Swav Enterprises Ltd. (Form: SB-2, Received: 10/16/2007 17:38:00)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM SB-2

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

SWAV ENTERPRISES LTD.
(Exact name of registrant as specified in its charter)

Nevada	5020	N/A
State or jurisdiction of	(Primary Standard Industrial	(I.R.S. Employer
incorporation or organization	Classification Code Number)	Identification No.)

Unit 628, 138 – 4th Avenue SE, Calgary, Alberta T2G 4Z6, Canada (403) 229-2351
(Address and telephone number of registrant's principal executive offices)

The Corporation Trust Company of Nevada
6100 Neil Road, Suite 500
Reno, NV 89511
Telephone: (775) 688-3061
(Name, address and telephone number of agent for service)

Copy of communications to:
Clark Wilson LLP
Attn: L.K. Larry Yen, Esq.
Suite 800 - 885 West Georgia Street
Vancouver, British Columbia, Canada V6C 3H1
Telephone: (604) 687-5700

Approximate date of proposed sale to the public: From time to time after the effective date of this Registration Statement.

If any securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act. [X]

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]

If delivery of the properties is expected to be made pursuant to Rule 434, please check the following box. [ ]

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CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered ⁽¹⁾	Amount to be registered	Proposed maximum offering price per share ⁽²⁾	Proposed maximum aggregate offering price (US$)	Amount of registration fee ⁽³⁾
Common Stock to be offered for resale by selling stockholders	2,500,000	$0.03	$75,000	$2.30
Total Registration Fee				$2.30

(1)	An indeterminate number of additional shares of common stock shall be issuable pursuant to Rule 416 to prevent dilution resulting from stock splits, stock dividends or similar transactions and in such an event the number of shares registered shall automatically be increased to cover the additional shares in accordance with Rule 416 under the Securities Act.

(2)	Based on the last sales price on May 4, 2007. The selling stockholders will sell their shares of our common stock at a price of $0.03 per share until shares of our common stock are quoted on the OTC Bulletin Board, and thereafter at prevailing market prices or privately negotiated prices. Our common stock is presently not traded on the market or securities exchange, and we have not applied for listing or quotation on the public market.

(3)	Estimated in accordance with Rule 457(c) solely for the purpose of computing the amount of the registration fee based on a bona fide estimate of the maximum offering price.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON THE DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON THE DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.

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PROSPECTUS

Subject to Completion

____, 2007

SWAV ENTERPRISES LTD.
A NEVADA CORPORATION

2,500,000 SHARES OF COMMON STOCK OF SWAV ENTERPRISES LTD.
_________________________________

This prospectus relates to 2,500,000 shares of common stock of SWAV Enterprises Ltd., a Nevada corporation, which may be resold by selling stockholders named in this prospectus. The shares were acquired by the selling shareholders directly from our company in private offerings that were exempt from the registration requirements of the Securities Act of 1933 . We have been advised by the selling stockholders that they may offer to sell all or a portion of their shares of common stock being offered in this prospectus from time to time. The selling stockholders will sell their shares of our common stock at a fixed price of $0.03 per share until shares of our common stock are quoted on the OTC Bulletin Board, or listed for trading or quoted on any other public market, and thereafter at prevailing market prices or privately negotiated prices. Our common stock is presently not traded on any market or securities exchange, and we have not applied for listing or quotation on any public market. Additionally, we cannot provide any assurance that our common stock will be traded on the OTC Bulletin Board or on any other exchange. We will not receive any proceeds from the resale of shares of common stock by the selling stockholders. We will pay for the expenses of this offering.

Our business is subject to many risks and an investment in our common stock will also involve a high degree of risk. You should invest in our common stock only if you can afford to lose your entire investment. You should carefully consider the various Risk Factors described beginning on page 6 before investing in our common stock.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The information in this prospectus is not complete and may be changed. The selling stockholders may not sell or offer these securities until this registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

The date of this prospectus is _____, 2007.

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The following table of contents has been designed to help you find important information contained in this prospectus. We encourage you to read the entire prospectus.

TABLE OF CONTENTS

	PAGE NUMBER
PROSPECTUS SUMMARY	5
USE OF PROCEEDS	5
SUMMARY OF FINANCIAL DATA	5
RISK FACTORS	6
RISKS RELATED TO OUR BUSINESS	6
RISKS ASSOCIATED WITH OUR COMMON STOCK	9
FORWARD-LOOKING STATEMENTS	11
SECURITIES AND EXCHANGE COMMISSION’S PUBLIC REFERENCE	11
THE OFFERING	12
DETERMINATION OF OFFERING PRICE	12
USE OF PROCEEDS	12
DILUTION	12
DIVIDEND POLICY	12
SELLING STOCKHOLDERS	12
PLAN OF DISTRIBUTION	14
TRANSFER AGENT AND REGISTRAR	16
LEGAL PROCEEDINGS	16
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS	16
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	18
DESCRIPTION OF COMMON STOCK	18
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	19
INTEREST OF NAMED EXPERTS AND COUNSEL	19
EXPERTS	19
DISCLOSURE OF SECURITIES AND EXCHANGE COMMISSION POSITION OF INDEMNIFICATION FOR SECURITIES ACT LIABILITIES	19
DESCRIPTION OF PROPERTY	20
DESCRIPTION OF BUSINESS	20
MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION	24
APPLICATION OF CRITICAL ACCOUNTING POLICIES	26
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS	27
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS	28
EXECUTIVE COMPENSATION	29
REPORTS TO SECURITY HOLDERS	29
WHERE YOU CAN FIND MORE INFORMATION	30
FINANCIAL STATEMENTS	31

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As used in this prospectus, the terms “we”, “us” and “our” refer to SWAV Enterprises Ltd. and/or SWAV Holdings Inc., our wholly owned subsidiary, as the case may be, and the term “SWAV Holdings” means SWAV Holdings Inc. All dollar amounts refer to United States dollars unless otherwise indicated.

PROSPECTUS SUMMARY

Our Business

We were incorporated on March 20, 2007, in the State of Nevada. On April 1, 2007, we acquired SWAV Holdings Inc. of Calgary, Alberta. SWAV Holdings is an importer and wholesaler of Chinese manufactured goods. SWAV Holdings was incorporated in the Province of Alberta in 1999. On April 1, 2007, we acquired all of the issued and outstanding share capital of SWAV Holdings by completing two share exchange agreements with then shareholders of SWAV Holdings. Pursuant to the share exchange agreements, the then shareholders of SWAV Holdings exchanged all of their common shares in SWAV Holdings with 8,900,000 common shares of our company on April 1, 2007.

Recently, SWAV Holdings has expanded its focus to import and wholesale of office and home furnishing products manufactured in China. SWAV Holdings has its principal operating office and a warehouse in Calgary, Alberta, Canada.

Through our wholly owned subsidiary, SWAV Holdings, we plan to expand our business operation beyond the Calgary and southern Alberta area. Once a firm foothold in this region has been established, we will pursue raising additional capital, particularly in the public market, in our plans to expand across North America.

Our resident agent in Nevada is the Corporation Trust Company of Nevada and its address is 6100 Neil Road, Suite 500, Reno, NV 89511. Its telephone number is (775) 688-3061. Our principal executive offices are located at 628 – 138 – 4th Avenue SE, Calgary, Alberta T2G 4Z6, Canada. Our telephone number is (403) 229-2351.

Number of Shares Being Offered

This prospectus covers the resale by the selling stockholders named in this prospectus of up to 2,500,000 shares of our common stock. The offered shares were acquired by the selling stockholders in private placement transactions, which were exempt from the registration requirements of the Securities Act of 1933 . The selling stockholders will sell their shares of our common stock at a fixed price of $0.03 per share until our common stock is quoted on the OTC Bulletin Board, or listed for trading or quotation on any other public market, other than quotation in the pink sheets, and thereafter at prevailing market prices or privately negotiated prices. Our common stock is presently not traded on any market or securities exchange and we have not applied for listing or quotation on any public market. Additionally, our company cannot provide any assurance that shares of our common stock will be traded on the OTC Bulletin Board. Please see the Plan of Distribution section at page 14 of this prospectus for a detailed explanation of how the common shares may be sold.

Number of Shares Outstanding

There were 11,400,000 shares of our common stock issued and outstanding as at October 12, 2007.

USE OF PROCEEDS

We will not receive any of the proceeds from the sale of the shares of our common stock being offered for sale by the selling stockholders. We will incur all costs associated with this registration statement and prospectus.

SUMMARY OF FINANCIAL DATA

The following information represents selected audited financial information for SWAV Holdings, our wholly owned operating subsidiary, for the 10-month transitional fiscal year from June 1, 2006 to March 31, 2007 and the fiscal year ended May 31, 2006 and selected unaudited consolidated financial information for our company for the three

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month period ended June 30, 2007. The summarized financial information presented below is derived from and should be read in conjunction with our audited and unaudited financial statement and the audited financial statements of SWAV Holdings, including the notes to those financial statements which are included elsewhere in this prospectus along with the section entitled “Management’s Discussion and Analysis or Plan of Operation” beginning on page 24 of this prospectus.

	For the Three Months Ended June 30, 2007 ⁽¹⁾	For the Year Ended March 31, 2007 ⁽²⁾	For the Year Ended May 31, 2006 ⁽²⁾
Revenue	$1,830	$18,802	$18,764
Net Income (Loss)	$(21,627)	$(16,669)	$10,689
Income (Loss) Per Share - Basic and Diluted	$(0.002)	$(16.65)	$10.69

	As at June 30, 2007 ⁽¹⁾	As at March 31, 2007 ⁽²⁾	As at May 31, 2006 ⁽²⁾
Working Capital (Deficiency)	$49,225	$2,188	$(59,351)
Total Assets	$55,759	$3,020	$300
Equity (Deficit)	$(84,164)	$(61,670)	$(45,001)
Total Stockholders’ Equity (Deficit)	$49,225	$2,188	$(59,351)

(1)	Selected unaudited consolidated financial information for our company.

(2)	Selected audited financial information for SWAV Holdings. SWAV Holdings had a fiscal year end of May 31 but changed its fiscal year end to March 31 in 2007.

RISK FACTORS

An investment in our common stock involves a number of very significant risks. You should carefully consider the following risks and uncertainties in addition to other information in this prospectus in evaluating our company and its business before purchasing shares of our company’s common stock. Our business, operating results and financial condition could be seriously harmed due to any of the following risks. You could lose all or part of your investment due to any of these risks.

RISKS RELATED TO OUR BUSINESS

If we fail to offer merchandise that our customers find attractive, the demand for our products may be limited.

In order for our business to be successful, our product offerings must be distinctive in design, useful to the customer, well made, and generally not widely available from other retailers. We may not be successful in offering products that meet these requirements in the future. If our products become less popular with our customers, if other retailers, especially department stores or discount retailers, offer the same products or products similar to those we sell, or if demand generally for design products such as ours decreases or fails to grow, our sales may decline or we may be required to offer our products at lower prices. If customers buy fewer of our products or if we have to reduce our prices, our net sales will decline and our operating results would be affected adversely.

Moreover, in order to meet our strategic goals, we must successfully identify, obtain supplies of, and offer to our customers new, innovative and high quality design products on a continuous basis. These products must appeal to a wide range of customers whose preferences may change in the future. If we misjudge either the market for our

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products or our customers’ purchasing habits, we may be faced with significant excess inventories for some products and missed opportunities for products we chose not to stock.

We do not have long-term vendor contracts and as a result we may not have access to products that we sell.

All of the products that we offer are manufactured by third-party suppliers. We do not typically enter into formal exclusive supply agreements for our products and, therefore, have no contractual rights to exclusively market and sell them. Since we do not have arrangements with any vendor or distributor that would guarantee the availability or exclusivity of our products from year to year, we do not have a predictable or guaranteed supply of these products in the future. If we are unable to provide our customers with continued access to popular products, our net sales will decline and our operating results would be harmed.

Our business depends, in part, on factors affecting consumer spending that are not within our control.

Our business depends on consumer demand for our products and, consequently, is sensitive to a number of factors that influence consumer spending, including general economic conditions, disposable consumer income, recession and fears of recession, stock market volatility, war and fears of war, acts of terrorism, inclement weather, consumer debt, interest rates, sales tax rates and rate increases, inflation, consumer confidence in future economic conditions and political conditions, and consumer perceptions of personal well-being and security generally. Adverse changes in factors affecting discretionary consumer spending could reduce consumer demand for our products, thus reducing our net sales and adversely affecting our operating results.

If we do not manage our inventory levels successfully, our operating results will be adversely affected.

We must maintain sufficient inventory levels to operate our business successfully. However, we also must guard against the risk of accumulating excess inventory. Our success depends upon our ability to anticipate and respond to changing merchandise trends and customer demands in a timely manner. If we misjudge market trends, we may overstock unpopular products and be forced to take significant inventory markdowns, which would have a negative impact on our operating results. Conversely, shortages of popular items could result in loss of sales and have a material adverse effect on our operating results.

Consumer preferences may change between the time we order a product and the time it is available for sale. We base our product selection on our projections of consumer preferences in a future period, and our projections may not be accurate. As a result, we are vulnerable to consumer demands and trends, to misjudgments in the selection and timing of our merchandise purchases and fluctuations in the economy. Additionally, our inventory is sourced from vendors located in China. This usually requires us to order merchandise, and enter into purchase order contracts for the purchase and manufacture of such merchandise, well in advance of the time such products will be offered for sale, which makes us vulnerable to changes in consumer demands and trends. If we do not accurately predict our customers’ preferences and acceptance levels of our products, our inventory levels will not be appropriate and our operating results may be negatively impacted.

We rely on foreign sources of production, which subjects us to various risks.

We currently source a substantial portion of our products from foreign manufacturers. As such, we are subject to other risks and uncertainties associated with changing economic and political conditions in foreign countries. These risks and uncertainties include import duties and quotas, work stoppages, economic uncertainties including inflation, foreign government regulations, wars and fears of war, acts of terrorism, political unrest and trade restrictions. Additionally, countries in which our products are currently manufactured or may be manufactured in the future may become subject to trade restrictions imposed by the Canadian or foreign governments. Any event causing a disruption or delay of imports from foreign vendors, including the imposition of additional import restrictions, restrictions on the transfer of funds or increased tariffs or quotas, or both could increase the cost or reduce the supply of merchandise available to us and adversely affect our operating results.

There is also a risk that one or more of our foreign vendors will not adhere to fair labor standards and may engage in child labor practices. If this happens, we could lose customer goodwill and favorable brand recognition, which could negatively affect our business.

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Any changes in the political and economic policies of, or any new regulations implemented by, the Chinese governments could affect, or even restrict, the operation of our business and our ability to generate revenues.

Our company relies on manufacturers and distributors located in China. Accordingly, our business, results of operations and financial conditions are affected to a significant degree by the economic, political and legal developments in China.

Since the late 1970s, the Chinese governments have been reforming China’s economic system. Although we believe that economic reform and the macroeconomic measures adopted by the Chinese governments have had and will continue to have a positive effect on economic development in China, there can be no assurance that the economic reform strategy will not from time to time be modified or revised. Some modifications or revisions, including the adoption of governmental regulations affecting the export of products that our company purchases, could have a material adverse effect on our business. Furthermore, there is no guarantee that the Chinese governments will not impose other economic or regulatory controls that would have a material adverse effect on our business. Any changes in the political, economic and social conditions in China, changes in policies by the Chinese governments or changes in the laws and regulations imposed on the business of manufacturing and distributing furniture products and accessories could affect the manner in which we operate our business and restrict or prohibit transactions initiated or conducted by us. Any such changes or new regulations could affect our ability to purchase, import and distribute such products and therefore affect our ability to generate revenues.

Product liability claims or concerns about the safety of products manufactured in China could harm our reputation, increase costs or reduce sales.

We may experience defects or errors in products manufactured in China after their sale to customers. Individuals could sustain injuries from our products, and we may be subject to claims or lawsuits resulting from these injuries. If any individual is harmed by our products, we may face product liability claims. If we cannot successfully defend ourselves against the product liability claim, we will incur substantial liabilities. Regardless of merit or eventual outcome, liability claims may result in:

decreased demand for our products;
injury to our reputation;
costs of related litigation;
substantial monetary awards to plaintiffs; and
loss of revenues.

A product liability or other claim with respect to uninsured liabilities could have a material adverse effect on our business and prospects.

Furthermore, concerns about the safety of products manufactured in China, whether caused by our products or not, could result in the rejection of our products by customers, damage to our reputation, lost sales, increased costs, any of which could harm our business.

The costs of being a public reporting company are proportionately higher for small companies such as our company because of the requirements imposed by the Sarbanes-Oxley Act.

The Sarbanes-Oxley Act of 2002 and the related rules and regulations promulgated by the Securities and Exchange Commission have increased the scope, complexity, and cost of corporate governance, reporting, and disclosure practices. These regulations are applicable to our company. We expect to experience increasing compliance costs, including costs related to internal controls, as a result of the Sarbanes-Oxley Act. These necessary costs are proportionately higher for a public company of our size and will affect our profitability more than that of some of our larger competitors.

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We will need to raise additional funds in the near future. If we are not able to obtain future financing when required, we might be forced to scale back or cease operations or discontinue our business.

We do not currently have any arrangements for financing and we can provide no assurance to investors we will be able to find such financing when such funding is required. Obtaining additional financing would be subject to a number of factors, including investor acceptance of our product selection and our business model. Furthermore, there is no assurance that we will not incur further debt in the future, that we will have sufficient funds to repay our future indebtedness or that we will not default on our future debts, thereby jeopardizing our business viability. Finally, we may not be able to borrow or raise additional capital in the future to meet our needs or to otherwise provide the capital necessary to maintain our operations, which might result in the loss of some or all of your investment in our common stock.

All of our assets and all of our directors and officers are outside the United States, with the result that it may be difficult for investors to enforce within the United States any judgments obtained against us or any of our directors or officers.

All of our assets are located outside the United States and we do not currently maintain a permanent place of business within the United States. In addition, all of our directors and officers are nationals and/or residents of countries other than the United States, and all or a substantial portion of such persons’ assets are located outside the United States. As a result, it may be difficult for investors to enforce within the United States any judgments obtained against us or our officers or directors, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state thereof. Consequently, you may be effectively prevented from pursuing remedies under U.S. federal and state securities laws against them.

Because our officers, directors and principal shareholders control a large percentage of our common stock, such insiders have the ability to influence matters affecting our shareholders.

Our officers and directors, in the aggregate, beneficially own 53.51% of the issued and outstanding shares of our common stock. As a result, they have the ability to influence matters affecting our shareholders, including the election of our directors, the acquisition or disposition of our assets, and the future issuance of our shares. Because our officers, directors and principal shareholders control such shares, investors may find it difficult to replace our management if they disagree with the way our business is being operated. Because the influence by these insiders could result in management making decisions that are in the best interest of those insiders and not in the best interest of the investors, you may lose some or all of the value of your investment in our common stock.

Because we do not have sufficient insurance to cover our business losses, we might have uninsured losses, increasing the possibility that you would lose your investment.

We may incur uninsured liabilities and losses as a result of the conduct of our business. We do not currently maintain any comprehensive liability or property insurance. Even if we obtain such insurance in the future, we may not carry sufficient insurance coverage to satisfy potential claims. We do not carry any business interruption insurance. Should uninsured losses occur, any purchasers of our common stock could lose their entire investment.

RISKS ASSOCIATED WITH OUR COMMON STOCK

There is no active trading market for our common stock and if a market for our common stock does not develop, our investors will be unable to sell their shares.

There is currently no active trading market for our common stock and such a market may not develop or be sustained. We currently plan to have our common stock quoted on the OTC Bulletin Board upon the effectiveness of this registration statement of which this prospectus forms a part. In order to do this, a market maker must file a Form 15c-211 to allow the market maker to make a market in our shares of common stock. At the date hereof, we are not aware that any market maker has any such intention. We cannot provide our investors with any assurance that our common stock will be traded on the OTC Bulletin Board or, if traded, that a public market will materialize. Further, the OTC Bulletin Board is not a listing service or exchange, but is instead a dealer quotation service for

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subscribing members. If our common stock is not quoted on the OTC Bulletin Board or if a public market for our common stock does not develop, then investors may not be able to resell the shares of our common stock that they have purchased and may lose all of their investment. If we establish a trading market for our common stock, the market price of our common stock may be significantly affected by factors such as actual or anticipated fluctuations in our operation results, general market conditions and other factors. In addition, the stock market has from time to time experienced significant price and volume fluctuations that have particularly affected the market prices for the shares of developmental stage companies, which may adversely affect the market price of our common stock in a material manner.

Because we do not intend to pay any dividends on our common shares, investors seeking dividend income or liquidity should not purchase shares in this offering.

We do not currently anticipate declaring and paying dividends to our shareholders in the near future. It is our current intention to apply net earnings, if any, in the foreseeable future to increasing our working capital. Prospective investors seeking or needing dividend income or liquidity should, therefore, not purchase our common stock. We currently have no revenues and a history of losses, so there can be no assurance that we will ever have sufficient earnings to declare and pay dividends to the holders of our shares, and in any event, a decision to declare and pay dividends is at the sole discretion of our board of directors, who currently do not intend to pay any dividends on our common shares for the foreseeable future.

Sales of a substantial number of shares of our common stock into the public market by the selling stockholders may result in significant downward pressure on the price of our common stock and could affect the ability of our stockholders to realize any current trading price of our common stock.

Sales of a substantial number of shares of our common stock in the public market could cause a reduction in the market price of our common stock, when and if such market develops. When this registration statement is declared effective, the selling stockholders may be reselling up to 21.93% of the issued and outstanding shares of our common stock. As a result of such registration statement, a substantial number of our shares of common stock which have been issued may be available for immediate resale when and if a market develops for our common stock, which could have an adverse effect on the price of our common stock. As a result of any such decreases in price of our common stock, purchasers who acquire shares from the selling stockholders may lose some or all of their investment.

Our stock is a penny stock. Trading of our stock may be restricted by the Securities and Exchange Commission’s penny stock regulations which may limit a stockholder’s ability to buy and sell our stock.

Our stock is a penny stock. The Securities and Exchange Commission has adopted Rule 15g-9 which generally defines “penny stock” to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and “accredited investors”. The term “accredited investor” refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the SEC which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer’s account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer’s confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in and limit

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the marketability of our common stock.

Financial Industry Regulatory Authority (FINRA) sales practice requirements may also limit a stockholder’s ability to buy and sell our stock.

In addition to the “penny stock” rules promulgated by the Securities and Exchange Commission (see above and the “Market for Common Equity and Related Stockholder Matters” section at page 28 for discussions of penny stock rules), the FINRA has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, the FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. The FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares.

Because we can issue additional common shares, purchasers of our common stock may incur immediate dilution and may experience further dilution.

We are authorized to issue up to 25,000,000 common shares, of which 11,400,000 are issued and outstanding. Our board of directors has the authority to cause our company to issue additional shares of common stock without the consent of any of our shareholders. Consequently, our shareholders may experience more dilution in their ownership of our company in the future.

Please read this prospectus carefully. You should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with different information. You should not assume that the information provided by the prospectus is accurate as of any date other than the date on the front of this prospectus.

FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements which relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expect”, “plan”, “anticipate”, “believe”, “estimate”, “predict”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled “Risk Factors” on pages 6 to 11, that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results. The safe harbor for forward-looking statements provided in the Private Securities Litigation Reform Act of 1995 does not apply to the offering made in this prospectus.

SECURITIES AND EXCHANGE COMMISSION’S PUBLIC REFERENCE

Any member of the public may read and copy any materials filed by us with the Securities and Exchange Commission at the Securities and Exchange Commission’s Public Reference Room at 100 F Street, N.E. Washington, D.C. 20549. Information on the operation of the Public Reference Room may be obtained by calling the Securities and Exchange Commission at 1-800-732-0330. The Securities and Exchange Commission maintains an internet website (http://www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the Securities and Exchange Commission.

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THE OFFERING

This prospectus covers the resale by the selling stockholders named in this prospectus of up to 2,500,000 shares of common stock which were issued pursuant to private placement offerings made by us pursuant to Regulation S promulgated under the Securities Act of 1933 .

The selling stockholders will sell their shares of our common stock at a fixed price $0.03 per share until our common stock is quoted on the OTC Bulletin Board, or listed for trading or quotation on any other public market, other than quotation in the pink sheets, and thereafter at prevailing market prices or privately negotiated prices. Our company, however, cannot provide our investors with any assurance that our common stock will be traded on the OTC Bulletin Board. We will not receive any proceeds from the resale of shares of our common stock by the selling stockholder.

DETERMINATION OF OFFERING PRICE

The selling stockholders will sell their shares of our common stock at a fixed price of $0.03 per share until shares of our common stock are quoted on the OTC Bulletin Board, or listed for trading or quoted on any other public market, other than quotation in the pink sheets, and thereafter at prevailing market prices or privately negotiated prices. Our company, however, cannot provide our investors with any assurance that our common stock will be traded on the OTC Bulletin Board or on any other exchange. The offering price of $0.03 per share has been determined arbitrarily and does not have any relationship to any established criteria of value, such as book value or earning per share. Additionally, no valuation or appraisal has been prepared for our business and business expansion. Our common stock is presently not traded on any market or securities exchange and we have not applied for listing or quotation on any public market.

