assets and discharge liabilities in the normal course of business. The Company has accumulated losses of $443,016 as at December 31, 2010 and has not generated sufficient cash flow from operations to fund its activities. There can be no assurance that a self-supporting level of operation will ever be achieved.  Further, it requires additional capital in order to continue.  The continuation of the Company is dependent on its ability to obtain the necessary capital to achieve profitability and to meet the requirements, from time to time, of lenders, if any, who are willing to provide this financing.  Management believes that as a result of the asset purchased, it will generate additional funds and that it will be able to obtain additional capital as required to meet projected operational requirements.
 
 These financial statements do not reflect the adjustments or reclassifications to the assets and liabilities which would be necessary if the Company was unable to continue its operations.
 
 Use of Estimates
 
 The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of financial statements and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates.  The financial statements above reflect all of the costs of doing business.
 
 Comprehensive Income (Loss)
 
 The Company adopted FASB Codification topic 220, Reporting Comprehensive Income, which establishes standards for the reporting and display of comprehensive income and its components in the financial statements.  Comprehensive income consists of net income and other gains and losses affecting stockholder's equity that are excluded from net income, such as unrealized gains and losses on investments available for sale, foreign currency translation gains and losses and minimum pension liability.  Since inception, the Company’s other comprehensive income represents foreign currency translation adjustments
 
  
  NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued
 
 Cash and Cash Equivalents
 
 For purposes of the Statement of Cash Flows, management considers liquid investments with an original maturity of three months or less to be cash equivalents.  As of December 31, 2010, the Company did not have any cash equivalents ($nil – 2009).
 
 Net Income per Common Share
 
 FASB Codification topic 260,Earnings per share,requires dual presentation of basic and diluted earnings per share (EPS) with a reconciliation of the numerator and denominator of the EPS computations.  Basic earnings per share amounts are based on the weighted average shares of common stock outstanding.  If applicable, diluted earnings per share would assume the conversion, exercise or issuance of all potential common stock instruments such as options, warrants and convertible securities, unless the effect is to reduce a loss or increase earnings per share.  Diluted net income (loss) per share on the potential exercise of the equity-based financial instruments is not presented where anti-dilutive.  There were no adjustments required to net income for the period presented in the computation of diluted earnings per share.
 
 Fair Value Measurements
 
 The Company follows FASB Codification topic 820, Fair Value Measurements and Disclosures,for all financial instruments and non-financial instruments accounted for at fair value on a recurring basis. This new accounting standard establishes a single definition of fair value and a framework for measuring fair value, sets out a fair value hierarchy to be used to classify the source of information used in fair value measurement and expands disclosures about fair value measurements required under other accounting pronouncements. It does not change existing guidance as to whether or not an instrument is carried at fair value. The Company defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities, which are required to be recorded at fair value, the Company considers the principal or most advantageous market in which the Company would transact and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as inherent risk, transfer restrictions and credit risk.
 
 The Company has adopted FASB Codification topic 825, Financial Instruments,which allows companies to choose to measure eligible financial instruments and certain other items at fair value that are not required to be measured at fair value.The Company has not elected the fair value option for any eligible financial instruments.
 
 Financial Instruments
 
 The fair value of accounts payable and accrued liabilities and due to related parties were estimated to approximate their carrying values based on the short-term maturity of these instruments. Unless otherwise noted, it is management’s opinion that the Company is not exposed to significant interest or credit risks arising from these financial instruments.
 
 Equity investment in related parties has been recorded at fair value as at the acquisition date of November 5, 2010.  The determination of fair value is described in Note 3 – Equity Investment in Related Party.  The measurement resulted in a value using level 1 inputs, the highest priority indication of fair value according to the fair value measurement hierarch described above.
 
 Revenue Recognition
 
 The Company recognizes revenue in accordance with SEC Staff Accounting Bulletin (SAB) No. 104, Revenue Recognition. Under these guidelines, revenue is recognized when persuasive evidence of an arrangement exists, shipment has occurred or services rendered, the price is fixed or determinable and payment is reasonably assured. Customers take ownership at point of sale and bear the costs and risks of delivery.
 
  
  NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued
 
 Impairment of Long-Lived Assets
 
 The Company evaluates the recoverability of its fixed assets and other assets in accordance with FASB Codification topic, 360.10, Property, Plant and Equipment, Impairment or Disposal of Long-Lived Assets.This guidance requires recognition of impairment of long-lived assets in the event the net book value of such assets exceeds its expected cash flows, it is considered to be impaired and is written down to fair value, which is determined based on either discounted future cash flows or appraised values.  No impairment has been recognized in the accounts.
 
 Intangible Assets and Amortization
 
 The Company has capitalized intangible assets in accordance with accounting policies described in Note 1.  The Company follows FASB Codification topic 985.20, software, costs of software to be sold, leased or marketed,on the basis that the assets have finite lives and will be amortized, once the assets are ready for general release.  As this has not yet eventuated, no amortization has been recorded in the accounts.
 
