UNITED STATES
OMB APPROVAL
  SECURITIES AND EXCHANGE COMMISSION
OMB Number:     3235-0058
  Washington, D.C. 20549
Expires:          April 30, 2012
   
Estimated average burden
  FORM 12b-25
hours per response..........2.50
     
  NOTIFICATION OF LATE FILING
SEC FILE NUMBER
   
001           34715
     
   
CUSIP NUMBER
(Check One) ¨ Form 10-K  ¨ Form 20-F  ¨ Form 11-K  x Form 10-Q  ¨ Form N-SAR  ¨  Form N-CSR
029              673             100
 
For Period Ended: March 31, 2011                                                                            
 
¨  Transition Report on Form 10-K
¨  Transition Report on Form 20-F
¨  Transition Report on Form 11-K
¨  Transition Report on Form 10-Q
¨  Transition Report on Form N-SAR
 
For the Transition Period Ended: _______________________________________
 
Read attached instruction sheet before preparing form.  Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:
 
 
PART I - REGISTRANT INFORMATION 
 
 
Full Name of Registrant
 
American Smooth Wave Ventures, Inc.
Former Name if Applicable
 
 
Address of Principal Executive Office (Street and Number)
 
Jiangtou Industrial Zone, Chendai Town,
 
City, State and Zip Code
 
Jinjiang City, Fujian Province, People’s Republic of China 362211
 
 
PART II
RULES 12b-25(b) AND (c)
 
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed.  (Check box if appropriate)
 
 
 

 
 
x
(a)  The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
(b)  The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, 11-K, Form N-SAR or From N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report of transition report on Form 10-Q, or portion thereof will be filed on or before the fifth calendar day following the prescribed due date; and
(c)   The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.
 
PART III
NARRATIVE
 
State below in reasonable detail the reasons why  Forms 10-K, 20-F, 11-K, 10-Q, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

The report of American Smooth Wave Ventures, Inc. (the “Company”) on Form 10-Q could not be filed within the prescribed time period  due to the fact that the Company was unable to finalize its unaudited financial results as well as the disclosure requirements of Form 10-Q without unreasonable expense or effort. As a result, the Company could not solicit and obtain the necessary review of the Form 10-Q and signatures thereto in a timely fashion prior to the due date of the report.
 
PART IV
OTHER INFORMATION
 
(1)
Name and telephone number of person to contact in regard to this notification
   
 
Mitchell S. Nussbaum, Esq.
 
212
 
407-4159
 
(Name)
 
(Area Code)
 
(Telephone Number)
 
(2)
Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months (or for such shorter) period that the registrant was required to file such reports) been filed?  If answer is no, identify report(s).
x Yes   ¨ No
     
     
(3)
Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?
x Yes   ¨ No
     
 
If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.
 
     

American Smooth Wave Ventures, Inc.
(Name of Registrant as Specified in Charter)
 
Has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
  
Date : May 12, 2011
By: /s/ Wing Sang Lo
 
 
    Name:  Wing Sang Lo
    Title:    Chief Financial Officer
 
INSTRUCTION:  The form may be signed by an executive officer of the registrant or by any other duly authorized representative.  The name and title of the person signing the form shall be typed or printed beneath the signature.  If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative’s authority to sign on behalf of the registrant shall be filed with the form.
 
 
 

 
 
Exhibit A

Explanation of Changes

For the three months ended March 31, 2011, (i) revenue increased to between approximately $30 million and $32 million, (ii) gross profit increased to between approximately $9 million and $10.3 million, (iii) net income increased to between approximately $6 million and $6.5 million and (iv) diluted earnings per share were between approximately 1.75 cents and 1.9 cents.