USE OF PROCEEDS

The shares of common stock offered by this prospectus are being registered for the account of the selling stockholders named in this prospectus. As a result, all proceeds from the sales of the common stock will go to the selling stockholders and we will not receive any proceeds from the resale of the common stock by the selling stockholders. We will, however, incur all costs associated with this registration statement and prospectus. Our company estimates that the total costs that will be incurred by our company in connection with the registration statement and prospectus will be approximately $30,500.

DILUTION

The common stock to be sold by the selling stockholders is the 2,500,000 shares of common stock that are currently issued and outstanding. Accordingly, there will be no dilution to our existing stockholders.

DIVIDEND POLICY

We have not declared or paid any cash dividends since inception. We intend to retain future earnings, if any, for use in the operation and expansion of our business and do not intend to pay any cash dividends in the foreseeable future. Although there are no restrictions that limit our ability to pay dividends on our common stock, we intend to retain future earnings for use in our operations and the expansion of our business.

SELLING STOCKHOLDERS

The selling stockholders may offer and sell, from time to time, any or all of the common stock issued. Because the selling stockholders may offer all or only some portion of the 2,500,000 shares of common stock to be registered, no estimate can be given as to the amount or percentage of these shares of common stock that will be held by the selling stockholders upon termination of the offering.

The following table sets forth certain information regarding the beneficial ownership of shares of common stock by the selling stockholders as of October 12, 2007 and the number of shares of common stock covered by this

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prospectus.

Other than the relationships described below, none of the selling stockholders had or have any material relationship with us. None of the selling stockholders is a broker-dealer or an affiliate of a broker-dealer to our knowledge. All of the selling stockholders are friends, family and close business associates of Pui Shan Lam, our President, Chief Executive Officer and a director of our company.

Selling Stockholder and Position, Office or Material Relationship with SWAV Enterprises Ltd.	Common Shares Owned by Selling Stockholder before this Offering ⁽¹⁾	Shares Offered pursuant to this Offering	% of Total Issued and Outstanding Shares Owned by Selling Stockholder	Number of Shares Owned by Selling Stockholder after Offering and Percent of Total Issued and Outstanding Shares if All Shares Offered are Sold ⁽²⁾
				# of Shares	% of Class
101006525 Saskatchewan Ltd. ⁽³⁾⁽⁴⁾	15,000	15,000	0.13%	Nil	0%
Ada Chan ⁽³⁾	35,000	35,000	0.31%	Nil	0%
Sara Chan ⁽³⁾	35,000	35,000	0.31%	Nil	0%
Shelley Chan ⁽³⁾	35,000	35,000	0.31%	Nil	0%
Carl Chan ⁽³⁾	120,000	120,000	1.05%	Nil	0%
Alice Chow ⁽³⁾	70,000	70,000	0.61%	Nil	0%
Felix Chow ⁽³⁾	40,000	40,000	0.35%	Nil	0%
Martin H.T. Chuah ⁽³⁾	50,000	50,000	0.44%	Nil	0%
Shirley P. Chuah ⁽³⁾	50,000	50,000	0.44%	Nil	0%
1220035 Alberta Ltd. ⁽³⁾⁽⁵⁾	60,000	60,000	0.53%	Nil	0%
Winnie Fung ⁽³⁾⁽⁶⁾	62,000	62,000	0.54%	Nil	0%
Charles King Leung Lam ⁽³⁾	70,000	70,000	0.61%	Nil	0%
Patricia Sau Fong Lam ⁽³⁾	70,000	70,000	0.61%	Nil	0%
Raymond Lok Hang Lau ⁽³⁾	70,000	70,000	0.61%	Nil	0%
Ivan Man Chung Lau ⁽³⁾	70,000	70,000	0.61%	Nil	0%
Nga Yee Ellen Lo ⁽³⁾	70,000	70,000	0.61%	Nil	0%
Brenda Lee ⁽³⁾	35,000	35,000	0.31%	Nil	0%
Peter Lee ⁽³⁾	35,000	35,000	0.31%	Nil	0%
Joanne Pui Kay Lee ⁽³⁾	30,000	30,000	0.26%	Nil	0%
Edmund Lo ⁽³⁾	70,000	70,000	0.61%	Nil	0%
Betty King Lui ⁽³⁾	20,000	20,000	0.18%	Nil	0%
Grace Weisgerber-Ma ⁽³⁾	80,000	80,000	0.70%	Nil	0%
Christina Ma ⁽³⁾	35,000	35,000	0.31%	Nil	0%
Michelle Ma ⁽³⁾	35,000	35,000	0.31%	Nil	0%
Lynda E. Malick ⁽³⁾	70,000	70,000	0.61%	Nil	0%
Morris S. McManus ⁽³⁾	270,000	270,000	2.37%	Nil	0%
Danny C.P. Ng ⁽³⁾	17,000	17,000	0.15%	Nil	0%
Helen Ng ⁽³⁾	17,000	17,000	0.15%	Nil	0%
Richard Ng ⁽³⁾	17,000	17,000	0.15%	Nil	0%
Cheuk Shan Ngai ⁽³⁾	60,000	60,000	0.53%	Nil	0%
Gerry A. Peacock ⁽³⁾	70,000	70,000	0.61%	Nil	0%
Stephano Priolo ⁽³⁾	35,000	35,000	0.31%	Nil	0%
Stephanie Priolo ⁽³⁾	35,000	35,000	0.31%	Nil	0%
Edwin Sui Lam Tam ⁽³⁾	60,000	60,000	0.53%	Nil	0%
Tong Tang ⁽³⁾	100,000	100,000	0.88%	Nil	0%
Zhao Hui Ma ⁽³⁾	80,000	80,000	0.70%	Nil	0%
Missey Vongputtha ⁽³⁾	17,000	17,000	0.15%	Nil	0%
Lan Yuk Wong ⁽³⁾	70,000	70,000	0.61%	Nil	0%
Suzanne So Ting Wong ⁽³⁾	70,000	70,000	0.61%	Nil	0%
Bon Bon Wu ⁽³⁾	40,000	40,000	0.35%	Nil	0%

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Selling Stockholder and Position, Office or Material Relationship with SWAV Enterprises Ltd.	Common Shares Owned by Selling Stockholder before this Offering ⁽¹⁾	Shares Offered pursuant to this Offering	% of Total Issued and Outstanding Shares Owned by Selling Stockholder	Number of Shares Owned by Selling Stockholder after Offering and Percent of Total Issued and Outstanding Shares if All Shares Offered are Sold ⁽²⁾
				# of Shares	% of Class
Zitong Xiong ⁽³⁾⁽⁷⁾	30,000	30,000	0.26%	Nil	0%
Jim Yaschuk ⁽³⁾	35,000	35,000	0.31%	Nil	0%
Brent Yaschuk ⁽³⁾	35,000	35,000	0.31%	Nil	0%
Jing Na Yu ⁽³⁾	50,000	50,000	0.44%	Nil	0%
Kin Wai Yu ⁽³⁾	60,000	60,000	0.53%	Nil	0%
Totals:	2,500,000	2,500,000	21.93%

	(1)	Beneficial ownership is determined in accordance with Securities and Exchange Commission rules and generally includes voting or investment power with respect to securities. Shares of common stock subject to options, warrants and convertible preferred stock currently exercisable or convertible, or exercisable or convertible within sixty (60) days, are counted as outstanding for computing the percentage of the person holding such options or warrants but are not counted as outstanding for computing the percentage of any other person.

	(2)	Based on 11,400,000 common shares issued and outstanding on October 12, 2007.

	(3)	The respective selling security holders acquired their respective shares by way of a private placement pursuant to subscription agreements that were entered into between our company and the respective selling stockholders on May 4, 2007. We issued an aggregate of 2,500,000 common shares to the selling security holders at an offering price of $0.03 per share for gross offering proceeds of $75,000 in an offshore transaction relying on Rule 903 of Regulation S of the Securities Act of 1933 . We were subject to Category 3 of Rule 903 of Regulation S and accordingly, we implemented the offering restrictions required by Category 3 of Rule 903 of Regulation S by including a legend on all documents which stated that the shares have not been registered under the Securities Act of 1933 and may not be offered or sold in the United States or to US persons unless the shares are registered under the Securities Act of 1933 , or an exemption from the registration requirements of the Securities Act of 1933 is available.

	(4)	Rob Chan exercises discretion over investment decisions for 101006525 Saskatchewan Ltd.

	(5)	Allan Fung exercises discretion over investment decisions for 1220035 Alberta Ltd. Mr. Allan Fung is a son of Pui Shan Lam. However, Mr. Fung does not reside with Ms. Lam and Mr. Fung exercises independent discretion over investment decisions of 120035 Alberta Ltd.

	(6)	Winnie Fung is a daughter of Pui Shan Lam and resides with Ms. Lam. However Mr. Fung exercises independent discretion over her own investment decisions.

	(7)	Zitong Xiong is a common law spouse of Thomas Chan and resides with Mr. Chan.

We may require the selling security holder to suspend the sales of the securities offered by this prospectus upon the occurrence of any event that makes any statement in this prospectus or the related registration statement untrue in any material respect or that requires the changing of statements in these documents in order to make statements in those documents not misleading.

PLAN OF DISTRIBUTION

The selling stockholders may, from time to time, sell all or a portion of the shares of common stock on any market upon which the common stock may be quoted, in privately negotiated transactions or otherwise. Our common stock

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is not currently listed on any national exchange or electronic quotation system. To date, no actions have been taken to list our shares on any national exchange or electronic quotation system. Because there is currently no public market for our common stock, the selling stockholders will sell their shares of our common stock at a fixed price of $0.03 per share until shares of our common stock are quoted on the OTC Bulletin Board, or listed for trading or quoted on any other public market, other than quotation on the pink sheets, and thereafter at prevailing market prices or privately negotiated prices. Our company, however, cannot provide our investors with any assurance that our common stock will be traded on the OTC Bulletin Board or on any other exchange. The shares of common stock may be sold by the selling stockholders by one or more of the following methods, without limitation:

	1.	block trades in which the broker or dealer so engaged will attempt to sell the shares of common stock as agent but may position and resell a portion of the block as principal to facilitate the transaction;

	2.	purchases by broker or dealer as principal and resale by the broker or dealer for its account pursuant to this prospectus;

	3.	an exchange distribution in accordance with the rules of the exchange or quotation system;

	4.	ordinary brokerage transactions and transactions in which the broker solicits purchasers;

	5.	privately negotiated transactions; and

	6.	a combination of any aforementioned methods of sale.

The shares may also be sold in compliance with the Securities and Exchange Commission’s Rule 144 after May 4, 2008.

In the event of the transfer by any selling stockholder of his or her shares to any pledgee, donee or other transferee, we will amend this prospectus and the registration statement of which this prospectus forms a part by the filing of a post-effective amendment in order to have the pledgee, donee or other transferee in place of the selling stockholder who has transferred his or her shares.

In effecting sales, brokers and dealers engaged by the selling stockholders may arrange for other brokers or dealers to participate. Brokers or dealers may receive commissions or discounts from the selling stockholders or, if any of the broker-dealers act as an agent for the purchaser of such shares, from the purchaser in amounts to be negotiated which are not expected to exceed those customary in the types of transactions involved. Broker-dealers may agree with the selling stockholders to sell a specified number of the shares of common stock at a stipulated price per share. Such an agreement may also require the broker-dealer to purchase as principal any unsold shares of common stock at the price required to fulfill the broker-dealer commitment to the selling stockholders if such broker-dealer is unable to sell the shares on behalf of the selling stockholders. Broker-dealers who acquire shares of common stock as principal may thereafter resell the shares of common stock from time to time in transactions which may involve block transactions and sales to and through other broker-dealers, including transactions of the nature described above. Such sales by a broker-dealer could be at prices and on terms then prevailing at the time of sale, at prices related to the then-current market price or in negotiated transactions. In connection with such resales, the broker-dealer may pay to or receive from the purchasers of the shares, commissions as described above.

The selling stockholders and any broker-dealers or agents that participate with the selling stockholders in the sale of the shares of common stock may be deemed to be “underwriters” within the meaning of the Securities Act of 1933 in connection with these sales. In that event, any commissions received by the broker-dealers or agents and any profit on the resale of the shares of common stock purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act of 1933 .

From time to time, the selling stockholders may pledge their shares of common stock pursuant to the margin provisions of their customer agreements with their brokers. Upon a default by a selling stockholder, the broker may offer and sell the pledged shares of common stock from time to time. Upon a sale of the shares of common stock,

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the selling stockholders intend to comply with the prospectus delivery requirements, under the Securities Act of 1933 , by delivering a prospectus to each purchaser in the transaction. We intend to file any amendments or other necessary documents in compliance with the Securities Act of 1933 which may be required in the event any selling stockholder defaults under any customer agreement with brokers.

To the extent required under the Securities Act of 1933 , a post effective amendment to this registration statement will be filed, disclosing, the name of any broker-dealers, the number of shares of common stock involved, the price at which the common stock is to be sold, the commissions paid or discounts or concessions allowed to such broker-dealers, where applicable, that such broker-dealers did not conduct any investigation to verify the information set out in this prospectus and other facts material to the transaction. In addition, a post-effective amendment to this Registration Statement will be filed to include any additional or changed material information with respect to the plan of distribution not previously disclosed herein.

We and the selling stockholders will be subject to applicable provisions of the Exchange Act and the rules and regulations under it, including, without limitation, Rule 10b-5 and, insofar as the selling stockholders are distribution participants and we, under certain circumstances, may be a distribution participant, under Regulation M.

The anti-manipulation provisions of Regulation M under the Securities Exchange Act of 1934 will apply to purchases and sales of shares of common stock by the selling stockholders, and there are restrictions on market-making activities by persons engaged in the distribution of the shares. Under Regulation M, a selling stockholder or its agents may not bid for, purchase, or attempt to induce any person to bid for or purchase, shares of our common stock while they are distributing shares covered by this prospectus. Accordingly, the selling stockholder is not permitted to cover short sales by purchasing shares while the distribution is taking place. We will advise the selling stockholders that if a particular offer of common stock is to be made on terms materially different from the information set forth in this Plan of Distribution, then a post-effective amendment to the accompanying registration statement must be filed with the Securities and Exchange Commission. All of the foregoing may affect the marketability of the common stock.

All expenses of the registration statement and prospectus including, but not limited to, legal, accounting, printing and mailing fees are and will be borne by us. Any commissions, discounts or other fees payable to brokers or dealers in connection with any sale of the shares of common stock will be borne by the selling stockholders, the purchasers participating in such transaction, or both.

Any shares of common stock covered by this prospectus which qualify for sale pursuant to Rule 144 under the Securities Act of 1933 , as amended, may be sold under Rule 144 rather than pursuant to this prospectus.

TRANSFER AGENT AND REGISTRAR

We do not currently have a transfer agent, but will appoint one as soon as practicable.

LEGAL PROCEEDINGS

As of October 12, 2007, we know of no material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

All directors of our company hold office until the next annual meeting of the stockholders or until their successors have been elected and qualified. The officers of our company are appointed by our board of directors and hold office until their death, resignation or removal from office. Our directors and executive officers, their ages, positions held, and duration as such, are as follows:

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Name	Position Held with the Company	Age	Date First Elected or Appointed
Pui Shan Lam	President, Chief Executive Officer and Director	49	March 20, 2007
Thomas Chan	Chief Financial Officer, Secretary and Director	26	April 25, 2007

Business Experience

The following is a brief account of the education and business experience of each director and executive officer during at least the past five years, indicating each person’s business experience, principal occupation during the period, and the name and principal business of the organization by which they were employed.

Pui Shan Lam, President and founder of both SWAV Enterprises Ltd. and SWAV Holdings Inc., is a business women and an entrepreneur. She has involved herself in numerous ventures in both Hong Kong and Canada in the past 25 years. In early 1980’s, Miss Lam co-founded a transportation company in Hong Kong. This company was specialized in transporting goods from China to Hong Kong. Miss Lam oversaw the operations of this company until she immigrated to Canada in the mid 1990’s as an investor immigrant. After immigrating to Canada, she established SWAV Holdings Inc. in the late 1990’s. Since establishing the company, Miss Lam has been traveling to China and Hong Kong on a regular basis and has established a network of suppliers and contacts throughout China.

Thomas Chan, Chief Financial Officer and Secretary of SWAV Enterprises Ltd., has been working as a financial analyst. He graduated from the University of Regina with a Bachelor of Business Administration and Certificate of Economics in 2006. Mr. Chan also completed the Canadian Securities Course in 2007. Since graduation, he has been involved in a number of projects from North America and Asia. His involvement in these projects includes in analyzing the financial feasibility of the projects, preparing financial presentations and drafting business plans.

Significant Employees

The current management consists of Pui Shan Lam, the founder of SWAV Enterprises Ltd. and SWAV Holdings, Thomas Chan, Chief Financial Officer, Secretary and a director of SWAV Enterprises Ltd., and a business associate who has many years of experience in the auction market. This management team is supported by 3 associates and part-time staffs. The management of the company will focus their attention in developing the sale channels and sourcing of products while many administrative functions will be handled by part-time staffs

Committees of the Board

We do not have a separate audit committee at this time. Our entire board of directors acts as our audit committee.

Family Relationships

There are no family relationships among our directors or officers.

Involvement in Certain Legal Proceedings

Our directors, executive officers and control persons have not been involved in any of the following events during the past five years:

	1.	any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

	2.	any conviction in a criminal proceeding or being subject to a pending criminal proceeding

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		(excluding traffic violations and other minor offenses);

	3.	being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or

	4.	being found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of October 12, 2007 certain information with respect to the beneficial ownership of our common stock by each stockholder known by us to be the beneficial owner of more than 5% of our common stock and by each of our current directors and executive officers. Each person has sole voting and investment power with respect to the shares of common stock, except as otherwise indicated. Beneficial ownership consists of a direct interest in the shares of common stock, except as otherwise indicated.

Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership	Percentage of Class ⁽¹⁾
Pui Shan Lam 90 Holmwood Ave NW Calgary, AB T2K 6K7 Canada	6,000,000 Common Shares	52.63%
Thomas Chan 2212 – 20 Harvest Rose Park NE Calgary, AB T3K 4Z1 Canada	100,000 Common Shares	0.88%
Directors and Officers (2) (as a group)	6,100,000 Common Shares	53.51%

(1)

Based on 11,400,000 shares outstanding as of October 12, 2007.

Changes in Control

We are unaware of any contract, or other arrangement or provision of our Articles or Bylaws, the operation of which may at a subsequent date result in a change of control of our company

DESCRIPTION OF COMMON STOCK

We are authorized to issue 25,000,000 shares of common stock with a par value of $0.001. As at October 12, 2007 we had 11,400,000 common shares outstanding. Upon liquidation, dissolution or winding up of the corporation, the holders of common stock are entitled to share ratably in all net assets available for distribution to stockholders after payment to creditors. The common stock is not convertible or redeemable and has no preemptive, subscription or conversion rights. There are no conversions, redemption, sinking fund or similar provisions regarding the common stock. Each outstanding share of common stock is entitled to one vote on all matters submitted to a vote of stockholders. There are no cumulative voting rights.

Each stockholder is entitled to receive the dividends as may be declared by our board of directors out of funds legally available for dividends and, in the event of liquidation, to share pro rata in any distribution of our assets after payment of liabilities. Our board of directors is not obligated to declare a dividend. Any future dividends will be subject to the discretion of our board of directors and will depend upon, among other things, future earnings, the

- 19 -

operating and financial condition of our company, its capital requirements, general business conditions and other pertinent factors. It is not anticipated that dividends will be paid in the foreseeable future.

There are no provisions in our Articles of Incorporation or our Bylaws that would delay, defer or prevent a change in control of our company.

Clark Wilson LLP, of 800-885 W Georgia Street, Vancouver, British Columbia, Canada, our independent legal counsel, has provided an opinion on the validity of the shares of our common stock that are the subject of this prospectus.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE

We have engaged the firm of K.R. Margetson Ltd., to audit our consolidated financial statements for the fiscal year ended March 31, 2007. There has been no change in the accountants and no disagreements with K.R. Margetson Ltd. on any matter of accounting principles or practices, financial statement disclosure, or auditing scope procedure.

INTEREST OF NAMED EXPERTS AND COUNSEL

No expert or counsel named in this prospectus as having prepared or certified any part of this prospectus or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of the common stock was employed on a contingency basis or had, or is to receive, in connection with the offering, a substantial interest, directly or indirectly, in the registrant or any of its parents or subsidiaries. Nor was any such person connected with the registrant or any of its parents, subsidiaries as a promoter, managing or principal underwriter, voting trustee, director, officer or employee.

EXPERTS

The consolidated financial statements of our company and the financial statements of SWAV Holdings included in this prospectus have been audited by K.R. Margetson Ltd., of P.O. Box 45, 5588 Inlet Avenue, Sechelt, British Columbia, V0N 3A0, to the extent and for the period set forth in their report appearing elsewhere in the registration statement and prospectus, and are included in reliance upon such report given upon the authority of said firm as experts in auditing and accounting.

DISCLOSURE OF SECURITIES AND EXCHANGE COMMISSION POSITION OF
INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

Our Bylaws provide that the corporation shall, to the maximum extent permitted by Nevada law, have the power to indemnify each of its agents against expenses and shall have power to advance to each such agent expenses incurred in defending any such proceeding to the maximum extent permitted by that law.

Under our Bylaws, the term an “agent” includes any person who is or was a director, officer, employee or other agent of the corporation; or is or was serving at the request of the corporation as a director, officer, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust or other enterprise; or was a director, officer, employee or agent of a foreign or domestic corporation which was a predecessor corporation of the corporation or of another enterprise at the request of such predecessor corporation. The term “proceeding” includes any threatened, pending or completed action or proceeding, whether civil, criminal, administrative or investigative. The term “expenses” includes, without limitation, attorneys’ fees, judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with any proceeding arising by reason of the fact any such person is or was an agent of the corporation.

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DESCRIPTION OF PROPERTY

Our executive and head office is located at Suite 628, 138 – 4 ^th Avenue S.E., Calgary, Alberta, Canada T2G 4Z6. We rent our executive and head office on a monthly basis and pay $500.000 per month for the rent. We also rent a warehouse in an industrial area in Calgary, Canada on a monthly basis and pay $250.00 per month for the rent.

DESCRIPTION OF BUSINESS

Overview and Corporate Background

We were incorporated on March 20, 2007, in the State of Nevada. On April 1, 2007, we acquired SWAV Holdings Inc. of Calgary, Alberta. SWAV Holdings is an importer and wholesaler of Chinese manufactured goods. SWAV Holdings was incorporated in the Province of Alberta, Canada in March 1999. On April 1, 2007, we acquired all of the issued and outstanding share capital of SWAV Holdings by completing two share exchange agreements with then shareholders of SWAV Holdings. Pursuant to the share exchange agreements, the then shareholders of SWAV Holdings exchanged all of their common shares in SWAV Holdings with 8,900,000 common shares of our company on April 1, 2007.

Recently, SWAV Holdings has expanded its focus to office and home furnishing products. SWAV Holdings has its principal operating office and a warehouse in Calgary, Alberta, Canada. Through our wholly owned subsidiary, SWAV Holdings, we plan to expand our business operation beyond the Calgary and southern Alberta area. Once a firm foothold in this region has been established, we will pursue raising additional capital, particularly in the public market, in our plans to expand across North America.

Corporate Background

SWAV Holdings initially imported a variety of goods from China and wholesaled them in the Calgary area. Early products included: various promotional gift products, women’s clothing, ballroom dancing shoes, and women’s fashion accessories. The original warehouse doubled as a showroom, where clients could browse through the products and immediately fill their orders. Most of the early clients were from Calgary and the surrounding areas.

SWAV Holdings then established a focus on personalized promotional products. This enabled the company to fill numerous orders for goods such as: tailored pens, promotional key chains, business card holders, and even political paraphernalia. Clients included local accounting firms, auto dealerships, restaurants, and regional politicians. Over time the company has developed a strong and reputable image amongst businesses in the Calgary area.

SWAV Holdings has also successfully conducted business through other distribution channels, such as auctions and trade shows. These auctions generally occur once a month and have been effectively used to dispose of excess inventory. In addition, SWAV Holdings has rented kiosks in various shopping malls and outdoor events to try and further promote and sell its goods.

Beginning in early 2007, SWAV Holdings recognized an opportunity in the furniture market due to strong housing activities in Alberta has decided to expand its business to take advantage of this growth. Presently our company has established and aims to further develop its numerous working relationships with China-based furniture suppliers and manufacturers. We believe this will serve as a competitive advantage and provide significant benefits and future opportunities

Location and Facilities

SWAV Holdings maintains its head office in downtown Calgary, Alberta, Canada. The company also has a warehouse in the industrial sector of the city. There are also showroom facilities at both locations. Once our company begins to import furniture, we plan to utilize auction warehouse facilities as storage.

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Products

Through our wholly owned subsidiary, SWAV Holdings, we will continue to offer our existing products, which include: various promotional gift products, women’s clothing, ballroom dancing shoes, women’s fashion accessories, ceramic statues, and silk orchids.

In addition to our current product lines, we also plan to introduce unique and distinctive styles of furniture. The furniture product line will include chairs, stools, shelves, side table, dining tables, sofas, etc. For the new furniture product line, we plan to import furniture based on specific orders from clients and import furniture that will be sold through our show room and auctions. The majority of the imported furniture to be held in inventory will be purchased based upon the management’s decisions. Clients will also have the option to place specified orders to suit their particular needs.