 Foreign Currency Translation
 
 As a result of the Asset Purchase Agreement and the shares issued thereon, the functional currency of the Company has changed from Canadian dollars to US dollars  Previous to this event, for financial reporting purposes, the financial statements of the Company were translated into US dollars.  Assets and liabilities were translated at the exchange rates at the balance sheet dates and revenue and expenses were translated at the average exchange rates and stockholders’ equity was translated at historical exchange rates.  Any translation adjustments resulting are not included in determining net income but are included in foreign exchange adjustment to other comprehensive income, a component of stockholders’ equity.
 
 Deferred Taxes
 
 Income taxes are provided in accordance with FASB Codification topic 740,Accounting for Income Taxes.A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss-carry forwards.
 
 Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that, some portion or all of the deferred tax asset will not be realized. Deferred tax assets and liabilities are adjusted for the effect of changes in tax laws and rates on the date of enactment.
 
 Long term investment
 
 The equity investment in related party has been accounted for in accordance with FASB Codification topic 805 Business Combinationsas this is the first step in a step by step acquisition of control.  For acquisition purposes, the Company has been identified as the acquirer.
 
 Recent Accounting Pronouncements
 
 The Company adopts new pronouncements relating to generally accepted accounting principles applicable to the Company as they are issued, which may be in advance of their effective date.  Management does not believe that any recently issued, but not yet effective accounting standards, if currently adopted, would have a material effect on the accompanying financial statements.
 
  
  NOTE 3 – EQUITY INVESTMENT IN RELATED PARTY
  On November 5, 2010, the Company entered in to an agreement to acquire approximately 28.2% of the outstanding common shares of GROUP Business Software AG, (“GROUP”) a German company, trading on the Frankfurt Stock Exchange under the symbol INW.  The acquisition was a two step transaction, culminating in a share exchange.  The Company purchased 3,043,985 of its own shares for $300,000 and then exchanged those shares for 7,115,500 shares of common stock of GROUP.  Their fair value was calculated at $.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.  The agreement was effective December 30, 2010.
 
 During the year ended December 31, 2010, GROUP had the following unaudited results, translated from € to US $ at the rate of €1 = US$1.3163:  Sales - $27,235,472; gross profit - $13,392,752; Net loss and net loss from continuing operations – ($3,284,699).  None of this loss is attributable to the Company.
 
 
 NOTE 4 – RELATED PARTY TRANSACTIONS AND BALANCES
 
 December 31


March 312010


2010Due to a director and shareholder, unsecured demandnote 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, payableon 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


2009Income received from related partiesGain on sale of subsidiary

$
100


$
-Forgiveness of debt

$
32,608


$
-Interest payable to related party

$
2,500


$
-Services donated by related parties (shown as donated capital)Administration fees

$
-


$
709
 
 The transactions between the Company and the parties were consummated at the price agreed upon between the parties which are not necessarily fair value.
 
 
  
  NOTE 5 - CAPITAL STOCK
 
 On March 20, 2007 the Company issued 8,900,000 shares in aggregate for $75,462 of debt.
 
 On May 4, 2007, the Company completed a private placement, issuing 2,500,000 shares for $67,757 in cash.
 
 On June 30, 2008, the Company completed a private placement, issuing 834,670 shares for $25,040 in cash.
 
 On April 26, 2010, the Company issued 2,265,240 shares in aggregate for inventory, licenses, customer lists and computer software valued at $165,000.
 
 On November 5, 2010, the Company purchased 3,043,985 from an existing shareholder for $300,000.  Thereupon it exchanged those shares for 7,115,500 common shares of GROUP Business Software AG, a German Company, the fair value of which was determined to be $3,898,000.
 
 As at December 31, 2010, there were no shares subject to options, warrants or other agreements.
 
 
 NOTE 6 – DISCONTINUED OPERATIONS
 
 On April 26, 2010, the Company sold its operating subsidiary, SWAV Holdings Inc. for $100.    The Company has neither continuing liabilities nor potential contingent liabilities as a result of the sale. Discontinued operations and their results of operations, financial position and cash flows are shown separately for all periods presented. Prior to the sale, SWAV Holdings Inc. had ceased operations and at the time of sale, had neither assets nor liabilities.
 
 SWAV Holdings Inc. was the operating entity that imported and sold goods and provided management services.  Its operations included all revenues, and most expenses of the consolidated entity.  The only expenses attributable to the continuing operation were expenses such as professional fees and filing fees, which SWAV Enterprises Ltd. incurred in order to maintain its public company status.
 