Source of Products

We plan to purchase all of our products directly from the manufacturers/suppliers based upon the expected market demand. Principally, all of our products will be purchased from suppliers and manufacturers based in China. In some cases if a customer has specifically ordered an item, it will be shipped directly to the customer. In addition to normal purchasing channels, we will seek out manufacturers that have surplus production. These surpluses are comprised of remaining inventory from job lots. This will allow us to have a larger selection of items offered at competitive prices.

Furthermore, we have established numerous working relationships with furniture suppliers and manufacturers based in China. Our management plans to further develop these relationships in order to achieve a greater competitive advantage. Our management has also been effective in developing a network of contacts that will assist in the sourcing and selection of products.

Competitive Comparison

Our products contain these features that distinguish them from those of our competitors:

our furniture will be imported from low cost suppliers and manufacturers in China which would give us a competitive advantage.
we will focus on a niche market, specifically choosing items with oriental features.
we have established a strong network of contacts and associates in China that will assist us in inspecting products prior to shipping to Canada. This will ensure that our furniture will be of higher quality, compared to other importers who may not have the ability to thoroughly pre-inspect their products.

Future Products

We plan to continually look for new and unique styles that we can introduce to the consumer, particularly for the furniture products. We must proactively adapt to the changing tastes of the consumer. After establishing a firm foothold in the niche furniture market, we will begin exploring the mainstream furniture market.

There are two major furniture trade shows in China every year (April and October). Our management has made plans to regularly attend these shows in the future in order to remain up-to-date with Chinese furniture fashion and consumer demand. These shows will serve as a beneficial networking tool and help us to expand our network of suppliers and manufacturers.

The Chinese Imports Market in Canada

According to Statistics Canada Spotlight: International Trade 2004, Canada’s merchandise trade surplus with the world jumped from $58.2 billion in 2003 to $67.2 billion in 2004. Despite the soaring value of the Canadian dollar, both exports and imports surged. There was an all-time high in trade surplus with the United States, Canada’s leading trading partner, which was valued at $139.3 billion. More importantly, trade deficit with China grew by $3.7 billion from the previous year to a record high of $17.5 billion in 2004. China, a major force on the international

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scene, is Canada’s second largest national trading partner.

Furthermore, according to Statistics Canada Spotlight: International Trade 2004, Canada’s two-way trade with China underwent explosive growth, surpassing $30.7 billion in 2004. This figure is 31.5% higher than 2003. Currently, Canada’s trade deficit with China is larger than with any other single country. This is in part due to the rising value of the Canadian dollar, which has lowered the costs of imports. Imports increased 6.2% to $363.1 billion in 2004. Specifically, imports from China grew a substantial 29.7% to $24.1 billion in 2004, which accounts for 6.8% of Canada’s imports. As China’s infrastructure continues to develop, trade with Canada will only increase.

The Furniture Market in Canada

Beginning in 2007, we will primarily focus our efforts on the new product line: furniture. According to Canadian Business Map: the Canadian Household Furniture Market, the Canadian household furniture market grew by 15% in 2004 and continued to grow in 2005. Traditionally, the U.S. is the dominant importer of household furniture in Canada. Lately however, other countries have seen an increase in their furniture exports to Canada, and in this case, China has surpassed U.S. household furniture export figures. This increase in demand for foreign furniture is helped by a strong Canadian dollar, which makes imports more affordable. Another contributor to this growth in demand is the strong Canadian housing market.

Currently, the Alberta housing market is rapidly expanding due to the shortages caused by the mass migration of people to the province and strong industrial activities in the energy sector. According to recent statistics, January housing starts hit a three year high and are expected to continue to rise. We plan to take advantage of this strong demand created by new home owners that need to furnish their houses as well as those who wish to renovate and upgrade their existing houses.

Market Segmentation

The Canadian household furniture market is very diverse with a wide variety of consumer preferences. In general, younger Canadians prefer more casual furniture with unique and fashionable styling, while the older population prefers more conventional furniture. Age is often a determining factor for consumer preferences in terms of furniture and home decor purchasing. Also, there seems to be a direct correlation between household size as well as income, and the amount spent on furniture. Repair and renovation markets also make up a significant portion of furniture purchases made in Canada. Furthermore, homeowners tend to spend more money on furniture than those who rent. Equally important to note is that, as revenues increase for companies, new opportunities emerge, and businesses continue to expand, commercial demand for furniture is on the constant rise.

Some of the main consumers for office and institutional furnishings are private sector companies, government bodies, home office consumers, academic institutions, religious and social institutions. Demand growth will be the highest in large urban centers where population concentration continues to increase. Future household furniture demand will also be influenced by changes in lifestyles and values. Demand for household furniture is expected to increase in the long- term as consumers' interest in home enhancement reaches a greater level of importance. In particular, this trend is reflected in the growing popularity of home entertainment, fitness as well as comfort.

Our Strategy and Implementation

We focus on providing good valued products to consumers with outstanding service. Customization of orders and specialization of services will create a competitive advantage. We are developing a network of outside sales channels in order to maintain a low overhead cost.

The primary strategy that we will employ is utilizing our existing network of contacts and developed interpersonal skills to generate business. Secondly, the company’s flexible structure and management will allow us to maintain our market position as being up-to-date and fashionably aware.

Years of operation have allowed us to establish strong relations with both previous suppliers and buyers. These relationships will help us to grow and evolve in the future furniture market.

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Competitive Edge

We believe our business strategy will allow us to position ourselves to be a prominent provider of furniture in Calgary. Our business model is differentiated in several key respects from those of traditional retailers. One significant difference is the management’s extensive business network, which allows us to gain an advantage in promoting our product and achieving market exposure. We will take a selective approach to product sourcing, and all products will have to meet a desired quality standard before they are selected for inclusion in the product line. We seek to be a leader in identifying and selling products that are unique and not readily available to other retailers. Existing working relationships with suppliers and manufacturers will give us a competitive advantage in that the management will be provided with better service, in-depth product information, and most of all the ability to represent and carry their products at a lower cost. We believe that our merchandising approach will deliver attractive gross margins and returns on capital.

Marketing Strategy

The following sections illuminate our pricing, promotion and distribution strategies.

Pricing Strategy

We will have on average a target of 30% gross margin on all of the furniture we will sell. Since we are offering a good value product with unique styles, our target market will not be as price sensitive in contrast to other segments. Consumers will make purchases based on the uniqueness and quality of the furniture rather than on the basis of price. Prices will vary according to client requests and orders, while product margins will remain relatively constant.

Promotion Strategy

Promotion will initially depend on strong public relations which will successfully foster long-term relationships with clients. Versatile interpersonal skills will ensure good customer service and product quality and over time will result in a reputable company image. We will then begin to focus on other forms of promotion, such as advertising in newspapers, flyers, community newsletters, and bulletin boards, as well as make appearances in trade shows and special events. Regardless, public relations will always maintain itself as the core to our promotion strategy.

Distribution Strategy

We plan to distribute our products to the consumer mainly through our showcase locations. The local monthly auctions serve as another outlet in which we will be able to supply our furnishings. Clients will also have the opportunity to place specific orders for particular products, which will then be ordered directly from the manufacturers. Our management will use our experience to effectively coordinate logistics and ship our goods from China.

Target Market Segment Strategy

We will continue to offer our existing products and actively respond to any further purchases and orders from previous clients. We will also use these existing relationships to promote our oncoming furniture line. Through the existing client network, we will aim to develop further business by introducing our office/institutional furnishings.

We plan to market our furniture products locally in Calgary through our existing network of contacts, as well as traditional sources such as newspaper advertising, telephone directories, and flyers. Most importantly, we will operate on a person-to-person basis and will promote us through public relations to attract additional customers. We will also focus on new homeowners and people upgrading their current furnishings to offer our products.

The furniture industry, particularly the home improvement segment, is growing at a steady pace. With an increase in development in the Calgary area, coupled with rising incomes, potential furniture buyers are willing to spend higher amounts on new furnishings. This is because consumers can make their homes look more appealing—and hence feel

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good about themselves.

Initially, to limit the amount of committed capital, we will focus in maintaining a low inventory of good value and uniquely styled furniture with the intent to produce high margins.

Employees

The current management consists of Pui Shan Lam, the founder of our company and SWAV Holdings, Thomas Chan, Chief Financial Officer, Secretary and a director of SWAV Enterprises, and a business associate who has many years of experience in the auction market. This management team is supported by 3 associates and part-time staffs. The management of the company will focus their attention in developing the sale channels and sourcing of products while the many administrative functions will be handled by part-time staffs.

MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Overview

The following discussion should be read in conjunction with audited financial statements of our company and SWAV Holdings, our wholly owned subsidiary, and unaudited consolidated financial statements of our company and the related notes that appear elsewhere in this registration statement and prospectus. Because we were only recently incorporated in March 2007 and we acquired SWAV Holdings on April 1, 2007, we are providing the audited financial statements of SWAV Holdings for its fiscal year ended May 31, 2006 and its 10-month transitional fiscal year from June 1, 2006 to March 31, 2007. We also included the audited financial statements of our company for the fiscal year from March 20, 2007 (date of inception) to March 31, 2007, which also included pro forma consolidated financial statements giving effect to the share exchange between our company and SWAV Holdings as if it took place June 1, 2006. The audited financial statements of SWAV Holdings report financial information for its fiscal year ended May 31, 2006 and its 10-month transitional fiscal year ended March 31, 2007 because SWAV Holdings changed its fiscal year end from May 31 to March 31 in 2007. Finally, we included the unaudited consolidated financial statements of our company for the three months ended June 30, 2007.

The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this registration statement and prospectus, particularly in the section entitled “Risk Factors” beginning on page 6.

The audited financial statements of our company and SWAV Holdings and our unaudited consolidated financial statements are stated in U.S. dollars and are prepared in accordance with United States generally accepted accounting principles.

Plan of Operations

The importance of future planning is to outline and demonstrate our direction. If a clear and concise objective is projected, then the management can easily gauge how successful their performance is. The following takes a look at our short term, medium term, and long term goals as well as the strategies we will pursue.

Short Term Goals

In the next several months, we plan to begin the sale of furniture in the Calgary and surrounding areas. Raising brand awareness and building a quality reputation as a local furniture retailer is an objective we aim to achieve during this initial period. Long term relationships with Chinese manufacturers and transport companies will allow us to streamline our current and future operations. This will also reduce the carrying costs and fees associated with purchasing and importing products from China. This will all be conducted with the intent to produce greater profit margins. It is essential that we correctly position ourselves in preparation for future growth and opportunities.

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Medium Term Goals

After we have streamlined our operations and have established a solid business foundation in the Calgary and surrounding areas, we believe we will be ready for additional expansion in the next 12 months. We plan look to expand into other markets in Western Canada where our products will make an impact. One of the benefits will be a larger potential market for our products. We will also benefit from economies of scale, which will produce greater profit margins on the furniture we sell.

Long Term Goals

Our long term strategy will be to build and improve upon our previous actions and decisions. We plan to expand from Western Canada into Eastern Canada. The economies of scale will further improve our competitiveness. At this point we anticipate to have a well established track record and to be able to go to the capital markets to finance our growth. Acquisition of independent furniture retailers in our area of expansion will establish us more rapidly in new market areas and opportunities. If we have the access to financial markets, we will be much more prepared to take on the role of being an national furniture retailer.

Financial Plan

Our operations are currently being supported by cash flow, existing capital within our company, and financial support from the management if necessary. This keeps the initial growth at a manageable pace and at the same time allows the management to maintain good control over the company. We may also utilize our established relationship with our banker for a source of funding when needed.

For the time being we plan to limit the size of our inventory and capital requirement, and import furniture products based on our forecasted demand as well as specific client orders. Once we have established a strong foundation in the Calgary regional furniture market, further financing will be pursued in order to support our next phase of expansion; across Canada. This additional financing will be sought through public capital markets, private investment funds, and private investors. Future access to capital markets will also give us positive exposure and recognition and allow us to achieve our desired outward expansion across Canada.

Key Financial Indicators

While we do not have the ability to raise funds through capital markets yet, we plan on:

keeping a low inventory turnover ratio to avoid tying up larger capital in inventory that can cause cash flow problems;
maintaining healthy margins; and
continuing to use outside marketing and distribution channels as well as supporting staff.

Results of Operations

Three Months Ended June 30, 2007

During three months ended June 30, 2007, we generated $1,830 in revenue. This revenue was generated from sales of gift products through various stores and also an auction house in Calgary, Canada. The cost of sales of $1,790 includes the total cost of goods purchased during the period. The cost of sales includes the cost of purchased goods, transportation, import duty, custom tax, etc.

During three months ended June 30, 2007, our operating expenses totaled $21,667. It included administration fees of $3,647, incorporation costs of $1,368, office and general expenses of $668, professional fees of $8,507, rent of $2,941, travel and promotion expenses of $2,648 and wages of $1,888.

We incurred a net loss of $21,627 for three months ended June 30, 2007.

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10 Month Transitional Fiscal Year Ended March 31, 2007 Compared to Fiscal Year Ended May 31, 2006

During the 10-month transitional fiscal year ended March 31, 2007, SWAV Holdings generated $18,802 in revenue, compared to $18,764 in revenue for the fiscal year ended May 31, 2006. The revenue of $18,802 during the 10-month transitional fiscal year ended March 31, 2007 was generated from sales of gift products of $7,631 and consulting revenue of $11,171, while the revenue of $18,764 for the fiscal year ended May 31, 2006 was generated from sales of gift products of $41 and consulting revenue of $18,723. Sales of gift products were carried out principally through various stores in Calgary, Canada and through an auction house in Calgary, Canada. In addition to the sales of gift products, we also provided consulting services to other companies who carry out various projects in China during these two years. The consulting services provided include the introduction of clients from China to a Canadian company and assisting this company in executing its projects in China. During the fiscal year of ended May 31, 2006, we had temporarily reduced our activities in the sales of gift products and focused principally in providing consulting services. For the 10-month transitional fiscal year ended March 31, 2007, we returned to do sales of gift products and reduced our activities in consulting services.

During the 10-month transitional fiscal year ended March 31, 2007, the cost of sales incurred by SWAV Holdings on the orders was $16,278. The cost of sales included the cost of the purchased goods, transportation, import duty, custom tax, write down of the inventory, etc. SWAV Holdings did not incur any cost of sales during the fiscal year ended May 31, 2006 because we had reduced our activities in the sales of gift products and focused our effort principally in the consulting business.

During the 10-month transitional fiscal year ended March 31, 2007, the total operating expenses of SWAV Holdings were $19,193 compared to the total operating expenses of $8,075. The principal components of the increase in the expenses of SWAV Holdings included higher office and general expenses, higher rent and higher selling and promotion expenses. The office and general expenses, rent and selling and promotion expenses of SWAV Holdings during the 10-month transitional fiscal year ended March 31, 2007 were $6,863, $7,063 and $4,391 compared to $2,411, $1,469 and $3,046 during the fiscal year ended May 31, 2006, respectively. The higher expenses in the 10-month transitional fiscal year ended March 31, 2007 was mainly due to the company reactivating its gift products business and also its effort in developing its furniture business.

SWAV Holdings incurred a net loss of $16,669 for the 10-month transitional fiscal year ended March 31, 2007 compared to a net income of $10,689 for the fiscal year ended May 31, 2006.

Capital Resource Requirements

As of June 30, 2007, we had working capital of $49,225. Our ongoing operating expenses and working capital requirements for the next twelve months are broken down as follows:

Estimated Expenses for the Next Twelve Month Period
Operating expenses
Accounting and Legal	$	20,000
Annual Return	$	300
Auto Expenses	$	500
Business Entertainment	$	1,000
Bank Charges and Interest	$	1,000
Donation	$	0
Administrative	$	10,000
Office Supplies	$	1,000
Printing and Stationery	$	500

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Operating expenses
Rental	$	8,400
Telephone	$	1,200
Total	$	43,900

Financial Condition, Liquidity and Capital Resources

As of June 30, 2007, we had working capital of $49,225. As of June 30, 2007, our total current assets were $55,759, which consisted of cash and cash equivalents of $39,634 and prepaid expense of $16,125, and our total current liabilities were $6,534.

Management believes that our company’s cash will be sufficient to meet our working capital requirements for the next twelve month period. Should this prove not to be the case, our company plans to raise the capital required to satisfy our immediate short-term needs and additional capital required to meet our estimated funding requirements for the next twelve months primarily through the private placement of our equity securities. There is no assurance that our company will be able to obtain further funds required for our continued working capital requirements.

There is substantial doubt about our ability to continue as a going concern as the continuation of our business is dependent upon the continued financial support from our shareholders, our ability to obtain necessary equity financing to continue operations, and achieving a profitable level of operations. The issuance of additional equity securities by us could result in a significant dilution in the equity interests of our current stockholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.

Due to the uncertainty of our ability to meet our current operating and capital expenses, in their report on our audited financial statements for the period from March 20, 2007 (date of inception) to March 31, 2007, our independent auditors included an explanatory paragraph regarding substantial doubt about our ability to continue as a going concern. Our financial statements contain additional note disclosures describing the circumstances that led to this disclosure by our independent auditors.

On May 4, 2007, we issued an aggregate of 2,500,000 common shares to the selling security holders at an offering price of $0.03 per share for gross offering proceeds of $75,000 in an offshore transaction relying on Rule 903 of Regulation S of the Securities Act of 1933 . The proceeds will be used for working capital. We issued all of the 2,500,000 common shares to a non U.S. person (as that term is defined in Regulation S of the Securities Act of 1933) in an offshore transaction relying on Regulation S and/or Section 4(2) of the Securities Act of 1933.

Off-Balance Sheet Arrangements

As of October 12, 2007, 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.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Other than as listed below, we have not been a party to any transaction, proposed transaction, or series of transactions in which, to our knowledge, any of our directors, officers, five percent beneficial security holder, or any member of the immediate family of the foregoing persons has had or will have a direct or indirect material interest.

During the three month period ended June 30, 2007, Pui Shan Lam, the president and founder of SWAV Holdings, received $729 from SWAV Holdings for providing storage space and a net wage of $1,888 for providing management services for the company.

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MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

There is currently no trading market for our common stock. We do not have any common stock subject to outstanding options or warrants and there are no securities outstanding that are convertible into our common stock. None of our issued and outstanding common stock is eligible for sale pursuant to Rule 144 under the Securities Act of 1933 . Rule 144, as currently in effect, allows a person who has beneficially owned shares of a company’s common stock for at least one year to sell within any three month period a number of shares that does not exceed the greater of:

(1) 1% of the number of shares of the subject company’s common stock then outstanding which, in our case, will equal approximately 114,000 shares as of the date of this prospectus; or

(2) the average weekly trading volume of the subject company’s common stock during the four calendar weeks preceding the filing of a notice on form 144 with respect to the sale.

Sales under Rule 144 are also subject to manner of sale provisions and notice requirements and to the availability of current public information about the subject company.

Under Rule 144(k), a person who is not one of the subject company’s affiliates at any time during the three months preceding a sale, and who has beneficially owned the shares proposed to be sold for at least two years, is entitled to sell shares without complying with the manner of sale, public information, volume limitation or notice provisions of Rule 144.

As of the date of this prospectus, persons who are our affiliates hold 8,900,000 shares of our common stock that may be sold pursuant to Rule 144 after April 1, 2008. Rule 144 applies to the 8,900,000 shares of our common stock except that subparagraph (k) of Rule 144 states that all shares owned by affiliates will continue to be subject to the resale limitations imposed by Rule 144 for so long as the shareholder remains an affiliate of our company. Three months after such persons cease to be affiliates of our company, sales may be made after the two year period from the issue date without 144 limitations under Rule 144(k).

We are registering 2,500,000 shares of our common stock under the Securities Act of 1933 for sale by the selling securities holders named in this prospectus. There are currently 53 holders of record of our common stock.

We have not declared any dividends on our common stock since the inception of our company. There is no restriction in our Articles of Incorporation and Bylaws that will limit our ability to pay dividends on our common stock. However, we do not anticipate declaring and paying dividends to our shareholders in the near future.

Shares of our common stock are subject to rules adopted by the Securities and Exchange Commission that regulate broker-dealer practices in connection with transactions in “penny stocks”. “Penny stock” is defined to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. If we establish a trading market for our common stock, our common stock will most likely be covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and “accredited investors.” The term “accredited investor” refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standarized risk disclosure document in a form prepared by the Securities and Exchange Commission which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer’s account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer’s confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules the broker-dealer must make a special written determination that the penny stock is a suitable investment for the

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purchaser and receive the purchaser’s written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities.

EXECUTIVE COMPENSATION

Executive Compensation

The particulars of compensation paid to the following persons:

(a)	our principal executive officer;

(b)	each of our two most highly compensated executive officers who were serving as executive officers at the end of the year ended March 31, 2007; and

(c)	up to two additional individuals for whom disclosure would have been provided under (b) but for the fact that the individual was not serving as our executive officer at the end of the year ended March 31, 2007,

who we will collectively refer to as our named executive officers, of our company for the years ended March 31, 2007 and 2006, are set out in the following summary compensation table, except that no disclosure is provided for any named executive officer, other than our principal executive officers, whose total compensation does not exceed $100,000 for the respective fiscal year:

SUMMARY COMPENSATION TABLE
Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compensati on ($)	Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)	All Other Compensation ($)	Total ($)
Pui Shan Lam President, Chief Executive Officer and Director	2007 2006	Nil N/A	Nil N/A	Nil N/A	Nil N/A	Nil N/A	Nil N/A	Nil N/A	Nil N/A
Thomas Chan Chief Financial Officer, Secretary and Director	2007 2006	N/A N/A	N/A N/A	N/A N/A	N/A N/A	N/A N/A	N/A N/A	N/A N/A	N/A N/A

(1)	Miss Lam became our President, Chief Executive Officer and a director on March 20, 2007.
(2)	Mr. Chan became our Chief Financial Officer, Secretary and a director on April 25, 2007.

We have not entered into written employment agreements with our directors and officers.

There are no arrangements or plans in which we provide pension, retirement or similar benefits for our directors or officers. We do not have any material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or officers, except that stock options may be granted at the discretion of our board of directors in the future.

We have no plans or arrangements in respect of remuneration received or that may be received by the officers to compensate such officers in the event of termination of employment (as a result of resignation, retirement, change of control) or a change of responsibilities following a change of control.

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Outstanding Equity Awards at Fiscal Year-End

As at October 12, 2007, we had not adopted any equity compensation plan and no stock, options, or other equity securities were awarded to our principal executive officer or two other most highly compensated executive officers.

Director Compensation

Directors of our company may be paid for their expenses incurred in attending each meeting of the directors. In addition to expenses, directors may be paid a sum for attending each meeting of the directors or may receive a stated salary as director. No payment precludes any director from serving our company in any other capacity and being compensated for such service. Members of special or standing committees may be allowed similar reimbursement and compensation for attending committee meetings. During the year ended March 31, 2007, we did not pay any compensation or grant any stock options to our directors.

REPORTS TO SECURITY HOLDERS

We are not required to deliver an annual report to our stockholders but will voluntarily send an annual report, together with our annual audited financial statements. Any Securities and Exchange Commission filings that we do file will be available to the public over the internet at the SEC's website at http://www.sec.gov.

The public may read and copy any materials filed by us with the SEC at the SEC's Public Reference Room at 100 F Street, NE, Washington DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. We are an electronic filer. The SEC maintains an internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. The internet address of the site is http://www.sec.gov.

WHERE YOU CAN FIND MORE INFORMATION

We are currently not required to file annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission. We plan to have our common stock quoted on the OTC Bulletin Board following the effectiveness of this registration statement of which this prospectus forms a part. If that happens, we will be required to file annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission. Our Securities and Exchange Commission filings will be available to the public over the internet at the SEC's website at http://www.sec.gov.

You may read and copy any materials that we file with the Securities and Exchange Commission at the SEC's public reference room at 100 F Street NE, Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference rooms.

We have filed with the Securities and Exchange Commission a registration statement on Form SB-2, under the Securities Act with respect to the securities offered under this prospectus. This prospectus, which forms a part of that registration statement, does not contain all information included in the registration statement. Certain information is omitted and you should refer to the registration statement and its exhibits. Our filings and the registration statement can also be reviewed by accessing the SEC's website at http://www.sec.gov.

No finder, dealer, sales person or other person has been authorized to give any information or to make any representation in connection with this offering other than those contained in this prospectus and, if given or made, such information or representation must not be relied upon as having been authorized by our company. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any of the securities offered hereby by anyone in any jurisdiction in which such offer or solicitation is not authorized or in which the person making such offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make such offer or solicitation.

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FINANCIAL STATEMENTS

The financial statements of our company and SWAV Holdings are stated in U.S. dollars and are prepared in conformity with generally accepted accounting principles of the United States.

The following consolidated financial statements pertaining to our company are filed as part of this registration statement:

SWAV Enterprises Ltd. for the Period from March 20, 2007 (Date of Inception) to March 31, 2007 (Audited)
Report of Independent Registered Accounting Firm	33
Balance Sheet	34
Statement of Operations	35
Statement of Cash Flows	36
Statement of Stockholders’ Equity	37
Notes to the Financial Statements	38-43
SWAV Holdings Inc. for the Years Ended March 31, 2007 (10 Months) and May 31, 2006 (Audited)
Report of Independent Registered Accounting Firm	45
Balance Sheet	46
Statement of Operations	47
Statement of Cash Flows	48
Statement of Stockholders’ Equity	49
Notes to the Financial Statements	50-53
SWAV Enterprises Ltd. for the Three Months Ended June 30, 2007 and the One Month Ended June 30, 2006
(Unaudited)
Consolidated Balance Sheet	55
Consolidated Statement of Operations	56
Consolidated Statement of Cash Flows	57
Notes to the Consolidated Financial Statements	58-59

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SWAV ENTERPRISES LTD.

(A Development Stage Company)

FINANCIAL STATEMENTS

March 31, 2007

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K. R. M ARGETSON L TD .

C HARTERED A CCOUNTANT

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders,
Swav Enterprises Ltd.

We have audited the accompanying balance sheet of Swav Enterprises Ltd. (a Development Stage Company) as of March 31, 2007 and the related statements of operations, stockholders' deficit and cash flows for the period from March 20, 2007 (Date of Inception) to March 31, 2007. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States of America). Those standards require that we plan and perform an audit to obtain reasonable assurance whether the financial statements are free of material misstatement. An audit includes examining on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, these financial statements present fairly, in all material respects, the financial position of the Company as of March 31, 2007 and the results of its operations and its cash flows for period from March 20, 2007 (Date of Inception) to March 31, 2007 in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared using accounting principles generally accepted in the Unites States of America assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company is a development stage company and has yet to commence operations, which raises substantial doubt about its ability to continue as a going concern. Management’s plans in regard to their planned financing and other matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

North Vancouver, Canada	*“K R. M* *ARGETSON* L TD .”
September 6, 2007	Chartered Accountant



331 EAST 5 ^TH STREET	TELEPHONE: 778-338-8049
NORTH VANCOUVER BC V7L 1M1	FACSIMILE: 778-338-8055
CANADA	E-MAIL: keith@krmargetson.com

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SWAV ENTERPRISES LTD.

(A Development Stage Company)

BALANCE SHEET

March 31, 2007

ASSETS
Current
Prepaid expenses	$	2,602
Total Assets	$	2,602

LIABILITIES
Current
Accounts payable and accrued liabilities	$	867
Advance from related party – Note 3		2,602
Total Liabilities		3,469
STOCKHOLDERS’ DEFICIT
Capital Stock
Authorized:
25,000,000 common shares with a par value of $.001
No shares issued and outstanding		--
Accumulated deficit		(867	)
Total Stockholders’ Deficit		(867	)
Total Liabilities and Stockholders’ Deficit	$	2,602

Going Concern – Note 2

SEE ACCOMPANYING NOTES

- 35 -

SWAV ENTERPRISES LTD.

(A Development Stage Company)

STATEMENT OF OPERATIONS

for the period from March 20, 2007 (Date of Inception)

to March 31, 2007

		Accumulated for
		the period from
		March 20, 2007
		(Date of Inception) to
		March 31, 2007

Expenses
Professional fees	$	867


Net loss for the period	$	(867	)


Basic and fully diluted net loss per common share		Nil


Weighted average common shares outstanding		Nil

SEE ACCOMPANYING NOTES

- 36 -

SWAV ENTERPRISES LTD.

(A Development Stage Company)

STATEMENT OF CASH FLOWS

for the period from March 20, 2007 (Date of Inception)

to March 31, 2007

		Accumulated for
		the period from
		March 20, 2007
		(Date of Inception) to
		March 31, 2007

Operating Activities
Net loss for the period	$	(867	)
Cash provided by (used in) changes in operating assets and liabilities
Prepaid expenses		(2,602	)
Accounts payable and accrued liabilities		867
Net cash provided by (used in) Operating Activities		(2,602	)

Financing Activities
Advance from related party		2,602

Net cash provided by Financing Activities		2,602

Change in cash and cash equivalents during the period		--
Cash and cash equivalents, beginning of the period		--

Cash and cash equivalents, end of the period	$	--


Supplemented disclosure of cash flow information:
Cash paid for:

Interest	$	--

Income taxes	$	--

SEE ACCOMPANYING NOTES

- 37 -

SWAV ENTERPRISES LTD.

(A Development Stage Company)

STATEMENT OF STOCKHOLDERS’ DEFICIT

for the period from March 20, 2007

(Date of Inception)

to March 31, 2007

					Additional
	Common Stock				Paid-in		Accumulated
	Shares		Amount		Capital		Deficit			Total


Balance, March 20, 2007	---	$	---	$	---	$	---		$	---

Net loss for the period ended
March 31, 2007	---		---		---		(867	)		(867	)

Balance, March 31, 2007		$	---	$	---	$	(867	)	$	(867	)

SEE ACCOMPANYING NOTES

- 38 -

SWAV ENTERPRISES LTD.

(A Development Stage Company)

NOTES TO THE FINANCIAL STATEMENTS

March 31, 2007

Note 1	Operations

	The Company was incorporated in the State of Nevada on March 20, 2007 and did not have any operations from then until March 31, 2007.

	The Company has adopted March 31 as its fiscal year end.

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 representations of the Company’s management, which is responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the U.S. and have been consistently applied in the preparation of the financial statements.

	Accounting Methods

	The Company’s financial statements are prepared using 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 is in the development stage as of March 31, 2007 and to date has had no significant operations. The Company has accumulated a deficit of $867 since inception, has yet to achieve profitable operations, raising substantial doubt about the Company’s ability to continue as a going concern. The successful completion of the Company’s development program is dependent upon the ability of the Company to generate profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. 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. Management anticipates that additional funding will be in the form of equity financing from the sale of common stock. Management may also seek to obtain short-term loans from the directors of the Company.

	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 amounts reported in the financial statements and accompanying disclosures. Although these estimates are based on management's best knowledge of current events and actions the Company may undertake in the future, actual results may ultimately differ from the estimates. Management believes such estimates to be reasonable.

- 39 -

Swav Enterprises Ltd.

(A Development Stage Company)

Notes to the Financial Statements

March 31, 2007

Note 2

Summary of Significant Accounting Policies – (cont’d)

Cash Equivalents

Cash equivalents are defined as highly liquid securities with maturities of three months or less.

Foreign currency translation

The functional currency of the Company is Canadian dollars (“C$”). The Company maintains its financial statements in the functional currency. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency at rates of exchange prevailing at the balance sheet dates. Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchanges rates prevailing at the dates of the transaction. Exchange gains or losses arising from foreign currency transactions are included in the determination of net income for the respective periods.

For financial reporting purposes, the financial statements of the Company which are prepared using the functional currency have been translated into United States dollars. Assets and liabilities are translated at the exchange rates at the balance sheet dates and revenue and expenses are translated at the average exchange rates and stockholders’ equity is 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.

Year end and average US$: C$ exchange rate - $1.1529

Basic and Diluted Loss Per Share

The Company reports basic loss per share in accordance with Statement of Financial Accounting Standards No. 128, “Earnings Per Share” and International Accounting Standards IAS 33. Basic loss per share is computed using the weighted average number of shares outstanding during the period (year). Diluted earning’s per share includes the potentially dilutive effect of outstanding common stock options and warrants which are convertible to common shares.

Income Taxes

The Company follows Statement of Financial Accounting Standards No. 109, “Accounting for Income Taxes” (“FAS 109”) which requires the use of the asset and liability method of accounting for income taxes. Under the asset and liability method of FAS 109, deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statements carrying amounts of existing assets and liabilities and loss carryforwards and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the year in which those temporary differences are expected to be recovered or settled.

- 40 -

Swav Enterprises Ltd.

(A Development Stage Company)

Notes to the Financial Statements

March 31, 2007

Note 2

Summary of Significant Accounting Policies – (cont’d)

Financial Instruments

The carrying value of the Company’s financial instruments, consisting of cash and cash equivalents, accounts payable and accrued liabilities and related party payable, approximate their fair value due to the short-term maturity of such 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.

Currency Risks

The Company incurs expenditures in Canadian dollars. Consequently, some assets and liabilities are exposed to Canadian dollar foreign currency fluctuations. As at March 31, 2007, prepaid expenses, accounts payable and accrued charges and advances from related party were all denominated in Canadian dollars.

Derivative Instruments

The Financial Accounting Standards Board issued Statement of Financial Accounting Standards (“SFAS”) No. 133, “Accounting for Derivative Instruments and Hedging Activities,” as amended by SFAS No. 137, “Accounting for Derivative Instruments and Hedging Activities – Deferral of the Effective Date of FASB No. 133”, SFAS No. 138, “Accounting for Certain Derivative Instruments and Certain Hedging Activities”, and SFAS No. 149, “Amendment of Statement 133 on Derivative Instruments and Hedging Activities”, which is effective for the Company as of its inception. These statements establish accounting and reporting standards for derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging activities. They require that an entity recognize all derivatives as either assets or liabilities in the balance sheet and measure those instruments at fair value.

If certain conditions are met, a derivative may be specifically designated as a hedge, the objective of which is to match the timing of gain or loss recognition on the hedging derivative with the recognition of (i) the changes in the fair value of the hedged asset or liability that are attributable to the hedged risk or (ii) the earnings effect of the hedged forecasted transaction. For a derivative not designated as a hedging instrument, the gain or loss is recognized in income in the period of change. The Company has not entered into derivatives contracts to hedge existing risks or for speculative purposes.

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.

- 41 -

Swav Enterprises Ltd.

(A Development Stage Company)

Notes to the Financial Statements

March 31, 2007

Note 3

Related Party Transactions

Advance from related party represent amounts owing to a company with common management. The advances are unsecured, non-interest bearing and have no specific terms for repayment.

Note 4

Events Subsequent to the Year End

On April 1, 2007, the Company entered into an agreement to acquire 100% of the outstanding common shares of Swav Holdings Inc., a related company with common management. The Company issued an aggregate of 8,900,000 authorized but heretofore unissued shares of common stock, par value $.001 per share. This transaction closed on April 1, 2007. For accounting purposes, the acquisition has been treated as a recapitalization of Swav Holdings Inc. with Swav Holdings Inc as the acquirer (reverse take-over). Accordingly, it is a capital transaction with no consideration attached to goodwill. The historical financial information giving effect to the transaction as if it took place June 1, 2006 is as follows:

SWAV ENTERPRISES LTD.

PRO FORMA CONSOLIDATED CONDENSED BALANCE SHEET

MARCH 31, 2007

		Historical		Historical			Consolidated
		Swav		Swav	Pro Forma		Condensed
		Holdings Inc		Enterprises Ltd.	Adjustments		Pro Forma

ASSETS
Current
Cash and cash
equivalents	$	418	$	--		$	418
Due from related party		2,602		--	(2,602) (1)		--
Prepaid expenses				2,602	(2,602) (3)		--

Total Assets	$	3,020		2,602		$	418


LIABILITIES
Current				--
Accounts payable and
accrued liabilities	$	832	$	867		$	1,699
Advance from related
party		--		2602	(2,602) (1)		--

Total Liabilities		832		3,469			1,699

- 42 -

Swav Enterprises Ltd.

(A Development Stage Company)

Notes to the Financial Statements

March 31, 2007

Note 4

Events Subsequent to the Year End - (cont’d)

STOCKHOLDERS’ EQUITY (DEFICIT)

Common stock		76,100			--		(67,200) (2)		8,900
Additional paid in capital							67,200(2)		66,782
							(418) (3)
Accumulated other
comprehensive loss		(12,242	)						(12,242	)
Accumulated deficit		(61,670	)		(867	)	(2,184) (3)		(64,720	)

Total Stockholders’ Equity
(Deficit)		2,188			(867	)			(1,281	)

Total Liabilities and Stock-
holders’ Equity (Deficit)	$	3,020		$	2,602			$	418

(1) To eliminate contra balances.
(2) To record the issuance of 8,900,000 of $.001 par value shares of Swav Enterprises Ltd. stock in exchange for the outstanding common shares of Swav Holdings Inc.
(3) To account for the prepayment of professional fees as part of the share exchange transaction.

SWAV ENTERPRISES LTD.

PRO FORMA CONSOLIDATED CONDENSED INCOME STATEMENT

YEAR ENDED MARCH 31, 2007

		Historical		Historical			Consolidated
		Swav		Swav	Pro Forma		Condensed
		Holdings Inc		Enterprises Ltd.	Adjustments		Pro Forma
Sales	$	7,631		--		$	7,631
Cost of sales		16,278		--			16,278
Gross loss		(8,647	)	--			(8,647	)
Consulting revenue		11,171		--			11,171
Income before operating expenses		2,524		--			2,524

- 43 -

Swav Enterprises Ltd.

(A Development Stage Company)

Notes to the Financial Statements

March 31, 2007

Note 4

Events Subsequent to the Year End – (cont’d)

Expenses
General and administrative		6,863			--				6,863
Professional fees		876			867				1,743
Rent		7,063							7,063
Travel and promotion		4,391			--				4,391
Professional expenses related to
share Exchange		--			--		2,184(3)		2,184

		19,193			867				22,244

Net loss	$	(16,669	)	$	(867	)		$	(19,720	)



Basic and diluted (loss) per share	$	(10.65	)	$	--			$	--


Weighted average number of shares
outstanding		1,001			--				8,900,000

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

- 44 -

SWAV HOLDINGS INC.

FINANCIAL STATEMENTS

March 31, 2007 and May 31, 2006

- 45 -

K. R. M ARGETSON L TD .
C HARTERED A CCOUNTANT

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders,
Swav Holdings Inc.

We have audited the accompanying balance sheets of Swav Holdings Inc. as of March 31, 2007 and May 31, 2006 and the related statements of operations, stockholders' equity and cash flows for the years ended March 31, 2007 and May 31, 2006. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States of America). Those standards require that we plan and perform an audit to obtain reasonable assurance whether the financial statements are free of material misstatement. An audit includes examining on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, these financial statements present fairly, in all material respects, the financial position of the Company as of March 31, 2007 and May 31, 2006 and the results of its operations and its cash flows for the years ended March 31, 2007 and May 31, 2006 in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared using accounting principles generally accepted in the Unites States of America assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has incurred substantial losses, which raises substantial doubt about its ability to continue as a going concern. Management’s plans in regard to their planned financing and other matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

North Vancouver, Canada	*“K R. M* *ARGETSON* L TD .”
September 6, 2007	Chartered Accountant

331 East 5 ^th Street	TELEPHONE: 778-338-8049
North Vancouver, BC V7L 1M1	FACSIMILE: 778-338-8055
CANADA	E-MAIL: keith@krmargetson.com

- 46 -

SWAV HOLDINGS INC.

BALANCE SHEETS

March 31, 2007 and May 31, 2006

ASSETS
		March 31			May 31
		2007			2006
Current
Cash and cash equivalents	$	418		$	300
Advance to related party – Note 5		2,602			--

Total Assets	$	3,020		$	300


LIABILITIES
Current
Accounts payable and accrued liabilities	$	832		$	245
Due to related party – Note 5		--			59,406

Total Liabilities		832			59,651


STOCKHOLDERS’ EQUITY (DEFICIT)
Capital Stock – Note 3
Common stock: unlimited authorized shares, without par value
Class “A” and “B” voting, participating common shares
Class “C,” “D,” “E” and “F” non-voting, participating
common shares
Class “G” voting non-cumulative, redeemable, retractable
preferred shares
Class “H” non-voting, non-cumulative, redeemable, retractable
preferred shares
1,488.33 Class ‘A’ shares issued and outstanding
(1,000 in 2006)		76,100			638
Accumulated other comprehensive loss		(12,242	)		(14,988	)
Accumulated deficit		(61,670	)		(45,001	)

Total Stockholders’ Equity (Deficit)		2,188			(59,351	)

Total Liabilities and Stockholders’ Equity (Deficit)	$	3,020		$	300

Going Concern – Note 2

SEE ACCOMPANYING NOTES

- 47 -

SWAV HOLDINGS INC.

STATEMENTS OF OPERATIONS and COMPREHENSIVE LOSS

for the years ended March 31, 2007 (10 months) and

May 31, 2006

		Year
		(10 months)			Year ended
		Ended			May 31
		March 31			2006
		2007

Sales	$	7,631		$	41

Cost of sales		16,278			--

Gross profit (loss)		(8,647	)		41
Consulting revenue		11,171			18,723

Income before operating expenses		2,524			18,764


Expenses
Office and general		6,863			2,411
Professional fees		876			1,149
Rent		7,063			1,469
Selling and promotion		4,391			3,046

		19,193			8,075

Net income (loss) for the year		(16,669	)		10,689
Other comprehensive income (loss)
Foreign currency adjustment		2,746			(7,680	)

Comprehensive income (loss)	$	(13,923	)	$	3,009




Basic and diluted income (loss) per share	$	(16.65	)	$	10.69

Weighted average number of shares outstanding		1,001			1,000

SEE ACCOMPANYING NOTES

- 48 -

SWAV HOLDINGS INC.

STATEMENTS OF CASH FLOWS

for the years ended March 31, 2007 (10 months) and

May 31, 2006

		Year
		(10 months)			Year ended
		Ended			May 31
		March 31			2006
		2007
Operating Activities
Net income (loss) for the year	$	(16,669	)	$	10,689
Changes in non-cash working capital balances consist of:
Accounts payable and accrued liabilities		587			95

Net cash provided by (used in) operating Activities		(16,082	)		10,784

Financing Activities
Increase (decrease) in related party liability		16,056			(4,414	)
Increase in related party receivable		(2,602	)		--

Net cash provided by (used in) financing Activities		13,454			(4,414	)

Foreign exchange translation		2,746			(7,680	)

Increase (decrease) in cash and cash equivalents during the year		118			(1,310	)
Cash and cash equivalents, beginning of the year		300			1,610

Cash and cash equivalents, end of the year	$	418		$	300


Supplemented disclosure of cash flow information:

Non-cash Financing Activities
Issue of common shares for debt to related party	$	75,462			--

Cash paid for:

Interest	$	-		$	-

Income taxes	$	-		$	-

SEE ACCOMPANYING NOTES

- 49 -

SWAV HOLDINGS INC.

STATEMENT OF STOCKHOLDERS’ EQUITY

for the years ended March 31, 2007 and May 31, 2006

					Accumulated
	Note 1				Other
	Common Stock				Comprehensive			Accumulated
	Shares		Amount		Income (Loss)			Deficit			Total

Balance, May 31, 2005	1,000	$	638	$	(7,308	)	$	(55,690	)	$	(62,360	)
Net income for the year ended
May 31, 2006	-		-		-			10,689			10,689
Other comprehensive loss for
the year ended May 31, 2006	-		-		(7,680	)		-			(7,680	)

Balance, May 31, 2006	1,000	$	638	$	(14,988	)	$	(45,001	)	$	(59,351	)

Issue of shares for debt,
March 30, 2007	483.33		75,462								75,462
Net Loss for the year ended
March 31, 2007	-		-		-			(16,669	)		(16,669	)
Other comprehensive income for
the year ended March 31, 2007	-		-		2,746			-			2,746

Balance, March 31, 2007	1,483.33	$	76,100	$	(12,242	)	$	(61,670	)	$	2,188

SEE ACCOMPANYING NOTES

- 50 -

SWAV HOLDINGS INC.

NOTES TO THE FINANCIAL STATEMENTS

March 31, 2007 and May 31, 2006

Note 1

Corporate Information

The Company was incorporated on March 15, 2001 in Alberta, Canada, and commenced operations shortly thereafter. On June 12, 2001, the Company changed its name from Megafortune Trading Inc. to Swav Holdings Inc. The company provides management services and imports and wholesales Chinese manufactured goods.

The Company changed its fiscal year end from May 31 to March 31. Accordingly, the 2007 fiscal year end consists of the ten month period from June 1, 2006 to March 31, 2007.

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 representations of the Company’s management, which is responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the U.S. and have been consistently applied in the preparation of the financial statements.

Accounting Methods

The Company’s financial statements are prepared using 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 $73,912 as at March 31, 2007 and requires additional capital in order to remain a going concern. 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 its operations will generate additional funds and that it will be able to obtain additional capital primarily through the issue of shares and debt from outside investors and management.

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 Equivalents

Cash equivalents are defined as highly liquid securities with maturities of three months or less.

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 amounts reported in the financial statements and accompanying disclosures. Although these

- 51 -

Swav Holdings Inc.

Notes to the Financial Statements

March 31, 2007 and

May 31, 2006 – Page 2

Note 2

Summary of Significant Accounting Policies – (cont’d)

Use of Estimates – (cont’d)

estimates are based on management's best knowledge of current events and actions the Company may undertake in the future, actual results may ultimately differ from the estimates. Management believes such estimates to be reasonable.

Basic and Diluted Loss Per Share

The Company reports basic loss per share in accordance with Statement of Financial Accounting Standards No. 128, “Earnings Per Share” and International Accounting Standards IAS 33. Basic loss per share is computed using the weighted average number of shares outstanding during the year. Diluted earning’s per share includes the potentially dilutive effect of outstanding common stock options and warrants which are convertible to common shares.

Income Taxes

Financial Instruments

The carrying value of the Company’s financial instruments, consisting of cash and cash equivalents, accounts payable and accrued liabilities and advances to and from related parties approximate their fair value due to the short-term maturity of such 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.

Currency Risks

The Company incurs expenditures in Canadian dollars. Consequently, some assets and liabilities are exposed to Canadian dollar foreign currency fluctuations. As at March 31, 2007, cash, advances to related party and accounts payable and accrued charges were all denominated in Canadian dollars.

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.

- 52 -

Swav Holdings Inc.

Notes to the Financial Statements

March 31, 2007 and

May 31, 2006 – Page 3

Note 2

Summary of Significant Accounting Policies – (cont’d)

Comprehensive income

The Company has adopted SFAS 130, “Reporting Comprehensive Income”, which establishes standards for reporting and display of comprehensive income, its components and accumulated balances. Accumulated other comprehensive income represents the accumulated balance of foreign currency translation adjustments of the Company.

Foreign currency translation

	2007	2006
Year end C$ : US$ exchange rate	.86738	.90678
Average yearly C$ : US$ exchange rate	.87619	.85105

Recent Accounting Pronouncements

Note 3

Capital Stock

On March 30, 2007 the Company issued 483.33 shares in aggregate for $75,462 of debt. As at March 31, 2007, there were no shares subject to options, warrants or other agreements.

Note 4

Income Taxes

As at March 31, 2007, the Company had net deferred tax assets calculated at an expected rate of 32.1% of approximately $19,800 arising from approximate net operating loss carry forward of $61,700 for income tax purposes, which expire in the years from 2009 to 2027. As management of the Company cannot determine that it is more likely than not that the Company will realize the benefit of the net deferred tax asset, a valuation allowance equal to the net deferred tax asset has been

- 53 -

Swav Holdings Inc.

Notes to the Financial Statements

March 31, 2007 and

May 31, 2006 – Page 4

Note 4

Income Taxes – (cont’d)

recorded. The significant components of the deferred tax asset at March 31, 2007 and May 31, 2006 were as follows:

		2007			2006
Net operating loss carried forward	$	61,700		$	45,000
Deferred tax asset		19,800			14,500
Valuation allowance		(19,800	)		(14,500	)
Deferred tax asset	$	-		$	-

The change in allowance from May 31, 2006 to March 31, 2007 was an increase of $5,300.

Note 5

Related Party Transactions

Advances to related party represent advances to shareholder. Due to related party represent advances from a company with common management. Advances are unsecured and without interest or stated terms of repayment.

During the years ended March 31, 2007 and May 31, 2007 the Company had the following transactions with companies with common management:

			2007			2006
	Rent paid to related parties	$	2,167		$	1,469

Note 6

Reorganization and subsequent event

On April 1, 2007, the Company entered into a share agreement with Swav Enterprises Ltd., a Nevada company, related under common management. Under this agreement, Swav Enterprises Ltd. received 100% of the outstanding shares of the Company in exchange for 8,900,000 of its shares of common stock of $.001 par value, authorized but heretofore unissued. The transaction has been accounted for as an acquisition by Swav Holdings Inc. as the acquirer (reverse take-over).

- 54 -

SWAV ENTERPRISES LTD.

CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2007

- 55 -

SWAV ENTERPRISES LTD.

CONSOLIDATED BALANCE SHEETS

June 30, 2007 and March 31, 2007

ASSETS
		June 30			March 31
		2007			2007
Current
Cash and cash equivalents	$	39,634		$	418
Prepaid expense		16,125			2,602

Total Assets	$	55,759		$	3,020


LIABILITIES
Current
Accounts payable and accrued liabilities	$	6,534		$	1,699

Total Liabilities		6,534			1,699


STOCKHOLDERS’ EQUITY
Capital Stock – Note 4
Authorized:
25,000,000 common shares with a par value of $.001
Issued and outstanding:
11,400,000 shares (8,900,000 in March 31, 2007)		11,400			8,900
Additional paid in capital		132,038			67,200
Accumulated other comprehensive loss		(10,049	)		(12,242	)
Accumulated deficit		(84,164	)		(62,537	)

Total Stockholders’ Equity		49,225			1,321

Total Liabilities and Stockholders’ Equity	$	55,759		$	3,020

Going Concern – Note 3

SEE ACCOMPANYING NOTES

- 56 -

SWAV ENTERPRISES LTD.

CONSOLIDATED STATEMENTS OF OPERATIONS and

COMPREHENSIVE INCOME

for the three months ended June 30, 2007 and

the one month ended June 30, 2006

		Three Months			One Month
		Ended			Ended
		June 30			June 30
		2007			2006

Sales	$	1,830		$	--

Cost of sales		1,790			--

Gross profit		40			--
Consulting revenue		--			1,347

Income before operating expenses		40			1,347


Expenses
Administration fees		3,647			--
Incorporation costs		1,368			--
Office and general		668			205
Professional fees		8,507			--
Rent		2,941			--
Travel and promotion		2,648			875
Wages		1,888			--

		21,667			1,080

Net income (loss) for the period		(21,627	)		267
Other comprehensive income
Foreign currency adjustment		2,193			652

Comprehensive income (loss)	$	(19,434	)	$	919




Basic and diluted income (loss) per share	$	(.002	)		Nil

Weighted average number of shares outstanding		10,465,934			8,900,000

SEE ACCOMPANYING NOTES

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SWAV ENTERPRISES LTD.