 Summarized financial information for discontinued operations is set forth below:
 
 Summarized Balance Sheet:
 
 December 31,

2010

March 31,

2010Current assets

$
-


$         5,354Current Liabilities
$
-


$         5,314
 
 
  
  NOTE 6 – DISCONTINUED OPERATIONS - continued
 
 Summarized 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%





Purchase of 50.1% of GROUP Business Software AG




On November 5, 2010, the Company entered into share purchase agreements with six stockholders of GROUP Business Software AG, a Frankfurt-based German software company (“GROUP”). Pursuant to the agreements, 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 round of stock purchase agreements with a three additional stockholders of GROUP. Pursuant to these agreements, the Company acquired an additional 5,525,735 shares of common stock of GROUP (representing approximately 21.9% of the issued and outstanding shares of GROUP) from these stockholders in consideration for an aggregate of 2,361,426 shares of common stock of the Company. For both the November 2010 and January 2011 transactions, the Company purchased an aggregate of 12,641,235 shares of common stock of GROUP from a total of nine GROUP stockholders in consideration for a total of 5,405,411 shares of common stock of the Company, resulting in the Company owning a controlling equity interest of approximately 50.1% in GROUP.










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





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





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





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





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





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, 2010Current Assets

$
4,077,586


$
5,861Current Liabilities


548,150



38,569Working Capital (deficiency)

$
3,529,436


$
(32,708
)








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





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





Cash Flows


Nine Months Ended

December 31,2010


2009Cash provided by (used in) operating activities from continuing operations

$
(225,414
)

$
1,713Cash provided by (used in ) operating activities from discontinued operations

$
--


$
(24,466
)Cash provided by (used in) operating activities

$
(225,414
)

$
(22,753
)Net cash provided by Investing Activities

$
(299,900
)

$
--Net cash provided by Financing Activities

$
539,393


$
25,930Foreign exchange translation

$
--


$
(3,926
)Increase (decrease) in cash and cash equivalents during the period

$
14,079


$
(749
)Cash and cash equivalents, beginning of period

$
507


$
944Cash and cash equivalents, end of period

$
14,586


$
195





Results of Operations





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





Revenues





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





Expenses





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


Three Month Period Ended

December 31,2010


2009Expenses:Interest to related party

$
2,500


$
--Filing Fees

$
--


$
--Office and sundry

$
414


$
--Professional Fees

$
151,500


$
--Travel

$
42,500


$
--Total

$
196,914


$
0







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





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





Revenues





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




Expenses





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





Nine Month Period Ended

December 31,2010


2009Expenses:Interest to related party

$
2,500


$
--Filing Fees

$
--


$
1,620Office and sundry

$
414


$
--Professional Fees

$
188,150


$
4,650Travel

$
42,500


$
--Total

$
233,564


$
6,270





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





Plan of Operations and Cash Requirements





All project obligations for calendar year 2010 have been satisfied.





Off-Balance Sheet Arrangements





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





Critical Accounting Policies and Estimates





Use of Estimates





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





Comprehensive Income (Loss)





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





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.





Changes in Internal Controls.





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







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





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 stock purchase agreements with six stockholders of GROUP Business Software AG, a Frankfurt-based German software company (“GROUP”). Pursuant to the agreements, 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 3,043,985 shares of common stock of the Company.




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 Regulation S due to the fact that none of the GROUP stockholders were U.S. residents.




Item 3. Defaults Upon Senior Securities.





None.





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




Item 5. Other Information.





Subsequent Event





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





The Company issued the above-referenced shares of common stock of the Company pursuant to the exemption from the registration requirements of the Securities Act of 1933, as amended, afforded the Company under Regulations S due to the fact that none of the GROUP stockholders were US residents.







Item 6. Exhibits.




No.
Description10.1
Stock Purchase Agreement between GBS Enterprises Incorporated and LVM Landwirtschaftlicher Versicherungsverein AG (Closing Date: November 5, 2010)10.2
Stock Purchase Agreement between GBS Enterprises Incorporated and MPire Capital City (Closing Date: November 5, 2010)10.3
Stock Purchase Agreement between GBS Enterprises Incorporated and Stone Mountain Ltd. (Closing Date: November 5, 2010)10.4
Stock Purchase Agreement between GBS Enterprises Incorporated and Tuomo Tilman (Closing Date: November 5, 2010)10.5
Stock Purchase Agreement between GBS Enterprises Incorporated and vbv Vitamin B Venture GmbH (Closing Date: November 5, 2010)10.6
Stock Purchase Agreement between GBS Enterprises and Jyrki Salminen (Closing Date: November 5, 2010)10.7
Stock Purchase Agreement between GBS Enterprises Incorporated and Delta Consult LP  (Closing Date: January 6, 2010)10.8
Stock Purchase Agreement between GBS Enterprises Incorporated and GAVF LLC (Closing Date: January 6, 2011)10.9
Stock Purchase Agreement between GBS Enterprises Incorporated and K Group (Closing Date: January 6, 2011)31.1
Rule 13(a)-14(a)/15(d)-14(a) Certification of Principal Executive Officer31.2
Rule 13(a)-14(a)/15(d)-14(a) Certification of Principal Financial and Accounting Officer32.1
Section 1350 Certification of Principal Executive Officer32.2
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: May 20, 2011
By: /s/ Joerg OttJoerg OttPresident and Chief Executive Officer(Principal Executive Officer)





Date: May 20, 2011
By: /s/ Ronald EverettRonald EverettChief Financial Officer(Principal Financial and Accounting Officer)