CONSOLIDATED STATEMENTS OF CASH FLOWS

for the three months ended June 30, 2007 and

the one month ended June 30, 2006

		Three Months			One Month
		Ended			Ended
		June 30			June 30
		2007			2006
Operating Activities
Net income (loss) for the period	$	(21,627	)	$	267
Adjustments required to reconcile net income to net cash
flows from operating activities
Professional fees capitalized on share issuance		(419	)		--
Changes in non-cash working capital balances
consist of:
Inventory		--			(3,219	)
Prepaid expenses		(13,523	)		--
Accounts payable and accrued liabilities		4,835			(223	)

Net cash provided by (used in) Operating Activities		(30,734	)		(3,175	)

Financing Activities
Increase in advance from related party		--			2,500
Issue of common shares for cash		67,757			--

Net cash provided by Financing Activities		67,757			2,500

Foreign exchange adjustment		2,193			652

Increase (decrease) in cash and cash equivalents during the period		39,216			(23	)
Cash and cash equivalents, beginning of the period		418			300

Cash and cash equivalents, end of the period	$	39,634		$	277


Supplemented disclosure of cash flow information:
Cash paid for:

Interest	$	-		$	-

Income taxes	$	-		$	-

SEE ACCOMPANYING NOTES

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SWAV ENTERPRISES LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2007 and 2006

Note 1	Restructuring

	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 has been treated as a recapitalization of Swav Holdings Inc. with Swav Holdings Inc as the acquirer (reverse take-over). Accordingly, the accompanying consolidated 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. Although the Company is the legal acquirer, Swav Holdings Inc. will be treated as having acquired the Company for accounting purposes and all of the operations reported represent the historical financial statements of Swav Holdings Inc.

	Swav Holdings Ltd. changed its fiscal year end from May 31 to March 31. Accordingly, the 2007 fiscal year consists of the ten month period from June 1, 2006 to March 31, 2007.

Note 2	Interim Reporting

	The accompanying unaudited interim consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-QSB of Regulation S-B. They do not include all information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation, consisting solely of normal recurring adjustments, have been made. Operating results for the three months ended June 30, 2007 are not necessarily indicative of the results that may be expected for the year ended March 31, 2008.

Note 3	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 $94,213 as at June 30, 2007 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. Management believes that its operations will generate additional funds and that it will be able to obtain additional capital primarily through the issue of shares and debt from outside investors and management.

	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.

Note 4	Capital Stock

	On March 30, 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 for $67,757 in cash.

SEE ACCOMPANYING NOTES

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Swav Enterprises Ltd.

Notes to the Consolidated Financial Statements

June 30, 2007 and 2006

Page 2

Note 5

Related Party Transactions

During the three months ended June 30, 2007 and 2006 the Company had the following transactions with related parties.

		2007	2006

Expenses paid to related parties:
Rent	$	729	--
Wages	$	1,888	--

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DEALER PROSPECTUS DELIVERY OBLIGATION

Until ________________, all dealers that effect transactions in these securities whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealer’s obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

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PART II - INFORMATION NOT REQUIRED IN PROSPECTUS

Item 24. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Nevada corporation law provides that:

- a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, except an action by or in the right of the corporation, by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with the action, suit or proceeding if he acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful;

- a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses, including amounts paid in settlement and attorneys’ fees actually and reasonably incurred by him in connection with the defense or settlement of the action or suit if he acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation. Indemnification may not be made for any claim, issue or matter as to which such a person has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable to the corporation or for amounts paid in settlement to the corporation, unless and only to the extent that the court in which the action or suit was brought or other court of competent jurisdiction determines upon application that in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper; and

- to the extent that a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding, or in defense of any claim, issue or matter therein, the corporation shall indemnify him against expenses, including attorneys’ fees, actually and reasonably incurred by him in connection with the defense.

We may make any discretionary indemnification only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances. The determination must be made:

- by our stockholders;

- by our board of directors by majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding;

- if a majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding so orders, by independent legal counsel in a written opinion;

- if a quorum consisting of directors who were not parties to the action, suit or proceeding cannot be obtained, by independent legal counsel in a written opinion; or

- by court order.

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Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of our company under Nevada law or otherwise, we have been advised the opinion of the Securities and Exchange Commission is that such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event a claim for indemnification against such liabilities (other than payment by us for expenses incurred or paid by a director, officer or controlling person of our company in successful defense of any action, suit, or proceeding) is asserted by a director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction, the question of whether such indemnification by it is against public policy in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

Item 25. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following table sets forth the costs and expenses payable by us in connection with the issuance and distribution of the securities being registered hereunder. No expenses shall be borne by the selling stockholder. All of the amounts shown are estimates, except for the Securities and Exchange Commission Registration Fees.

SEC registration fees	$	2.30
Printing and engraving expenses	$	Nil ⁽¹	⁾
Accounting fees and expenses	$	12,500	⁽¹⁾
Legal fees and expenses	$	15,000	⁽¹⁾
Transfer agent and registrar fees	$	2,000	⁽¹⁾
Fees and expenses for qualification under state securities laws	$	Nil
Miscellaneous	$	1,000	⁽¹⁾
Total	$	30,504.97

⁽¹⁾ We have estimated these amounts

Item 26. RECENT SALES OF UNREGISTERED SECURITIES

On April 1, 2007, we issued 6,000,000 common shares to Pui Shan Lam pursuant to a share exchange agreement we entered into with Ms. Lam. The issuance of our 6,000,000 common shares to Ms. Lam was completed as an offshore transaction relying on Rule 903 of Regulation S of the Securities Act of 1933 . Ms. Lam was not a U.S. person as that term is defined in Regulation S. No directed selling efforts were made in the United States by our company, any distributor, any of their respective affiliates or any person acting on behalf of any of the foregoing. We are subject to Category 3 of Rule 903 of Regulation S and accordingly we implemented the offering restrictions required by Category 3 of Rule 903 of Regulation S by including a legend on all offering materials and documents

- 63 -

which stated that the shares have not been registered under the Securities Act of 1933 and may not be offered or sold in the United States or to US persons unless the shares are registered under the Securities Act of 1933, or an exemption from the registration requirements of the Securities Act of 1933 is available. The offering materials and documents also contained a statement that hedging transactions involving the shares may not be conducted unless in compliance with the Securities Act of 1933.

Also on April 1, 2007, we issued 2,900,000 common shares to seven shareholders of SWAV Holdings pursuant to a share exchange agreement we entered into with these individuals. The issuance of our 2,900,000 common shares to these seven individuals was completed as an offshore transaction relying on Rule 903 of Regulation S of the Securities Act of 1933 . None of the seven individuals were U.S. persons as that term is defined in Regulation S. No directed selling efforts were made in the United States by our company, any distributor, any of their respective affiliates or any person acting on behalf of any of the foregoing. We are subject to Category 3 of Rule 903 of Regulation S and accordingly we implemented the offering restrictions required by Category 3 of Rule 903 of Regulation S by including a legend on all offering materials and documents which stated that the shares have not been registered under the Securities Act of 1933 and may not be offered or sold in the United States or to US persons unless the shares are registered under the Securities Act of 1933, or an exemption from the registration requirements of the Securities Act of 1933 is available. The offering materials and documents also contained a statement that hedging transactions involving the shares may not be conducted unless in compliance with the Securities Act of 1933.

On May 4, 2007, we issued 2,500,000 common shares to 45 subscribers in a private placement. We issued 2,500,000 common shares at an offering price of $0.03 per share for gross offering proceeds of $75,000 in offshore transactions relying on Rule 903 of Regulation S of the Securities Act of 1933 . None of the subscribers were U.S. persons at that term is defined in Regulation S. No directed selling efforts were made in the United States by our company, any distributor, any of their respective affiliates or any person acting on behalf of any of the foregoing. We are subject to Category 3 of Rule 903 of Regulation S and accordingly we implemented the offering restrictions required by Category 3 of Rule 903 of Regulation S by including a legend on all offering materials and documents which stated that the shares have not been registered under the Securities Act of 1933 and may not be offered or sold in the United States or to US persons unless the shares are registered under the Securities Act of 1933, or an exemption from the registration requirements of the Securities Act of 1933 is available. The offering materials and documents also contained a statement that hedging transactions involving the shares may not be conducted unless in compliance with the Securities Act of 1933.

- 64 -

Item 27. EXHIBITS

	Exhibit	Description
	Number
	3.1*	Articles of Incorporation
	3.2*	Bylaws
	5.1*	Opinion of Clark Wilson LLP regarding the legality of the securities being registered
	10.1*	Share Exchange Agreement between SWAV Enterprises Ltd. and Pui Shan Lam dated April 1, 2007
	10.2*	Share Exchange Agreement among SWAV Enterprises Ltd. and Seven Shareholders of SWAV Holdings Inc. dated April 1, 2007
	10.3*	Form of Subscription Agreement used in the private placements that closed on May 4, 2007 between our company and 45 investors
	21	Subsidiaries of SWAV Enterprises Ltd.: SWAV Holdings Inc., an Alberta corporation
	23.1*	Consent of K.R. Margetson Ltd.
	23.2*	Consent of Clark Wilson LLP (included in exhibit 5.1)
	24.1*	Power of Attorney (Please see below)

*	Filed herewith

- 65 -

Item 28. UNDERTAKINGS

The undersigned company hereby undertakes that it will:

(1) file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement to include:

(a) any prospectus required by Section 10(a)(3) of the Securities Act;

(b) reflect in the prospectus any facts or events which, individually or together, represent a fundamental change in the information in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(c) any additional or changed material information with respect to the plan of distribution not previously disclosed in the registration statement;

(2) for the purpose of determining any liability under the Securities Act, each of the post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering thereof; and

(3) remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of our company pursuant to the foregoing provisions, or otherwise, our company has been advised that in the opinion of the Commission that type of indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against said liabilities (other than the payment by our company of expenses incurred or paid by a director, officer or controlling person of our company in the successful defense of any action, suit or proceeding) is asserted by the director, officer or controlling person in connection with the securities being registered, our company will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of the issue.

- 66 -

SIGNATURES

In accordance with the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements of filing on Form SB-2 and authorized this registration statement to be signed on its behalf by the undersigned, in the City of Calgary, Alberta, Canada, on October 16, 2007.

SWAV ENTERPRISES LTD.

By:	/s/ Pui Shan Lam
	Pui Shan Lam
	President, Chief Executive Officer and Director
	(Principal Executive Officer)
	Dated: October 16, 2007

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person who signature appears below constitutes and appoints Pui Shan Lam as his or her true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or any of them, or of their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

In accordance with the requirements of the Securities Act of 1933, this registration statement was signed by the following persons in the capacities and on the dates stated:

By:	/s/ Pui Shan Lam
	Pui Shan Lam
	President, Chief Executive Officer and Director
	(Principal Executive Officer)
	Dated: October 16, 2007

By:	/s/ Thomas Chan
	Thomas Chan
	Chief Financial Officer, Secretary and Director
	(Principal Financial Officer and Principal Accounting Officer)
	Dated: October 16, 2007

BYLAWS
OF
SWAV ENTERPRISES LTD.

A Nevada Corporation

TABLE OF CONTENTS

TO THE

BYLAWS OF

SWAV ENTERPRISES LTD.

		Page
ARTICLE 1 - OFFICES		1
1.1	PRINCIPAL EXECUTIVE OFFICE	1
1.2	REGISTERED OFFICE	1
1.3	CHANGE OF LOCATION	1
1.4	OTHER OFFICES	1
ARTICLE 2 - MEETINGS OF SHAREHOLDERS		1
2. 1	PLACE OF MEETINGS	1
2.2	ANNUAL MEETINGS	1
2.3	SPECIAL MEETINGS	1
2.4	NOTICE OF SHAREHOLDERS' MEETINGS	2
2.5	MANNER OF GIVING NOTICE; AFFIDAVIT OF SERVICE	2
2.6	ADJOURNED MEETINGS AND NOTICE THEREOF	3
2.7	VOTING AT MEETINGS OF SHAREHOLDERS	3
2.8	RECORD DATE FOR SHAREHOLDER NOTICE, VOTING AND GIVING CONSENTS	4
2.9	QUORUM	4
2.10	WAIVER OF NOTICE OR CONSENT BY ABSENT SHAREHOLDERS	5
2.11	SHAREHOLDER ACTION BY WRITTEN CONSENT WITHOUT MEETING	5
2.12	PROXIES	6
2.13	INSPECTORS OF ELECTION	7
ARTICLE 3 - DIRECTORS		7
3.1	POWERS	7
3.2	NUMBER AND QUALIFICATION OF DIRECTORS	8
3.3	ELECTION AND TERM OF OFFICE	8
3.4	VACANCIES	8
3.5	REMOVAL OF DIRECTORS	9
3.6	RESIGNATION OF DIRECTOR	9
3.7	PLACE OF MEETING	9
3.8	ANNUAL MEETING	10
3.9	SPECIAL MEETINGS	10
3.10	ADJOURNMENT	10
3.11	NOTICE OF ADJOURNMENT	10
3.12	WAIVER OF NOTICE	10
3.13	QUORUM AND VOTING	11
3.14	FEES AND COMPENSATION	11
3.15	ACTION WITHOUT MEETING	11
ARTICLE 4 - OFFICERS		11
4.1	OFFICERS	11
4.2	ELECTION	11
4.3	SUBORDINATE OFFICERS	12
4.4	REMOVAL AND RESIGNATION	12
4.5	VACANCIES	12
4.6	CHAIRMAN OF THE BOARD	12
4.7	CHIEF EXECUTIVE OFFICER	12

- i -

4.8	VICE PRESIDENTS	13
4.9	SECRETARY	13
4.10	ASSISTANT SECRETARIES	13
4.11	CHIEF FINANCIAL OFFICER (TREASURER)	13
4.12	ASSISTANT FINANCIAL OFFICERS	14
4.13	SALARIES	14
ARTICLE 5 - SHARES OF STOCK		14
5.1	SHARE CERTIFICATES	14
5.2	TRANSFER OF SHARES	14
5.3	RESTRICTIONS ON TRANSFER OF SHARES	15
5.4	LOST OR DESTROYED CERTIFICATE	15
ARTICLE 6 - COMMITTEES		15
6.1	COMMITTEES	15
ARTICLE 7 - INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES, AND OTHER AGENTS		16
7.1	AGENTS, PROCEEDINGS AND EXPENSES	16
7.2	INDEMNIFICATION	16
7.3	INSURANCE	16
ARTICLE 8 - RECORDS AND REPORTS		16
8.1	SHAREHOLDER INSPECTION OF ARTICLES AND BYLAWS	16
8.2	MAINTENANCE AND INSPECTION OF RECORDS OF SHAREHOLDERS	16
8.3	SHAREHOLDER INSPECTION OF CORPORATE RECORDS	17
8.4	INSPECTION BY DIRECTORS	17
8.5	ANNUAL STATEMENT OF GENERAL INFORMATION	18
ARTICLE 9 - MISCELLANEOUS		18
9.1	CHECKS, DRAFTS, EVIDENCE OF INDEBTEDNESS	18
9.2	CONTRACTS, ETC., HOW EXECUTED	18
9.3	REPRESENTATION OF SHARES OF OTHER CORPORATIONS	18
ARTICLE 10 - AMENDMENTS TO BYLAWS		18
10.1	AMENDMENT BY SHAREHOLDERS	18
10.2	AMENDMENT BY DIRECTORS	16
ARTICLE 11 – TRANSACTIONS WITH STOCKHOLDERS		19
11.1	ACQUISITION OF CONTROLLING INTEREST	19
11.2	COMBINATION WITH INTERESTED STOCKHOLDERS	19

- ii -

BYLAWS
OF
SWAV ENTERPRISES LTD.

ARTICLE I – OFFICES

1.1 Principal Executive Office

The principal executive office for the transaction of the business of the corporation is hereby fixed and located at a place to be determined by the corporation’s board of directors.

1.2 Registered Office

The registered office of the corporation in the State of Nevada is 6100 Neil Road, Suite 500, Reno, Nevada, 89511.

1.3 Change of Location

The board of directors is hereby granted full power and authority to change the principal executive office and the registered office from one location to another, and to fix the location of the principal executive office of the corporation at any place within or outside the State of Nevada. If the principal executive office is located outside this State, and the corporation has one or more business offices in this State, the board of directors shall fix and designate a principal executive office in the State of Nevada.

1.4 Other Offices

Branch or subordinate offices may at any time be established by the board of directors at any place or places where the corporation is qualified to do business.

ARTICLE II - MEETINGS OF SHAREHOLDERS

2.1 Place of Meetings

All annual and all other meetings of shareholders shall be held at the location designated by the board of directors pursuant to a resolution or as set forth in a notice of the meeting, within or outside of the State of Nevada. If no such location is set forth in a resolution or in the notice of the meeting, the meeting shall be held at the principal executive office of the corporation.

2.2 Annual Meetings

The annual meetings of shareholders shall be held on the first Friday of June of each year at 10:00 a.m. or on such other date or such other time as may be fixed by the board of directors.

2.3 Special Meetings

Special meetings of the shareholders, for any purpose or purposes whatsoever, may be called at any time by the chief executive officer or by the board of directors or the chairman of the board. Special meetings may not be called by any other person or persons. Each special meeting shall

- 2 -

be held on such date and at such time as is determined by the person or persons calling the meeting.

2.4 Notice of Shareholders' Meetings

All notices of meetings of shareholders shall be sent or otherwise given in accordance with Section 2.5 hereof not less than ten (10) or more than sixty (60) days before the date of the meeting to each shareholder entitled to vote thereat. The notice shall specify the place, date and hour of the meeting.

In the case of a special meeting the notice shall specify the general nature of the business to be transacted at the meeting.

In the case of the annual meeting the notice shall specify those matters which the board of directors, at the time of the mailing of the notice, intends to present for action by the shareholders, but any proper matter may be presented at the meeting. The notice shall also state the general nature of the business or proposal to be considered or acted upon at such meeting before action may be taken at such meeting for approval of (i) any transaction governed by section 78.140 of the General Corporation Law of Nevada including a proposal to enter into a contract or other transaction between the corporation and one or more of its directors, or between the corporation and any corporation, firm or association in which one or more of the corporation's directors has a material financial interest or in which one or more of its directors are directors; or (ii) a proposal to amend the articles of incorporation in any manner other than may be accomplished by the board of directors alone as permitted by section 78.380 of the General Corporation Law of Nevada; or (iii) a proposal to reorganize the corporation under sections 78.411 through 78.466 of the General Corporation Law of Nevada; or (iv) a proposal to wind up and dissolve the corporation under section 78.580 of the General Corporation Law of Nevada; or (v) if the corporation is in the process of winding up and has both preferred and common shares outstanding, a proposal for a plan of distribution of the shares, obligations or securities of any other corporation, domestic or foreign, or assets other than money which is not in accordance with the liquidation rights of the preferred shares as specified in the articles of incorporation of this corporation.

The notice of any meeting at which directors are to be elected shall include the name of any candidates intended at the time of the notice to be presented by the board of directors for election. Shareholders who intend to present their own slate of candidates must give notice to the board of directors of the name(s), address(es) and telephone number(s) of such candidate(s) not less than seventy (70) days prior to the meeting date as set forth in these bylaws or by resolution of the board. Notice shall be deemed submitted to the board if it is delivered to the Secretary of the corporation personally or by first-class mail, by telegraph, facsimile or other form of written communication, charges prepaid, addressed to the corporation's principal executive office. Notice shall be deemed to have been given at the time delivered personally, deposited in the mail, delivered to a common carrier for transmission to the recipient, or actually transmitted by facsimile or electronic means to the recipient by the person given the notice.

2.5 Manner of Giving Notice; Affidavit of Notice

Notice of any shareholders' meeting or any distribution of reports required by law to be given to shareholders shall be given to shareholders either personally or by first-class mail, by telegraph,

- 3 -

facsimile or other form of written communication, charges prepaid, sent to each shareholder at the address of that shareholder appearing on the books of the corporation or given by the shareholder to the corporation for the purpose of notice. If no such address appears on the corporation's books or has been so given, notice shall be deemed to have been given if sent to that shareholder by first-class mail, by telegraph, facsimile or other written communication to the corporation's principal executive office, or if published at least once in a newspaper of general circulation in the county where that office is located. Notice shall be deemed to have been given at the time when delivered personally, deposited in the mail, delivered to a common carrier for transmission to the recipient, or actually transmitted by facsimile or other electronic means to the recipient by the person giving the notice.

If any notice or report sent to a shareholder at the address of that shareholder appearing on the books of the corporation is returned to the corporation by the United States Postal Service marked to indicate that the United States Postal Service is unable to deliver the notice or report to the shareholder at that address, all future notices or reports shall be deemed to have been duly given without further mailing if these shall be available to the shareholder on written demand of the shareholder at the principal executive office of the corporation for a period of one year from the date of the giving of the notice or report to all other shareholders.

An affidavit of the mailing or other means of giving any notice of any shareholders' meeting or report may be executed by the secretary, assistant secretary, or any transfer agent of the corporation giving the notice, and filed and maintained in the minute book of the corporation.

2.6 Adjourned Meetings and Notice Thereof

Any shareholders' meeting, annual or special, whether or not a quorum is present, may be adjourned from time to time by the vote of the majority of the shares, the holders of which are either present in person or represented by proxy thereat, but in the absence of a quorum, no other business may be transacted at such meeting except in the case of the withdrawal of a shareholder from a quorum as provided in Section 2.9 hereof.

When any shareholders' meeting, either annual or special, is adjourned for more than forty-five (45) days, or if after the adjournment a new record date is fixed for the adjourned meeting, notice of the adjourned meeting shall be given to each shareholder of record entitled to vote at the adjourned meeting in accordance with the provisions of Sections 2.4 and 2.5 hereof. Except as provided above, it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting other than by announcement at the meeting at which such adjournment is taken. The corporation may transact any business at any adjourned meetings that might have been transacted at the regular meeting.

2.7 Voting at Meetings of Shareholders

The shareholders entitled to vote at any meeting of shareholders shall be determined in accordance with the provisions of Section 2.8 hereof, subject to the provisions of sections 78.350 to 78.365, inclusive, of the General Corporation Law of Nevada. Each shareholder shall be entitled to one vote for each share of stock registered on the books of the corporation in his name, whether represented in person or by proxy. Every shareholder entitled to vote shall have the right to vote in person, or as provided in Section 2.12 hereof, by proxy. The shareholders' vote may be by voice vote or by ballot; provided, however, that any election for directors must

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be by ballot if demanded by any shareholder before the voting has begun. On any matter other than the election of directors, any shareholder may vote part of the shares in favor of or in opposition to the proposal and refrain from voting the remaining shares, but if the shareholder fails to specify the number of shares which the shareholder is voting, it will be conclusively presumed that the shareholder's vote is with respect to all shares that the shareholder is entitled to vote.

The affirmative vote of a majority of the shares represented at the meeting and entitled to vote on any matter (which shares voting affirmatively also constitute at least a majority of the required quorum) shall be the act of the shareholders, unless the vote of a greater number or voting by classes is required by the General Corporation Law of Nevada or by the articles of incorporation.

2.8 Record Date for Shareholder Notice, Voting and Giving Consents

In order that the corporation may determine the shareholders entitled to notice of or to vote at, any meeting of shareholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors and which record date: (1) in the case of determination of shareholders entitled to vote at any meeting of shareholders or adjournment thereof, shall, unless otherwise required by law, not be more than 60 nor less than 10 days before the date of such meeting; (2) in the case of determination of shareholders entitled to express consent to corporate action in writing without a meeting, shall not be more than 10 days from the date upon which the resolution fixing the record date is adopted by the board of directors; and (3) in the case of any other action, shall not be more than 60 days prior to such other action. If no record date is fixed: (1) the record date for determining shareholders entitled to notice of or to vote at a meeting of shareholders shall be at the close of business on the date next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held; (2) the record date for determining shareholders entitled to express consent to corporate action in writing without a meeting when no prior action of the board of directors is required by law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation in accordance with applicable law, or, if prior action by the board of directors is required by law, shall be at the close of business on the day on which the board of directors adopts the resolution taking such prior action; and (3) the record date for determining shareholders for any other purpose shall be at the close of business on the day on which the board of directors adopts the resolution relating thereto. A determination of shareholders of record entitled to notice of or to vote at a meeting of shareholders shall apply to any adjournment of the meeting; provided, however, that the board of directors may fix a new record date for the adjourned meeting.

2.9 Quorum

A majority of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum at the meeting of shareholders. The shareholders present at a duly called or held meeting at which a quorum is present may continue to transact business until adjournment,

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notwithstanding the withdrawal of enough shareholders to leave less than a quorum, if any action taken (other than adjournment) is approved by at least a majority of the shares required to constitute a quorum and by any greater number of shares otherwise required to take such action by applicable law or in the articles of incorporation. In the absence of a quorum, any meeting of shareholders may be adjourned from time to time by the vote of a majority of the shares represented either in person or by proxy, but no business may be transacted except as hereinabove provided.

2.10 Waiver of Notice or Consent by Absent Shareholders

The transactions of any meeting of shareholders, either annual or special, however called and noticed and wherever held, shall be as valid as though had at a meeting duly held after regular call and notice, if a quorum be present either in person or by proxy, and if, either before or after the meeting, each of the shareholders entitled to vote, who was not present in person or by proxy, signs a written waiver of notice or a consent to the holding of such meeting or an approval of the minutes thereof. The waiver of notice or consent need not specify either the business to be transacted or the purpose of any annual or special meeting of shareholders, except that if action is taken or proposed to be taken for approval of any of those matters specified in the second paragraph of Section 2.4 hereof, the waiver of notice or consent shall state the general nature of the proposal. All such waivers, consents or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

Attendance by a person at a meeting shall also constitute a waiver of notice of that meeting, except when the person objects, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened, and except that attendance at a meeting is not a waiver of any right to object to the consideration of matters not included in the notice of the meeting if the objection is expressly made at the meeting.

2.11 Shareholder Action by Written Consent Without Meeting

Any action which may be taken at any annual or special meeting of shareholders may be taken without a meeting and without prior notice if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Notwithstanding the previous sentence, directors may be elected by written consent without a meeting only if the unanimous written consent of all outstanding shares entitled to vote is obtained, except that a vacancy in the board (other than a vacancy created by removal of a director) not filled by the board may be filled by the written consent of the holders of a majority of the outstanding shares entitled to vote.

Unless the consents of all shareholders entitled to vote have been solicited in writing, the secretary shall give to those shareholders entitled to vote who have not consented in writing notice of such approval at least ten (10) calendar days before the consummation of the action authorized by such approval for any of the following:

(a) Any transaction governed by section 78.140 of the General Corporation Law of Nevada including contracts or other transactions between the corporation and one or more of its directors, or between the corporation and any corporation, firm

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or association in which one or more of its directors has a direct or indirect financial interest or in which one or more of its directors are directors;

(b) Indemnification to be made by the corporation to any person who is or was a director, officer, employee or other agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, or was a director, officer, employee or agent of a corporation which was a predecessor corporation to which such person was or is a party or is threatened to be made a party as provided for in section 78.751 of the General Corporation Law of Nevada;

(c) An amendment to the articles of incorporation in any manner other than may be accomplished by the board of directors alone as may be permitted by section 78.380 of the General Corporation Law of Nevada;

(d) The principal terms of a reorganization of the corporation under sections 78.411 through 78.466 of the General Corporation Law of Nevada; or

(e) In case the corporation in the process of winding up has both preferred and common shares outstanding, a plan of distribution of the shares, obligations or securities of any other corporation, domestic or foreign, or assets other than money which is not in accordance with the liquidation rights of the preferred shares as specified in the articles of incorporation.

Unless the consents of all shareholders entitled to vote have been solicited in writing, prompt notice shall be given of the taking of any other corporate action approved by shareholders without a meeting by less than unanimous written consent, to those shareholders entitled to vote who have not consented in writing. Such notice shall be given in accordance with Section 2.5 hereof.

All such waivers, consents or approvals shall be filed with the secretary of the corporation and shall be maintained in the corporate records. Any shareholder giving a written consent, or the shareholder's proxyholders, or a transferee of the shares or a personal representative of the shareholder or their respective proxyholders, may revoke the consent by a writing received by the corporation prior to the time that written consent of the number of shares required to authorize the proposed action has been filed with the secretary of the corporation, but may not do so thereafter. Such revocation is effective upon its receipt by the secretary of the corporation.

2.12 Proxies

Every shareholder entitled to vote for directors or on any other matter shall have the right to do so either in person or by one or more agents authorized by a written proxy signed by the shareholder. A proxy shall be deemed signed if the shareholder's name is placed on the proxy (whether by manual signature, typewriting, telegraphic transmission, facsimile or other electronic transmission, or otherwise) by the shareholder or the shareholder's attorney in fact. A validly executed proxy that does not state that it is irrevocable shall continue in full force and effect unless (i) revoked by the person executing it, before the vote pursuant to that proxy, by a writing delivered to the corporation stating that the proxy is revoked, or by a subsequent proxy executed by, or as to any meeting by attendance at the meeting and voting in person by, the

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person executing the proxy; or (ii) written notice of the death or incapacity of the maker of that proxy is received by the corporation before the vote pursuant to that proxy is counted; provided, however, that no proxy shall be valid after the expiration of eleven (11) months from the date of the proxy, unless otherwise provided in the proxy. The revocability of a proxy that states on its face that it is irrevocable shall be governed by the provisions of section 78.355 of the General Corporation Law of Nevada.

2.13 Inspectors of Election

Before any meeting of shareholders, the board of directors may appoint any persons other than nominees for office to act as inspectors of election at the meeting or its adjournment. If inspectors of election are not so appointed, the chairman of the meeting may, and on the request of any shareholder or a shareholder's proxy shall, appoint inspectors of election at the meeting. The number of inspectors shall be either one (1) or three (3). If inspectors are appointed at a meeting on the request of one or more shareholders or proxies, the holders of a majority of shares or their proxies present at the meeting shall determine whether one (1) or three (3) inspectors are to be appointed. If any person appointed as inspector fails to appear or fails or refuses to act, the chairman of the meeting may, and upon the request of any shareholder or a shareholder's proxy shall, appoint a person to fill that vacancy.

These inspectors shall:

(a) Determine the number of shares outstanding and the voting power of each, the shares represented at the meeting, the existence of a quorum, and the authenticity, validity and effect of proxies;

(b) Receive votes, ballots or consents;

(d) Count and tabulate all votes or consents;

(e) Determine when the polls shall close;

(f) Determine the result; and

(g) Do any other acts that may be proper to conduct the election or vote with fairness to all shareholders.

ARTICLE III - DIRECTORS

3.1 Powers

Subject to the provisions of section 78.120 et seq. of the General Corporation Law of Nevada and any limitations in the articles of incorporation and the bylaws of this corporation relating to action required to be approved by the shareholders or by the outstanding shares, or by a less than majority vote of a class or series of preferred shares, the business and affairs of the corporation shall be managed and all corporate powers shall be exercised by or under the direction of the

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board of directors. The board may delegate the management of the day-to-day operation of the business of the corporation to a management company or other person provided that the business and affairs of the corporation shall be managed and all corporate powers shall be exercised under the ultimate direction of the board.

3.2 Number and Qualification of Directors

The authorized number of directors of the corporation shall not be less than one (1) nor more than ten (10) with the exact number of directors to be fixed, within the limits specified, by approval of the board. Each director must be at least eighteen (18) years of age. A director need not be a shareholder of this corporation or a resident of the State of Nevada. After the issuance of shares, a bylaw specifying or changing the maximum or minimum number or changing from a fixed to a variable board or vice versa may only be adopted by approval of the majority of the outstanding shares entitled to vote.

3.3 Election and Term of Office

Except as provided in section 78.330 of the General Corporation Law of Nevada, at each annual meeting of shareholders, directors shall be elected to hold office until the next annual meeting. Each director, including the director elected to fill a vacancy, shall hold office until the expiration of the term for which elected and until a successor has been elected and qualified.

3.4 Vacancies

Vacancies in the board of directors may be filled by a majority of the remaining directors, though less than a quorum, or by a sole remaining director. Each director so elected shall hold office until his successor is elected at an annual or special meeting of the shareholders.

A vacancy or vacancies in the board of directors shall be deemed to exist in case of the death, resignation or removal of any director, or if the board of directors by resolution declares vacant the office of a director who has been declared of unsound mind by an order of court or convicted of a felony, or if the authorized number of directors is increased, or if the shareholders fail, at any annual or special meeting of shareholders at which any director or directors are elected, to elect the full authorized number of directors to be voted for at that meeting.

The shareholders may elect a director or directors at any time to fill any vacancy or vacancies not filled by the directors. If, after the filling of any vacancy by the directors, the directors then in office who have been elected by the shareholders shall constitute less than a majority of the directors then in office, any holder or holders of an aggregate of five percent (5%) or more of the total number of shares at the time outstanding having the right to vote for such directors may call a special meeting of the shareholders, to be held to elect the entire board of directors. If the board of directors accepts the resignation of a director tendered to take effect at a future time, the board or the shareholders shall have the power to elect a successor to take office when the resignation is to become effective.

No reduction of the authorized number of directors or amendment reducing the number of classes of directors shall have the effect of removing any director prior to the expiration of such director's term of office.

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3.5 Removal of Directors

Any or all of the directors may be removed without cause if any such removal is approved by the outstanding shares, subject to the following: (1) Except for a corporation whose board of directors is classified pursuant to section 78.330 of the General Corporation Law of Nevada, no director may be removed (unless the entire board of directors is removed) when the votes cast against removal, or not consenting in writing to the removal, would be sufficient to elect the director if voted cumulatively at an election at which the same total number of votes were cast, (or, if the action is taken by written consent, all shares entitled to vote were voted) and the entire number of directors authorized at the time of the directors' most recent election were then being elected, (2) When by the provisions of the articles of incorporation of this corporation the holders of the shares of any class or series, voting as a class or series, are entitled to elect one or more directors, any director so elected may be removed only by the applicable vote of the holders of the shares of that class or series.

A director of a corporation whose board of directors is classified pursuant to section 78.330 of the General Corporation Law of Nevada may not be removed if the votes cast against removal of the director, or not consenting in writing to the removal, would be sufficient to elect the director if voted cumulatively (without regard to whether shares may otherwise be voted cumulatively) at an election at which the same total number of votes were cast (or, if the action is taken by written consent, all shares entitled to vote were voted) and either the number of directors elected at the most recent annual meeting of shareholders, or if greater, the number of directors for whom removal is being sought, were then being elected.

3.6 Resignation of Director

Any director may resign effective upon giving written notice to the chairman of the board, the chief executive officer, the secretary or the board of directors of the corporation, unless the notice specifies a later time for the effectiveness of such resignation. If the resignation is effective at a future date, a successor may be elected to take office when the resignation becomes effective.

3.7 Place of Meeting

Regular meetings of the board of directors shall be held at any place within or outside the State of Nevada which has been designated from time to time by resolution of the board of directors. In the absence of such designation, regular meetings shall be held at the corporation's principal executive office.

Special meetings of the board may be held either at a place within or outside the State of Nevada which has been designated by resolution of the board of directors or as set forth in a notice of the meeting. If no such location is set forth in a resolution or in the notice of the meeting, the meeting shall be held at the principal executive office of the corporation.

Members of the board may participate in a meeting through use of a conference telephone or similar communication equipment, so long as all members participating in such meeting can hear one another. Participation in a meeting by means of the above-described procedure shall constitute presence in person at such meeting.

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3.8 Annual Meeting

Immediately following each annual meeting of shareholders, the board of directors shall hold a regular meeting for the purpose of organization, election of officers and the transaction of other business. Notice of such meeting is hereby dispensed with.

3.9 Special Meetings

Special meetings of the board of directors for any purpose or purposes may be called at any time by the chairman of the board or the chief executive officer or vice president or the secretary or any two directors.

Written notice of the date, time and place of special meetings shall be delivered personally to each director or sent to each director by first-class mail, by telegraph, facsimile or by other form of written communication, charges prepaid, sent to him at his address as it appears upon the records of the corporation or, if it is not so shown or is not readily ascertainable, at the place in which the meetings of directors are regularly held. The notice need not state the purpose for the meeting. In case such notice is mailed, it shall be deposited in the United States mail at least four (4) days prior to the time of the meeting. In case such notice is delivered personally, transmitted by facsimile or other electronic means, or telegraphed, it shall be so delivered, deposited with the telegraph company or electronically transmitted at least forty-eight (48) hours prior to the time of the meeting. Such delivery, mailing, telegraphing, or transmitting as above provided, shall be due, legal and personal notice to such director. Notice of a meeting need not be given to any director who signs a waiver of notice, whether before or after the meeting, or who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to such director.

3.10 Adjournment

A majority of the directors present, whether or not a quorum is present, may adjourn any directors' meeting to another time and place.

3.11 Notice of Adjournment

If a meeting is adjourned for more than twenty-four (24) hours, notice of any adjournment to another time or place shall be given prior to the time of the adjourned meeting to the directors who were not present at the time of adjournment.

3.12 Waiver of Notice

The transactions at any meeting of the board of directors, however called and noticed, or wherever held, shall be as valid as though such transactions had occurred at a meeting duly held after regular call and notice if a quorum be present and if, either before or after the meeting, each of the directors not present signs a written waiver of notice of or consent to holding the meeting or an approval of the minutes thereof. All such waivers, consents or approvals shall be filed with the corporate records or made a part of the minutes of the meeting. The waiver of notice need not state the purpose for which the meeting is or was held.

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3.13 Quorum and Voting

A majority of the authorized number of directors shall be necessary to constitute a quorum for the transaction of business, except to adjourn as hereinabove provided. In no event shall a quorum be less than two (2) unless the authorized number of directors is one (1), in which case one (1) director constitutes a quorum. Every act or decision done or made by a majority of the directors at a meeting duly held at which a quorum is present shall be regarded as an act of the board of directors subject to the provisions of section 78.140 of the General Corporation Law of Nevada requiring shareholder approval of a contract or other transaction in which a director has a direct or indirect financial interest, section 78.125 of that Law as to appointment of committees, and section 78.751 of that Law requiring shareholder approval of indemnification of directors, officers, employees or other agents of the corporation. However, a meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of directors, if any action taken is approved by at least a majority of the required quorum for such meeting.

3.14 Fees and Compensation

Directors shall not receive any stated salary for their services as directors, but, by resolution of the board, a fixed fee, with or without expenses of attendance, may be allowed to directors not receiving monthly compensation for attendance at each meeting. Nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity, as an officer, agent, employee or otherwise, from receiving compensation therefor.

3.15 Action Without Meeting

Any action required or permitted to be taken by the board of directors under the General Corporation Law of Nevada may be taken without a meeting if all members of the board individually or collectively consent in writing to such action. Such consent or consents shall be filed with the minutes of the meetings of the board. Such action by written consent shall have the same force and effect as a unanimous vote of such directors. Any certificate or other document filed under the provision of the General Corporation Law of Nevada which relates to action so taken shall state that the action was taken by unanimous written consent of the board of directors without a meeting and that the bylaws authorized the directors to so do.

ARTICLE IV - OFFICERS

4.1 Officers

The officers of the corporation shall be a chief executive officer, a secretary, and a chief financial officer (treasurer) and such other officers with such titles and duties as may be appointed in accordance with the provisions of Section 4.3 hereof, including chairman of the board. Any number of offices may be held by the same person. All officers must be natural persons and any natural person may hold two or more offices.

4.2 Election

The officers of the corporation, except such officers as may be appointed in accordance with the provisions of Section 4.3 or Section 4.5 hereof, shall be chosen annually by the board of

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directors, and each shall hold his office until he shall resign or shall be removed or otherwise disqualified to serve or until his successor shall be elected and qualified.

4.3 Subordinate Officers

The board of directors may appoint such other officers as the business of the corporation may require, each of whom shall hold office for such period, have such authority and perform such duties as are provided in the bylaws or as the board of directors may from time to time determine.

4.4 Removal and Resignation

Any officer may be removed, either with or without cause, by a majority of the directors at the time in office, at any regular or special meeting of the board, or, except in the case of an officer chosen by the board of directors, by any officer upon whom such power of removal may be conferred by the board of directors.

Any officer may resign at any time by giving written notice to the board of directors or to the chief executive officer or to the secretary of the corporation. Any such resignation shall take effect at the date of the receipt of such notice or any later time specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

4.5 Vacancies

A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled in the manner prescribed in the bylaws for regular appointments to such office.

4.6 Chairman of the Board

The chairman of the board, if there shall be such an officer, shall, if present, preside at all meetings of the board of directors and shareholders and exercise and perform all such other powers and duties as may from time to time be assigned to him by the board of directors or prescribed by the bylaws.

4.7 Chief Executive Officer

The chief executive officer, or if there is no chief executive officer the chairman of the board, shall be the general manager and principal executive officer of the corporation and shall, subject to the board of directors, have general supervision, direction and control of the business and of other officers and employees of the corporation. He shall preside at all meetings of the shareholders and, if there is no regular, appointed chairman of the board or if such chairman is absent, at all meetings of the board of directors. He shall be an ex officio member of all standing committees, including the executive committee, if any, and shall have general powers and duties of management usually vested in the office of the chief executive officer of a corporation, and shall have such other powers and duties as may be prescribed by the board of directors or the bylaws.

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4.8 Vice Presidents

In the absence or disability of the chief executive officer and the chairman of the board, the vice presidents, if any, in order of their rank as fixed by the board of directors or, if not ranked, the vice president designated by the board of directors, shall perform all the duties of the chief executive officer and, when so acting, shall have all the powers of and be subject to all the restrictions upon the chief executive officer and chairman of the board. Each vice president shall have such other powers and shall perform such other duties as from time to time may be prescribed for him by the board of directors or the bylaws, and the chief executive officer or the chairman of the board.

4.9 Secretary

The secretary shall keep, or cause to be kept, at the principal executive office, or such other place as the board of directors may order, a book of minutes of all meetings of directors and shareholders, with the time and place of holding, whether regular or special and, if special, how authorized, the notice thereof given, the names of those present at directors' meetings, the number of shares present or represented at shareholders' meeting and the proceedings thereof.

The secretary shall keep, or cause to be kept, at the principal executive office or at the office of the corporation's transfer agent, a share register or a duplicate share register showing the names of the shareholders and their addresses, the number and classes of shares held by each, the number and the date of certificates issued for the same, and the number and date of cancellation of every certificate surrendered for cancellation.

The secretary shall give, or cause to be given, notice of all the meetings of the shareholders and of the board of directors required by the bylaws or by law to be given, shall keep the seal of the corporation in safe custody and shall have such other powers and shall perform such other duties as from time to time may be prescribed by the board of directors or the bylaws.

4.10 Assistant Secretaries

In the absence or disability of the secretary, the assistant secretaries in order of their rank as fixed by the board of directors or, if not ranked, the assistant secretary designated by the board of directors shall perform all the duties of the secretary and, when so acting, shall have all the powers of and be subject to all the restrictions upon the secretary. Each assistant secretary shall have such other powers and shall perform such other duties as from time to time may be prescribed for him by the board of directors or the bylaws.

4.11 Chief Financial Officer

The chief financial officer shall be the treasurer. The treasurer shall keep and maintain, or cause to be kept and maintained, adequate and correct accounts of the properties and business transactions of the corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, surplus and shares.

The treasurer shall deposit all moneys and other valuables in the name and to the credit of the corporation with such depositaries as may be designated by the board of directors. He shall be responsible for the proper disbursement of the funds of the corporation as may be ordered by the

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board of directors and shall render to the chief executive officer or directors, whenever they request it, an account of all of his transactions as treasurer and of the financial condition of the corporation. The treasurer shall prepare a proper annual budget of income and expenses for each calendar year, revised quarterly, for approval of or revision by the board of directors and shall be responsible for the handling of finances in connection therewith. He shall have such other powers and shall perform such other duties as may be prescribed by the board of directors. He shall see that all officers signing checks are bonded in such amounts as may be fixed from time to time by the board of directors.

4.12 Assistant Financial Officers

In the absence of or disability of the treasurer, the assistant financial officers in order of their rank or, if not ranked, the assistant financial officer designated by the board of directors shall perform all the duties of the treasurer and, when so acting, shall have the powers of and be subject to all the restrictions upon the treasurer. Each assistant financial officer shall have such other powers and perform such other duties as from time to time may be prescribed for him by the board of directors or the bylaws.

4.13 Salaries

Salaries of officers and other shareholders employed by the corporation shall be fixed periodically by the board of directors or established under agreements with the officers or shareholders approved by the board of directors. No officer shall be prevented from receiving this salary because he is also a director of the corporation.

ARTICLE V - SHARES OF STOCK

5.1 Share Certificates

The certificates of shares of the corporation shall be in such form consistent with the articles of incorporation and the laws of the State of Nevada as shall be approved by the board of directors. A certificate or certificates for shares of the capital stock of the corporation shall be issued to each shareholder when any of these shares are fully paid, and the board of directors may authorize the issuance of certificates or shares as partly paid provided that these certificates shall state the amount of the consideration to be paid for them and the amount paid. All such certificates shall be signed by the chairman or vice chairman of the board or the chief executive officer or a vice president, and by the treasurer or an assistant financial officer or the secretary or any assistant secretary, certifying the number of shares and the class or series of shares owned by the shareholder. Any or all of the signatures on the certificate may be facsimile.

5.2 Transfer of Shares

Subject to the provisions of law, upon the surrender to the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.

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5.3 Restrictions on Transfer of Shares

No shares of the corporation shall be transferred without approval of the board of directors; provided, however that this section 5.3 shall cease to apply at such time as the board of directors passes a resolution providing for the appointment of an agent to maintain a central securities register for the corporation and the corporation no longer qualifies as a "private issuer" as that term is defined in the Securities Act (British Columbia).

5.4 Lost or Destroyed Certificate

The holder of any shares of stock of the corporation shall immediately notify the corporation of any loss or destruction of the certificate therefor, and the corporation may issue a new certificate in the place of any certificate theretofore issued by it alleged to have been lost or destroyed, upon approval of the board of directors. The board may, in its discretion, as a condition to authorizing the issue of such new certificate, require the owner of the lost or destroyed certificate, or his legal representative, to make proof satisfactory to the board of directors of the loss or destruction thereof and to give the corporation a bond or other security, in such amount and with such surety or sureties as the board of directors may determine, as indemnity against any claim that may be made against the corporation on account of any such certificate so alleged to have been lost or destroyed.

ARTICLE VI- COMMITTEES

6.1 Committees

The board of directors may, by resolution adopted by a majority of the authorized number of directors, designate one or more committees, each consisting of one (1) or more directors, to serve at the pleasure of the board. The board may designate one or more directors as alternate members of any committee, who may replace any absent member at any meeting of the committee.

Any such committee, to the extent provided by resolution of the board, shall have all authority of the board, except with respect to: (i) the approval of any action requiring shareholder approval as enumerated in Subsection (i) through (v) of Section 2.11 hereof and requiring notice to shareholders of such action; (ii) the filling of vacancies on the board of directors or on any committee; (iii) the fixing of compensation of the board of directors for serving on the board or on any committee; (iv) the amendment or repeal of bylaws or the adoption of new bylaws; (v) the amendment or repeal of any resolution of the board of directors which by its expressed terms is not so amenable or repealable; (vi) a distribution to the shareholders of the corporation, except at a rate or in a periodic amount within a price range determined by the board of directors; or (vii) the appointment of other committees of the board of directors or the members of these committees.

The provisions of these bylaws for notice to directors of meetings, place of meetings, regular meetings, special meetings and notice, quorum, waiver of notice, adjournment, notice of adjournment, and actions without meetings, without such changes in the context of those bylaws as may be necessary to substitute the committee and its members for the board of directors and its members, apply also to the committees of the board of directors and action by such

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committees, except that the time of regular meetings of committees may be determined either by resolution of the board of directors or by resolution of the committee.

ARTICLE VII - INDEMNIFICATION OF DIRECTORS,
OFFICERS, EMPLOYEES, AND OTHER AGENTS

7.1 Agents, Proceedings and Expenses

For purposes of this Article, an "agent" of the corporation includes any person who is or was a director, officer, employee or other agent of the corporation; or is or was serving at the request of the corporation as a director, officer, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust or other enterprise; or was a director, officer, employee or agent of a foreign or domestic corporation which was a predecessor corporation of the corporation or of another enterprise at the request of such predecessor corporation; "proceeding" means any threatened, pending or completed action or proceeding, whether civil, criminal, administrative or investigative; and "expenses" include, without limitation, attorneys' fees, judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with any proceeding arising by reason of the fact any such person is or was an agent of the corporation.

7.2 Indemnification

The corporation shall, to the maximum extent permitted by Nevada law, have the power to indemnify each of its agents against expenses and shall have the power to advance to each such agent expenses incurred in defending any such proceeding to the maximum extent permitted by that law.

7.3 Insurance

The corporation may, upon the resolution of the directors, purchase and maintain insurance on behalf of any agent of the corporation against any liability asserted against or incurred by the agent in such capacity or arising out of the agent's status as such, whether or not the corporation would have the power to indemnify the agent against such liability under the provisions of this Article VII.

ARTICLE VIII - RECORDS AND REPORTS

8.1 Shareholder Inspection of Articles and Bylaws

The corporation shall keep at its registered office in Nevada, a copy certified by the secretary of state of its articles of incorporation and any amendments thereto, a copy certified by the corporation's secretary of the bylaws and any amendments thereto, which shall be open to inspection by shareholders at all reasonable times during office hours.

8.2 Maintenance and Inspection of Records of Shareholders

The corporation shall keep at its registered office, or at the office of its transfer agent or registrar, if either be appointed and as determined by resolution of the board of directors, a record of its

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shareholders, giving the names and addresses of all shareholders and the number and class of shares held by each shareholder.

Any person who has been a shareholder of record of the corporation for at least six months preceding his demand, or any shareholder or shareholders holding at least five percent (5%) in the aggregate of the outstanding voting shares of the corporation, or any shareholder or shareholders who hold at least one percent (1%) of such voting shares and have filed a Schedule 14B with the United States Securities and Exchange Commission relating to the election of directors of the corporation shall have an absolute right to do either or both of the following: (i) inspect and copy the records of shareholders' names, addresses and shareholdings, during usual business hours on five (5) days' prior written demand on the corporation, or (ii) obtain from the transfer agent of the corporation, on written demand and on the tender of such transfer agent's usual charges for such list (the amount of which charges shall be stated to the shareholder by the transfer agent upon request), a list of the shareholders' names and addresses, who are entitled to vote for the election of directors, and their shareholdings, as of the most recent record date for which that list has been compiled or as of a date specified by the shareholder after the date of demand. This list shall be made available to any such shareholder or shareholders by the transfer agent on or before the later of five (5) days after the demand is received or the date specified in the demand as the date as of which the list is to be compiled. The record of shareholders shall also be open to inspection on the written demand of any shareholder or holder of a voting trust certificate, at any time during usual business hours, for a purpose reasonably related to the holder's interests as a shareholder or as the holder of a voting trust certificate. Any inspection and copying under this Section 8.2 may be made in person or by an agent or attorney of the shareholder or holder of a voting trust certificate making the demand.

8.3 Shareholder Inspection of Corporate Records

The accounting books and records and minutes of proceedings of the shareholders and the board of directors and any committee or committees of the board of directors shall be kept at such place or places designated by the board of directors, or, in the absence of such designation, at the principal executive office of the corporation. The minutes shall be kept in written form, and the accounting books and records shall be kept either in written form or in any other form capable of being converted into written form. The minutes and accounting books and records shall be open to inspection upon the written demand on the corporation of any shareholder or holder of a voting trust certificate, at any reasonable time during usual business hours, for a purpose reasonably related to the holder's interests as a shareholder or as the holder of a voting trust certificate. The inspection may be made in person or by an agent or attorney and shall include the right to copy and make extracts. These rights of inspection shall extend to the records of each subsidiary corporation of the corporation and may not be limited by the articles and bylaws.

8.4 Inspection by Directors

Every director shall have the absolute right at any reasonable time to inspect all books, records and documents of every kind and to inspect the physical properties of the corporation and each of its subsidiary corporations, domestic or foreign. This inspection by a director may be made in person or by an agent or attorney and the right of inspection includes the right to copy and make extracts of documents.

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8.5 Annual Statement of General Information

The corporation shall, each year during the calendar month in which its articles of incorporation originally were filed with the Nevada Secretary of State, file with the Secretary of State, on the prescribed form, a statement setting forth the names and complete business or residence addresses of all incumbent directors, the names and complete business or residence addresses of the chief executive officer, secretary and treasurer, and the corporation's duly appointed resident agent in charge of the registered office in the State of Nevada upon whom process can be served, all in compliance with section 78.150 of the General Corporation Law of Nevada.

ARTICLE IX - MISCELLANEOUS

9.1 Checks, Drafts, Evidence of Indebtedness

All checks, drafts or other orders for payment of money, notes or other evidences of indebtedness, issued in the name of or payable to the corporation, shall be signed or endorsed by such person or persons and in such manner as from time to time shall be determined by resolution of the board of directors.

9.2 Contracts, Etc., How Executed

The board of directors, except as otherwise provided in these bylaws, may authorize any officer or officers, or agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the corporation; such authority may be general or confined to specific instances; and, unless so authorized by the board of directors, no officer, agent or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit to render it liable for any purpose or to any amount.

9.3 Representation of Shares of Other Corporations

The chief executive officer or, in the event of his absence or inability to serve, any vice president and the secretary or assistant secretary of this corporation are authorized to vote, represent and exercise, on behalf of this corporation, all rights incidental to any and all shares of any other corporation standing in the name of this corporation. The authority herein granted to the officers to vote or represent on behalf of this corporation any and all shares held by this corporation in any other corporation may be exercised either by such officers in person or by any person authorized to do so by proxy or power of attorney duly executed by the officers.

ARTICLE X - AMENDMENTS TO BYLAWS

10.1 Amendment by Shareholders

New bylaws may be adopted or these bylaws may be amended or repealed by the vote or written consent of the shareholders entitled to exercise a majority of the voting power of the corporation; except as provided in these bylaws, a bylaw amendment reducing the number or the minimum number of directors cannot be adopted if the votes cast against its adoption at a meeting or the shares not consenting in the case of action by written consent would be sufficient to elect at least one (1) director if voted cumulatively at an election at which all of the outstanding shares entitled

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to vote were voted and the entire number of previously authorized directors were then being elected.

10.2 Amendment by Directors

Subject to the rights of the shareholders as provided in Section 10.1 hereof to adopt, amend or repeal bylaws, bylaws may be adopted, amended, or repealed by the board of directors.

ARTICLE XI: TRANSACTIONS WITH STOCKHOLDERS

11.1 Acquisition of Controlling Interest

The Corporation elects not to be governed by NRS 78.378 through 78.3793, inclusive, of the Nevada Private Corporations Act.

11.2 Combinations with Interested Stockholders

The Corporation elects not to be governed by NRS 78.411 through 78.444, inclusive, inclusive, of the Nevada Private Corporations Act.

APPROVED AND ADOPTED this 20th day of March, 2007.


L.K. Larry Yen, Incorporator

SWAV ENTERPRISES LTD.
(the “Corporation”)

I hereby certify that I am the duly appointed and acting Secretary of the Corporation, and that the foregoing is a true and correct copy of the Bylaws of the Corporation adopted on the 20th day of March, 2007.

DATED: March 20, 2007


	L.K. Larry Yen, Incorporator

		James M. Halley Q.C., 2		David W. Buchanan, Q.C.	Derek J. Mullan, Q.C.
		R. Stuart Wells		M. Douglas Howard	W.W. Lyall D. Knott, Q.C.
		William A. Ruskin, 1		Patrick A. Williams	Alexander Petrenko
		Bernard Pinsky, 4		Roy A. Nieuwenburg	William C. Helgason
		William D. Holder		Nigel P. Kent, 1	Douglas W. Lahay
		David W. Kington		Diane M. Bell	Anne L.B. Kober
		R. Brock Johnston		Neil P. Melliship	Kenneth K.C. Ing, 11, 13
		Darren T. Donnelly		Mark S. Weintraub	Neo J. Tuytel
		Ross D. Tunnicliffe		Kevin J. MacDonald	Don C. Sihota
		R. Barry Fraser		James A. Speakman	Kerstin R. Tapping
		Ethan P. Minsky, 6, 7, 9		Brock H. Smith	Nicole M. Byres
		D. Lawrence Munn, 8		John C. Fiddick	R. Glen Boswall
		Hannelie G. Stockenstrom, 12		Bonnie S. Elster	Virgil Z. Hlus, 4
		Samantha Ip		Jonathan L.S. Hodes, 1, 5	William L. Macdonald, 8
		Aaron B. Singer		L.K. Larry Yen, 10	Peter M. Tolensky
		Thea L. Koshman, 1		Tony Fogarassy	Allyson L. Baker, 3
		Warren G. Brazier, 4		Amy A. Mortimore	Veronica P. Franco
		Krista Prockiw		Brent C. Clark	Jane Glanville
		Conrad Y. Nest, 10		C. Michelle Tribe	James T. Bryce, 1
		Richard T. Weiland		Adam I. Zasada	Cam McTavish
		Steve Veitch		Lisa D. Hobman	Valerie S. Dixon
Reply Attention of	L.K. Larry Yen	Jonathan C. Lotz		Dianne D. Rideout	Tasha L. Coulter
		David J. Fenrich		Kari Richardson	Vikram Dhir, 1
Direct Tel.	604.891.7715	Adam M. Dlin		Marta C. Davidson	Sarah W. Jones
EMail Address	lky@cwilson.com	Michal Jaworski		Shauna K. Towriss	R. Brad Kielmann
		Kyle M. Wilson
Our File No.	32670-01 / CW1464975.1
		Associate Counsel: Michael J. Roman

		Certain lawyers have been admitted to practice in one or more of the
		following jurisdictions as indicated beside each name:

		Canada	United States	International
		1 Alberta	4 California	11 Hong Kong
		2 Manitoba	5 Colorado	12 South Africa
		3 Ontario	6 District of Columbia	13 United Kingdom
			7 Florida
October 15, 2007			8 New York
			9 Virginia
BY FAX			10 Washington

SWAV Enterprises Ltd.
Unit 628, 138 – 4th Avenue SE
Calgary, Alberta T2G 4Z6
Canada

Attention:

Pui Shan Lam, President and Chief Executive Officer

Dear Sirs:

	Re:	SWAV Enterprises Ltd. - Registration Statement on Form SB-2 filed on
		October 15, 2007

We have acted as counsel to SWAV Enterprises Ltd. (the "Company"), a Nevada corporation, in connection with the preparation of a registration statement on Form SB-2 (the "Registration Statement") through which up to 2,500,000 shares of the Company's common stock (the "Registered Shares"), $0.001 par value, are being registered pursuant to the Securities Act of 1933 , for resale by certain selling shareholders named in the Registration Statement as further described in the Registration Statement filed on October 15, 2007.

In connection with this opinion, we have examined the originals or copies of the corporate instruments, certificates and other documents of the Company, including the following documents:

	(a)	Articles of Incorporation of the Company;

	(b)	Bylaws of the Company;

	(c)	Resolutions adopted by the Board of Directors of the Company pertaining to the Registered Shares;

	(d)	The Registration Statement; and

HSBC Building 800 – 885 West Georgia Street Vancouver BC V6C 3H1 Canada Tel.: 604.687.5700 Fax: 604.687.6314 www.cwilson.com

Some lawyers at Clark Wilson LLP practice through law corporations.

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(e)

The Prospectus (the "Prospectus") constituting a part of the Registration Statement.

We have assumed that the signatures on all documents examined by us are genuine, that all documents submitted to us as originals are authentic and that all documents submitted to us as copies or as facsimiles of copies or originals, conform with the originals, which assumptions we have not independently verified. As to all questions of fact material to this opinion which have not been independently established, we have relied upon statements of officers or representatives of the Company.

Based upon the foregoing and the examination of such legal authorities as we have deemed relevant, and subject to the qualifications and further assumptions set forth below, we are of the opinion that the Registered Shares are duly and validly authorized and issued, fully paid and non-assessable.

This opinion letter is opining upon and is limited to the current federal laws of the United States and the laws of the State of Nevada, including the statutory provisions, and reported judicial decisions interpreting those laws, as such laws presently exist and to the facts as they presently exist. We express no opinion with respect to the effect or applicability of the laws of any other jurisdiction. We assume no obligation to revise or supplement this opinion letter should the laws be changed after the effective date of the Registration Statement by legislative action, judicial decision or otherwise.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement, to the discussion of this opinion in the Prospectus, and to our being named in the Registration Statement.

	Yours truly,

	/s/ Clark Wilson LLP

	/s/ CLARK WILSON LLP

cc:	United States Securities and Exchange Commission

SHARE EXCHANGE AGREEMENT

THIS AGREEMENT dated as of April 1, 2007.

BETWEEN:

PUI SHAN LAM , with an office at 168 - 919 Centre Street NW, Calgary, Alberta

(“ LAM ”)

AND:

SWAV ENTERPRISES LTD. , a Company incorporated under the
laws of the State of Nevada, with an office at 168 - 919 Centre Street
NW, Calgary, Alberta

(“ SWAV ”)

WHEREAS:

A.	LAM is the owner of 1,000 Class “A” Common shares in the capital of Swav Holdings Inc., a corporation existing under the laws of the Province of Alberta; and,

B.	LAM and SWAV have agreed to exchange the Shares on the terms and conditions set forth in this share exchange agreement (“Agreement”) to effect the share exchange contemplated herein.

NOW THEREFORE THIS AGREEMENT WITNESSES THAT in consideration of the premises and the respective covenants and agreements herein contained, the parties hereto covenant and agree as follows:

1.	In consideration for the transfer of each Class “A” Common share in the capital of Swav Holdings Inc. by LAM to SWAV, SWAV agrees to issue to LAM 6,000 common shares in the capital of SWAV, for a total number of 6,000,000 common shares of SWAV (collectively, the “Shares”).

2.	LAM represents and warrants that she is the registered and beneficial owner of the 1,000 Class “A” Common shares and that such shares are free and clear of all encumbrances of every nature and kind whatsoever and are freely transferable to SWAV.

3.	LAM represents and warrants that:

	(a)	Swav Holdings Inc. is a corporation duly organized, validly existing and in good standing under the laws of Province of Alberta and has the requisite corporate power and authority to own, lease and to carry on its business as now being conducted.

	(b)	the 1,000 Class “A” Common shares registered under the name of and beneficially owned by LAM constitute all of the issued and outstanding shares capital of Swav Holdings Inc. All of the issued and outstanding shares of Swav Holdings Inc. have been duly authorized, are validly issued, were not issued in violation of any pre-

- 2 -

	emptive rights and are fully paid and non-assessable, are not subject to pre-emptive rights and were issued in full compliance with the general corporate laws of the Province of Alberta and its articles and bylaws. There are no agreements purporting to restrict the transfer of the 1,000 Class “A” Common shares of Swav Holdings Inc., no voting agreements, shareholders’ agreements, voting trusts, or other arrangements restricting or affecting the voting of the 1,000 Class “A” Common shares of Swav Holdings Inc.

(c)	LAM is not a U.S. Person and LAM is not acquiring the Shares for the account or benefit of, directly or indirectly, any U.S. Person;

(d)	LAM is outside the United States when receiving and executing this Agreement and is acquiring the Shares as principal for his own account;

(e)	LAM acknowledges that she has not acquired the Shares as a result of, and will not itself engage in, any "directed selling efforts" (as defined in Regulation S under the Securities Act of 1933 (the “Securities Act”)) in the United States in respect of the Shares which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of the Shares; provided, however, that LAM may sell or otherwise dispose of the Shares pursuant to registration of the Shares pursuant to the Securities Act and any applicable state and provincial securities laws or under an exemption from such registration requirements and as otherwise provided herein;

(f)	LAM has been advised to consult her own legal, tax and other advisors with respect to the merits and risks of an investment in the Shares and with respect to applicable resale restrictions;

(g)	LAM is solely responsible (and SWAV is not in any way responsible) for compliance with:

	(i)	any applicable laws of any jurisdiction in which LAM is resident; and,

	(ii)	applicable resale restrictions,

		in connection with the Shares.

4.	LAM hereby represents and warrants to and covenants with SWAV (which representations, warranties and covenants shall survive the Closing Date) that:

	(a)	LAM understands that the Shares are “restricted securities” and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Shares as principal for his own account and not with a view to or for distributing or reselling such Shares or any part thereof in violation of the Securities Act or any applicable state securities law or Canadian securities laws, has no present intention of distributing any of such Shares in violation of the Securities Act or any applicable state securities law or Canadian securities laws and has no direct or indirect arrangement or understandings with any other persons to distribute or

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		regarding the distribution of such Shares in violation of the Securities Act or any applicable state securities law or Canadian securities laws.

	(b)	All certificates representing the Shares issued on closing will be endorsed with the following legend pursuant to the Securities Act in order to reflect the fact that the Shares are restricted securities and will be issued to LAM pursuant to a safe harbor from the registration requirements of the Securities Act:

		“NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. “UNITED STATES” AND “U.S. PERSON” ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT.”

	(c)	By executing and delivering this Agreement, LAM will have directed SWAV not to include a Canadian legend on any certificates representing the Shares to be issued to LAM. As a consequence, LAM will not be able to rely on the resale provisions of Multilateral Instrument 45-102, and any subsequent trade in the Shares during or after the Canadian hold period described therein will be a distribution subject to the prospectus and registration requirements of Canadian securities legislation, to the extent that the trade is at that time subject to any such Canadian securities legislation.

5.	LAM acknowledges that the representations and warranties contained herein are made by it with the intention that such representations and warranties may be relied upon by SWAV and its legal counsel in determining LAM's eligibility to obtain the Shares under applicable securities legislation. LAM further agrees that by accepting delivery of the certificates representing the Shares, it will be representing and warranting that the representations and warranties contained herein are true and correct as at the Closing Date of this Agreement with the same force and effect as if they had been made by LAM on the Closing Date and that they will survive the transfer of the Shares and will continue in full force and effect notwithstanding any subsequent disposition by LAM of the Shares.

6.	This Agreement shall be governed by, and construed in accordance with, the laws of the State of Nevada and the federal laws of the United States applicable therein and shall be treated in all respects as a Nevada contract.

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7.	This Agreement and all the provisions hereof shall be binding upon and enure to the benefit of the parties hereto and their respective heirs, successors and permitted assigns. Neither this Agreement nor any of the rights hereunder shall be assigned by any of the parties hereto without the prior written consent of the other party hereto.

8.	Each party shall make, do and execute, or cause to be made, done and executed all such further acts, deeds, agreements, transfers, assurances, instruments or documents as may be reasonably required in order to implement this Agreement.

9.	Time is of the Essence to this Agreement.

10.	This Agreement may be executed in counterparts, each of which shall be deemed an original, and each signed copy sent by electronic facsimile transmission shall be deemed to be an original, but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF the parties have entered into this Agreement as of the date and year first above written.

SWAV ENTERPRISES LTD.

Per:	/s/ Pui Shan Lam
	Authorized Signatory

SIGNED, SEALED and DELIVERED by	)
PUI SHAN LAM in the presence of:	)
	)
/s/ Signed	)
Signature	)
Alan Chan	)	/s/ Pui Shan Lam
Print Name	)	PUI SHAN LAM
	)
Address	)
	)
	)
Professional Engineer	)
Occupation	)

SHARE EXCHANGE AGREEMENT

THIS AGREEMENT is made effective as of the 1st day of April, 2007

AMONG:

SWAV ENTERPRISES LTD ., a Nevada corporation, with an office at 168 –
919 Centre Street NW, Calgary, Alberta

(“ Pubco ”)

AND:

SWAV HOLDINGS INC. , an Alberta corporation with a registered office at
168 – 919 Centre Street NW, Calgary, Alberta

(“ Priveco ”)

AND:

THE UNDERSIGNED SHAREHOLDERS OF PRIVECO AS LISTED ON
SCHEDULE 1 ATTACHED HERETO

(the “ Selling Shareholders ”)

WHEREAS:

A. The parties hereto wish to enter this Share Exchange Agreement whereby Pubco will issue 2,900,000 shares of common stock in the capital of Pubco for all of the issued and outstanding shares of Priveco to the shareholders of Priveco on the basis of 6,000.04 shares of Pubco for every one share of Priveco; and

B. Upon the terms and subject to the conditions set forth in this Agreement, the Selling Shareholders have agreed to sell all of the issued and outstanding common shares of Priveco held by the Selling Shareholders to Pubco in exchange for common shares of Pubco.

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of covenants and agreements set forth herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree each with the other as follows:

1. DEFINITIONS

1.1 Definitions . The following terms have the following meanings, unless the context indicates otherwise:

(a)

“ Agreement ” shall mean this Agreement, and all the exhibits, schedules and other documents attached to or referred to in this Agreement, and all amendments and supplements, if any, to this Agreement;

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	(b)	“ Closing ” shall mean the completion of the Transaction, in accordance with Section 5 hereof, at which time the Closing Documents shall be exchanged by the parties, except for those documents or other items specifically required to be exchanged at a later time;

	(c)	“ Closing Date ” shall mean April 1, 2007, or a date mutually agreed upon by the parties hereto in writing and in accordance with Section 5;

	(d)	“ Closing Documents ” shall mean the papers, instruments and documents required to be executed and delivered at the Closing pursuant to this Agreement;

	(e)	“ Exchange Act ” shall mean the United States Securities Exchange Act of 1934, as amended;

	(f)	“ GAAP ” shall mean United States generally accepted accounting principles applied in a manner consistent with prior periods;

	(g)	“ Priveco ” shall have the meaning ascribed to it in the preamble to this Agreement;

	(h)	“ Priveco Shares ” shall mean the 483.33 shares of Class “A” Voting Common Stock held by the Selling Shareholders, being all of the issued and outstanding common shares of Priveco beneficially held, either directly or indirectly, by the Selling Shareholders;

	(i)	“ Pubco ” shall have the meaning ascribed to it in the preamble to this Agreement;

	(j)	“ Pubco Shares ” shall mean those 2,900,000 fully paid and non-assessable common shares of Pubco to be issued to the Selling Shareholders by Pubco on the Closing Date;

	(k)	“ SEC ” shall mean the United States Securities and Exchange Commission;

	(l)	“ Selling Shareholders ” shall have the meaning ascribed to it in the preamble to this Agreement;

	(m)	“ Taxes ” shall include international, federal, state, provincial and local income taxes, capital gains tax, value-added taxes, franchise, personal property and real property taxes, levies, assessments, tariffs, duties (including any customs duty), business license or other fees, sales, use and any other taxes relating to the assets of the designated party or the business of the designated party for all periods up to and including the Closing Date, together with any related charge or amount, including interest, fines, penalties and additions to tax, if any, arising out of tax assessments; and

	(n)	“ Transaction ” shall mean the purchase of the Priveco Shares by Pubco from the Selling Shareholders in consideration for the issuance of the Pubco Shares.

1.2 Schedules. The following schedules are attached to and form part of this Agreement:

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	Schedule 1	-	List of Selling Shareholders
	Schedule 2	-	Certificate of Canadian or Non-U.S. Selling Shareholder

1.3 Currency. All dollar amounts referred to in this Agreement are in United States funds, unless expressly stated otherwise.

2. AGREEMENT OF PURCHASE AND SALE OF SHARES

2.1 Agreement of Purchase and Sale of Shares. Subject to the terms and conditions of this Agreement, the Selling Shareholders hereby covenant and agree to sell, assign and transfer to Pubco, and Pubco hereby covenants and agrees to purchase from the Selling Shareholders all of the Priveco Shares held by the Selling Shareholders.

2.2 Consideration. As consideration for the sale of the Priveco Shares by the Selling Shareholders, Pubco shall allot and issue the Pubco Shares to the Selling Shareholders in the amount set out opposite each Selling Shareholder’s name in Schedule 1 on the basis of 6,000.04 Pubco Shares for each one Priveco Share held by each Selling Shareholder. The Selling Shareholders acknowledge and agree that the Pubco Shares are being issued pursuant to a safe harbor from the prospectus and registration requirements of the United States Securities Act of 1933 (the “ 1933 Act ”). The Selling Shareholders agree to abide by all applicable resale restrictions and hold periods imposed by all applicable securities legislation. All certificates representing the Pubco Shares issued on Closing will be endorsed with the following legend pursuant to the 1933 Act in order to reflect the fact that the Pubco Shares are restricted securities and will be issued to the Selling Shareholders pursuant to a safe harbor from the registration requirements of the 1933 Act:

	“NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. “UNITED STATES” AND “U.S. PERSON” ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT.”

Each Selling Shareholder agrees to fill in and execute Schedule 2, as a Canadian resident, and agrees that the representations set out in such schedule as executed by the Selling Shareholders will be true and correct as of the Closing Date.

2.3 Share Exchange Procedure. On Closing, each Selling Shareholder will exchange his, her or its certificate representing the Priveco Shares by delivering such certificate

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to Pubco duly executed and endorsed in blank (or accompanied by duly executed stock powers duly endorsed in blank), in each case in proper form for transfer, with signatures guaranteed, and, if applicable, with all stock transfer and any other required documentary stamps affixed thereto and with appropriate instructions to allow the transfer agent to issue certificates for the Pubco Shares to the holder thereof together with a filled in and executed Schedule 2.

2.4 Fractional Shares. Notwithstanding any other provision of this Agreement, no certificate for fractional shares of the Pubco Shares will be issued in the Transaction. In lieu of any such fractional shares, if any of the Selling Shareholders would otherwise be entitled to receive a fraction of a share of the Pubco Shares upon surrender of certificates representing the Priveco Shares for exchange pursuant to this Agreement, the Selling Shareholders will be entitled to receive from Pubco a stock certificate representing the nearest whole number of Pubco Shares.

2.5 Restricted Shares. The Selling Shareholders acknowledge that the Pubco Shares issued pursuant to the terms and conditions set forth in this Agreement will have such hold periods as are required under applicable securities laws and as a result may not be sold, transferred or otherwise disposed, except pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act and in each case only in accordance with all applicable securities laws. Each Selling Shareholder agrees that he/she/it has been given an opportunity to seek and obtain independent legal advice as to the resale restrictions applicable in their jurisdiction of residence, and under U.S. securities laws generally. Pubco has not undertaken, and will have no obligation, to register any of the Pubco Shares under the 1933 Act; provided, however, that Pubco will assist in providing legal opinions to the Selling Shareholders at the Selling Shareholders’ cost when the Selling Shareholders may resell their shares under Rule 144 promulgated under the 1933 Act.

2.6 Exemptions. The Selling Shareholders acknowledge that Pubco has advised such Selling Shareholders that Pubco is relying on an exemption from the prospectus and registration requirements of applicable securities legislation in all jurisdictions (the “ Applicable Securities Legislation ”) relevant to the issuance of the Pubco Shares to each of the Selling Shareholders, and, as a consequence, the Selling Shareholders will not be entitled to certain protections, rights and remedies available under Applicable Securities Legislation, including statutory rights of rescission or damages, and the Selling Shareholders will not receive information that would otherwise be required to be provided to the Selling Shareholders pursuant to applicable securities legislation.

2.7 Canadian Resale Restrictions. The Selling Shareholders acknowledge that Pubco is not a reporting issuer in any province or territory of Canada and accordingly, any applicable hold periods under the Applicable Securities Legislation may never expire, and the Pubco Shares may be subject to resale restrictions for an indefinite period of time. Additionally, the Selling Shareholders acknowledge that resale of any of the Pubco Shares by the Selling Shareholders resident in Canada is restricted except pursuant to an exemption from the Applicable Securities Legislation.

3. REPRESENTATIONS AND WARRANTIES OF SELLING SHAREHOLDERS

Each of the Selling Shareholders represents and warrants to Pubco, and acknowledges that Pubco is relying upon such representations and warranties, in connection with the execution, delivery and performance of this Agreement, notwithstanding any investigation made by or on behalf of Pubco, as follows:

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3.1 Each Selling Shareholder is the registered and beneficial owner of the number of Priveco Shares listed next to his or her name in Column III of the Table set forth in Schedule 1 to this Agreement and each Selling Shareholder has no interest, legal or beneficial, direct or indirect, in any other shares of, or the assets or business of Priveco.

3.2 Schedule 1 to this Agreement contains a true and complete list of each Selling Shareholder’s name and address.

3.3 Each Selling Shareholder has the power and capacity and good and sufficient right and authority to enter into this Agreement on the terms and conditions herein set forth and to transfer the beneficial title and ownership of the Priveco Shares to Pubco.

4. REPRESENTATIONS AND WARRANTIES OF PUBCO

Pubco represents and warrants to Priveco and the Selling Shareholders and acknowledges that Priveco and the Selling Shareholders are relying upon such representations and warranties in connection with the execution, delivery and performance of this Agreement, notwithstanding any investigation made by or on behalf of Priveco or the Selling Shareholders, as follows:

4.1 Organization and Good Standing. Pubco is duly incorporated, organized, validly existing and in good standing under the laws of the State of Nevada, and has all requisite corporate power and authority to own, lease and to carry on its business as now being conducted.

4.2 Authority. Pubco has all requisite corporate power and authority to execute and deliver this Agreement and any other document contemplated by this Agreement (collectively, the “ Pubco Documents ”) to be signed by Pubco and to perform its obligations hereunder and to consummate the Transaction contemplated hereby. The execution and delivery of each of the Pubco Documents by Pubco and the consummation by Pubco of the Transaction contemplated hereby have been duly authorized by its board of directors and no other corporate or shareholder proceedings on the part of Pubco is necessary to authorize such documents or to consummate the Transaction contemplated hereby. This Agreement has been, and the other Pubco Documents when executed and delivered by Pubco as contemplated by this Agreement will be, duly executed and delivered by Pubco and this Agreement is, and the other Pubco Documents when executed and delivered by Pubco, as contemplated hereby will be, valid and binding obligations of Pubco enforceable in accordance with their respective terms, except:

	(a)	as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights generally;

	(b)	as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies; and

	(c)	as limited by public policy.

4.3 Corporate Records of Pubco. The corporate records of Pubco, as required to be maintained by it pursuant to the Nevada Corporations Code, are accurate, complete and current in all material respects, and the minute book of Pubco is, in all material respects, correct and contains all material records required by the laws of the State of Nevada in regards to all proceedings, consents, actions and meetings of the shareholders and the board of directors of Pubco.

- 6 -

4.4 Validity of Pubco Common Stock Issuable upon the Transaction. The Pubco Shares to be issued to the Selling Shareholders upon consummation of the Transaction in accordance with this Agreement will, upon issuance, have been duly and validly authorized and, when so issued in accordance with the terms of this Agreement, will be duly and validly issued, fully paid and non-assessable.

5. CLOSING

5.1 Closing. The Closing shall take place on the Closing Date at the offices of the lawyers for Pubco or at such other location as agreed to by the parties. Notwithstanding the location of the Closing, each party agrees that the Closing may be completed by the exchange of undertakings between the respective legal counsel for Priveco and Pubco, provided such undertakings are satisfactory to each party’s respective legal counsel.

5.2 Closing Deliveries of Priveco and the Selling Shareholders. At Closing, Priveco and the Selling Shareholders will deliver or cause to be delivered the following, fully executed and in the form and substance reasonably satisfactory to Pubco:

	(a)	copies of all resolutions and/or consent actions adopted by or on behalf of the board of directors of Priveco evidencing approval of this Agreement and the Transaction;

	(b)	if any of the Selling Shareholders appoint any person, by power of attorney or equivalent, to execute this Agreement or any other agreement, document, instrument or certificate contemplated by this agreement, on behalf of the Selling Shareholder, a valid and binding power of attorney or equivalent from such Selling Shareholder;

	(c)	share certificates representing the Priveco Shares as required by Section 2.3 of this Agreement; and

	(d)	the Priveco Documents and any other necessary documents, each duly executed by Priveco, as required to give effect to the Transaction.

5.3 Closing Deliveries of Pubco. At Closing, Pubco will deliver or cause to be delivered the following, fully executed and in the form and substance reasonably satisfactory to Priveco:

	(a)	copies of all resolutions and/or consent actions adopted by or on behalf of the board of directors of Pubco evidencing approval of this Agreement and the Transaction;

	(b)	share certificates representing the Pubco Shares to the Selling Shareholders in the amounts as set out in Schedule 1; and

	(c)	the Pubco Documents and any other necessary documents, each duly executed by Pubco, as required to give effect to the Transaction;

6. TERMINATION

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6.1 Termination. This Agreement may be terminated at any time prior to the Closing Date contemplated hereby by:

	(a)	mutual agreement of Pubco and Priveco;

	(b)	Pubco, if there has been a material breach by Priveco or any of the Selling Shareholders of any material representation, warranty, covenant or agreement set forth in this Agreement on the part of Priveco or the Selling Shareholders that is not cured, to the reasonable satisfaction of Pubco, within ten business days after notice of such breach is given by Pubco (except that no cure period will be provided for a breach by Priveco or the Selling Shareholders that by its nature cannot be cured);

	(c)	Priveco, if there has been a material breach by Pubco of any material representation, warranty, covenant or agreement set forth in this Agreement on the part of Pubco that is not cured by the breaching party, to the reasonable satisfaction of Priveco, within ten business days after notice of such breach is given by Priveco (except that no cure period will be provided for a breach by Pubco that by its nature cannot be cured); or

	(d)	Pubco or Priveco, if any injunction or other order of a governmental entity of competent authority prevents the consummation of the Transaction contemplated by this Agreement.

6.2 Effect of Termination. In the event of the termination of this Agreement as provided in Section 6.1, this Agreement will be of no further force or effect, provided, however, that no termination of this Agreement will relieve any party of liability for any breaches of this Agreement that are based on a wrongful refusal or failure to perform any obligations.

7. GENERAL

7.1 Effectiveness of Representations; Survival. Each party is entitled to rely on the representations, warranties and agreements of each of the other parties and all such representation, warranties and agreement will be effective regardless of any investigation that any party has undertaken or failed to undertake. The representations, warranties and agreements will survive the Closing Date and continue in full force and effect until two (2) years after the Closing Date.

7.2 Further Assurances and Provision of Information. Each of the parties hereto will co-operate with the others and execute and deliver to the other parties hereto such other instruments and documents and take such other actions as may be reasonably requested from time to time by any other party hereto as necessary to carry out, evidence, and confirm the intended purposes of this Agreement. Additionally, Priveco and the Selling Shareholders acknowledge that under SEC rules Pubco must provide registration level information regarding the business of Priveco and agree to provide such information to Pubco in a timely manner prior to closing, and allow Pubco and its representatives free access to all books, records, and other information of Priveco and to its personnel and advisors.

7.3 Amendment. This Agreement may not be amended except by an instrument in writing signed by each of the parties.

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7.4 Expenses. Each party to this Agreement will bear its respective expenses incurred in connection with the preparation, execution, and performance of this Agreement and the Transaction contemplated hereby, including all fees and expenses of agents, representatives, counsel, and accountants.

7.5 Entire Agreement. This Agreement, the schedules attached hereto and the other documents in connection with this transaction contain the entire agreement between the parties with respect to the subject matter hereof and supersede all prior arrangements and understandings, both written and oral, expressed or implied, with respect thereto. Any preceding correspondence or offers are expressly superseded and terminated by this Agreement.

7.6 Notices. All notices and other communications required or permitted under to this Agreement must be in writing and will be deemed given if sent by personal delivery, faxed with electronic confirmation of delivery, internationally-recognized express courier or registered or certified mail (return receipt requested), postage prepaid, to the parties at the addresses set forth on page 1 of this Agreement (or at such other address for a party as will be specified by like notice).

All such notices and other communications will be deemed to have been received:

	(a)	in the case of personal delivery, on the date of such delivery;

	(b)	in the case of a fax, when the party sending such fax has received electronic confirmation of its delivery;

	(c)	in the case of delivery by internationally-recognized express courier, on the business day following dispatch; and

	(d)	in the case of mailing, on the fifth business day following mailing.

7.7 Headings. The headings contained in this Agreement are for convenience purposes only and will not affect in any way the meaning or interpretation of this Agreement.

7.8 Benefits. This Agreement is and will only be construed as for the benefit of or enforceable by those persons party to this Agreement.

7.9 Assignment. This Agreement may not be assigned (except by operation of law) by any party without the consent of the other parties.

7.10 Governing Law. This Agreement will be governed by and construed in accordance with the laws of the Province of Alberta, Canada applicable to contracts made and to be performed therein.

7.11 Construction. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rule of strict construction will be applied against any party.

7.12 Gender. All references to any party will be read with such changes in number and gender as the context or reference requires.

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7.13 Counterparts. This Agreement may be executed in one or more counterparts, all of which will be considered one and the same agreement and will become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties, it being understood that all parties need not sign the same counterpart.

7.14 Fax Execution. This Agreement may be executed by delivery of executed signature pages by fax and such fax execution will be effective for all purposes.

7.15 Independent Legal Advice . All Selling Shareholders confirm that they have been given an opportunity to seek and obtain independent legal advice prior to execution of this Agreement and cannot and do not rely on the representations of Pubco or its advisors respecting the legal effects of this Agreement.

7.16 Schedules and Exhibits . The schedules and exhibits are attached to this Agreement and incorporated herein.

IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day and year first above written.

SWAV ENTERPRISES LTD. (a Nevada corporation)

Per:	/s/ Pui Shan Lam
	Authorized Signatory
	Name: Pui Shan Lam
	Title: President


SWAV HOLDINGS INC . (a private Alberta corporation)

Per:	/s/ Pui Shan Lam
	Authorized Signatory
	Name: Pui Shan Lam
	Title: President

THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT").

THE SECURITIES TO WHICH THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE “SUBSCRIPTION AGREEMENT”) RELATES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE, AND WILL BE ISSUED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. “UNITED STATES” AND “U.S. PERSON” ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT.

SWAV ENTERPRISES LTD.

PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT
***(NON-UNITED STATES RESIDENT SUBSCRIBERS ONLY)***

INSTRUCTIONS TO PURCHASER

1.	The purchaser is to complete all the information in the boxes on page 2 and sign where indicated with an “ X ”.

2.	ALL PURCHASERS MUST COMPLETE THE CERTIFICATE OF EXEMPTION that begins on page 5.

4.	All other information must be filled in where appropriate.

This is Page 2 of 17 pages of a subscription agreement and related appendices, schedules and forms. Collectively, these pages together are referred to as the “Subscription Agreement”.

PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT

TO:	SWAV ENTERPRISES LTD. (the “ Issuer ”), of 168 - 919 Centre Street NW, Calgary, Alberta

Subject and pursuant to the terms set out in the Terms on pages 3 to 4, the General Provisions on pages 11 to 17 and the other schedules and appendices attached which are hereby incorporated by reference, the Purchaser hereby irrevocably subscribes for, and on Closing will purchase from the Issuer, the following securities at the following price:

____________________Shares

US$0.025 per Share for a total purchase price of US$

The Purchaser owns, directly or indirectly, the following securities of the Issuer:

[Check if applicable] The Purchaser is [ ] an insider of the Issuer or [ ] a member of the professional group

The Purchaser directs the Issuer to issue, register and deliver the certificates representing the Purchased Securities as follows:

REGISTRATION INSTRUCTIONS		DELIVERY INSTRUCTIONS

Name to appear on certificate		Name and account reference, if applicable

Account reference if applicable		Contact name

Address		Address

		Telephone Number

EXECUTED by the Purchaser this _______day of _____________, 2007. By executing this Subscription Agreement, the Purchaser certifies that the Purchaser and any beneficial purchaser for whom the Purchaser is acting is resident in the jurisdiction shown as the “Address of Purchaser”.

WITNESS:		EXECUTION BY PURCHASER:

		X
Signature of Witness		Signature of individual (if Purchaser is an individual)

		X
Name of Witness		Authorized signatory (if Purchaser is not an individual)


Address of Witness		Name of Purchaser ( please print )


		Name of authorized signatory ( please print )

Accepted this _________ day of ____________, 2007
SWAV ENTERPRISES LTD.		Address of Purchaser (residence)

Per:
		Telephone Number

Authorized Signatory
		E-mail address


		Social Security/Insurance No.:

By signing this acceptance, the Issuer agrees to be bound by the Terms on pages 3 to 4, the General Provisions on pages 11 to 17 and the other schedules and appendices incorporated by reference. If funds are delivered to the Company’s lawyers, they are authorized to release the funds to the Issuer.

Subscription Agreement (with related appendices, schedules and forms)

Page 3 of 17

TERMS

Reference date of this Subscription
Agreement	_____________________, 2007 (the “ Agreement Date ”)
	The Offering


The Issuer	Swav Enterprises Ltd. (the “ Issuer ”)

Offering	The offering consists of up to 2,400,000 shares (“ Shares ”) of the Issuer.

Purchased Securities	The “ Purchased Securities ” under this Subscription Agreement are Shares.

Total Amount	up to US $60,000 from the sale of Shares.

Issue Price	US$0.025 per Share.

Selling Jurisdictions	The Shares may be sold in the Provinces of Alberta and Saskatchewan or in other jurisdictions other than the United States or Canada where they may be lawfully sold (the “ Selling Jurisdictions ”).

Exemptions	The offering will be made in accordance with the following exemptions from the prospectus requirements:

	(a) the “ accredited investor ” exemption in Canada (section 2.3 of National Instrument 45-106);

	(b) the “ $150,000 purchaser ” exemption in Canada (section 2.10 of National Instrument 45-106);

	(c) the “ Friends and Family ” exemption in Alberta and Saskatchewan (section 2.5 and 2.6 of National Instrument 45-106)

	(d) such other exemptions as may be available the securities laws of the Selling Jurisdictions.

Resale restrictions and legends	The Purchaser acknowledges that the certificates representing the Purchased Securities will bear the following legends:

	“THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. “UNITED STATES” AND “U.S. PERSON” ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT.”

	Purchasers are advised to consult with their own legal counsel or advisors to determine the resale restrictions that may be applicable to them.

	Purchaser has requested the Issuer not to include legend under Canadian Securities laws.

Subscription Agreement (with related appendices, schedules and forms)

Page 4 of 17

Closing Date	The completion of the sale and purchase of the Shares may take place in one or more closings, on a date or dates as agreed to by the Issuer and the Purchaser. Payment for, and delivery of the Shares, is scheduled to occur on or about ________________________, 2007 or such later date as may be agreed upon by the Issuer and the Purchaser (the “ Closing Date ”).

Additional definitions	In the Subscription Agreement, the following words have the following meanings unless otherwise indicated:

	(a) “ Purchased Securities ” means the Shares purchased under this Subscription Agreement; and

	(b) “ Securities ” means the Shares (to be issued on a post-split basis).

The Issuer

Jurisdiction of organization	The Issuer is incorporated under the laws of the State of Nevada.

Stock exchange listings	None

Securities Legislation Applicable to the Issuer	The “ Securities Legislation Applicable to the Issuer ” are the US Securities Exchange Act of 1934, and the Securities Commission having jurisdiction over the Issuer is the United States Securities and Exchange Commission.

End of Terms

Subscription Agreement (with related appendices, schedules and forms)

Page 5 of 17

Each Subscriber is required to complete and execute this Certificate. All Subscribers must complete and meet the criteria set out in at least one of Categories 1 to 4 .

CERTIFICATE FOR EXEMPTION

In addition to the representations, warranties acknowledgments and agreements contained in the Subscription to which this Certificate for Exemption is attached, the Subscriber, for itself and on behalf of any person for whom it is acting, hereby represents, warrants and certifies to the Issuer that the Subscriber and any person for whom it is acting is purchasing the securities set out in the Subscription to which this is attached as principal, is resident in the jurisdiction set out on the face page hereof and: [check all appropriate boxes]

* * * * * * *

ALL SUBSCRIBERS
(All Subscribers must meet the criteria in at least one of Categories 1 to 4)

Category 1: Accredited Investor

The Subscriber and any person for whom it is acting is [check appropriate boxes]

_____	(a)	a Canadian financial institution, or a Schedule III bank;

_____	(b)	the Business Development Bank of Canada incorporated under the Business Development Bank of Canada Act (Canada);

_____	(c)	a subsidiary of any person referred to in paragraphs (a) or (b), if the person owns all of the voting securities of the subsidiary, except the voting securities required by law to be owned by directors of that subsidiary;

_____	(d)	a person registered under the securities legislation of a jurisdiction of Canada as an adviser or dealer, other than a person registered solely as a limited market dealer under one or both of the Securities Act (Ontario) or the Securities Act (Newfoundland and Labrador);

_____	(e)	an individual registered or formerly registered under the securities legislation of a jurisdiction of Canada as a representative of a person referred to in paragraph (d);

_____	(f)	the Government of Canada or a jurisdiction of Canada, or any crown corporation, agency or wholly owned entity of the Government of Canada or a jurisdiction of Canada;

_____	(g)	a municipality, public board or commission in Canada or a metropolitan community, school board, the Comité de gestion de la taxe scolaire de l’île de Montréal or an intermunicipal management board in Québec;

_____	(h)	a national, federal, state, provincial, territorial or municipal government of or in any foreign jurisdiction, or an agency of that government;

_____	(i)	a pension fund that is regulated by either the Office of the Superintendent of Financial Institutions (Canada) or a pension commission or similar regulatory authority of a jurisdiction of Canada;

_____	(j)	an individual who, either alone or with a spouse, beneficially owns, directly or indirectly, financial assets having an aggregate realizable value that before taxes, but net of any related liabilities, exceeds $1,000,000;

_____	(k)	an individual whose net income before taxes exceeded $200,000 in each of the two most recent calendar years or whose net income before taxes combined with that of a spouse exceeded $300,000 in each of the two most recent calendar years and who, in either case, reasonably expects to exceed that net income level in the current calendar year;

Subscription Agreement (with related appendices, schedules and forms)

Page 6 of 17

_____	(l)	an individual who, either alone or with a spouse, has net assets of at least $5,000,000;

_____	(m)	a person, other than an individual or investment fund, that has net assets of at least $5,000,000 as shown on its most recently prepared financial statements and that was not created or used solely to purchase or hold securities as an accredited investor under this paragraph (m);

_____	(n)	an investment fund that distributes or has distributed its securities only to;
		A.	a person that is or was an accredited investor at the time of the distribution;
		B.	a person that acquires or acquired securities in the circumstances referred to in sections 2.10 of NI 45-106 [Minimum amount investment], or 2.19 of NI 45-106 [Additional investment in investment funds], or
		C.	a person described in paragraph (i) or (ii) that acquires or acquired securities under section 2.18 of NI 45-106 [Investment fund reinvestment];

_____	(o)	an investment fund that distributes or has distributed securities under a prospectus in a jurisdiction of Canada for which the regulator, or, in Québec, the securities regulatory authority has issued a receipt;

_____	(p)	a trust company or trust corporation registered or authorized to carry on business under the Trust and Loan Companies Act (Canada) or under comparable legislation in a jurisdiction of Canada or foreign jurisdiction, acting on behalf of a fully managed account managed by the trust company or trust corporation, as the case may be;

_____	(q)	a person acting on behalf of a fully managed account managed by that person, if that
_____	(q)	person
		A.	is registered or authorized to carry on business as an adviser or the equivalent under the securities legislation of a jurisdiction of Canada or a foreign jurisdiction, and
		B.	in Ontario, is purchasing a security that is not a security of an investment fund;

_____	(r)	a registered charity under the Income Tax Act (Canada) that, in regard to the trade, has obtained advice from an eligibility adviser or an adviser registered under the securities legislation of the jurisdiction of the registered charity to give advice on the securities being traded;

_____	(s)	an entity organized in a foreign jurisdiction that is analogous to any of the entities referred to in paragraphs (a) to (d) or paragraph (i) in form and function;

_____	(t)	a person in respect of which all of the owners of interests, direct, indirect or beneficial, except the voting securities required by law to be owned by directors, are persons that are accredited investors;

_____	(u)	an investment fund that is advised by a person registered as an adviser or a person that is exempt from registration as an adviser; or

_____	(v)	a person that is recognized or designated by the securities regulatory authority or, except in Ontario and Québec, the regulator as
		A.	an accredited investor, or

		B.	an exempt purchaser in Alberta.

Subscription Agreement (with related appendices, schedules and forms)

Page 7 of 17

Category 2: Family, Friends and Business Associates

The Subscriber and any person for whom it is acting is [check appropriate boxes]

[ ]	(a)	a director, executive officer or control person of the Issuer or of an affiliate of the Issuer;

[ ]	(b)	a spouse, parent, grandparent, brother, sister or child of a director, executive officer or control person of the Issuer or an affiliate of the Issuer, namely ; _____________________

[ ]	(c)	a parent, grandparent, brother, sister or child of the spouse of a director, executive officer or control person of the Issuer or of an affiliate of the Issuer, namely ; _______________

[ ]	(d)	a close personal friend* or close business associate** of a director, executive officer or control person of the Issuer or of an affiliate of the Issuer, namely ; _______________

[ ]	(e)	a founder of the Issuer;

[ ]	(f)	a spouse, parent, grandparent, brother, sister or child of a founder of the Issuer, namely ; ______________

[ ]	(g)	a parent, grandparent, brother, sister or child of the spouse of a founder of the Issuer, namely ; __________

[ ]	(h)	a close personal friend* or close business associate** of a founder of the Issuer, namely ; _____________

[ ]	(i)	a person of which a majority of the voting securities are beneficially owned by, or a majority of the directors are, persons described in paragraphs (a) to (h); or

[ ]	(j)	a trust or estate of which all of the beneficiaries or a majority of the trustees are persons described in paragraphs (a) to (h),

If the Subscriber and any person for whom it is acting is a resident of SASKATCHEWAN and has checked box (d) or (h) above, or has checked box (i) or (j) above and the exemption is based, in whole or in part, on a close personal friendship or close business association by any of the requisite persons of the person described in (i) or the trust or estate described in (j), the Subscriber must also complete Form 1B – "Saskatchewan Close Personal Friends and Close Business Associates Risk Acknowledgment".

	*	for purposes of this Certificate, "close personal friend" means an individual who has known the named director, executive officer, control person or founder well enough and for a sufficient period of time to be in a position to assess the capabilities and trustworthiness of that person. The term “close personal friend” can include a family member who is not already specifically identified in paragraphs (b), (c), (f) or (g) if the family member otherwise meets the criteria described above. An individual’s relationship with the named director, executive officer, control person or founder must be direct. An individual is not a "close personal friend" solely because that individual is a relative, a client, customer, former client or former customer of, or is a member of the same organization, association or religious group as, the named director, executive officer, control person or founder.

	**	for purposes of this Certificate, "close business associate" means an individual who has had sufficient prior business dealings with the named director, executive officer, control person or founder to be in a position to assess the capabilities and trustworthiness of that person. An individual’s relationship with the named director, executive officer, control person or founder must be direct. An individual is not a "close business associate" solely because that individual is a client, customer, former client or former customer of, or is a casual business associate of, or is a person introduced or solicited for the purpose of purchasing securities by, the named director, executive officer, control person or founder

Subscription Agreement (with related appendices, schedules and forms)

Page 8 of 17

Category 3: $150,000 Purchaser

[ ]	The Subscriber and any person for whom it is acting has an acquisition cost for the Shares of not less than $150,000 paid in cash, and is not a person that is or has been created or used solely to purchase or hold securities in reliance on the exemption provided by section 2.5 of NI45-106.

Category 4: Non-North American Subscribers

[ ]	The Subscriber does not meet any of the criteria set out in Categories 1 through 4 herein, but the Subscriber is resident of a jurisdiction other than Canada or the United States.

* * * * * * *

The representations, warranties, statements and certification made in this Certificate are true and accurate as of the date

of this Certificate and will be true and accurate as of the Closing. If any such representation, warranty, statement or

certification becomes untrue or inaccurate prior to the Closing, the Subscriber shall give the Issuer immediate written

notice thereof.

The Subscriber acknowledges and agrees that the Issuer will and can rely on this Certificate in connection with the

Subscriber's Subscription.

EXECUTED by the Subscriber at ___________________ this ________day of _______________, 20____.

If a corporation, partnership or other entity:		If an individual:

Print Name of Subscriber		Print Name

Signature of Authorized Signatory		Signature

Name and Position of Authorized Signatory		Jurisdiction of Residence

Jurisdiction of Residence

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FORM 1B

FORM 45-106F4 RISK ACKNOWLEDGEMENT
Saskatchewan Close Personal Friends and Close Business Associates

INSTRUCTION:

THE PURCHASER MUST SIGN 2 COPIES OF THIS FORM. THE PURCHASER AND THE ISSUER MUST EACH RECEIVE A SIGNED COPY.

I acknowledge that this is a risky investment:

-	I am investing entirely at my own risk.

-	No securities regulatory authority has evaluated or endorsed the merits of these securities.

-	The person selling me these securities is not registered with a securities regulatory authority and has no duty to tell me whether this investment is suitable for me.

-	I will not be able to sell these securities for 4 months.

-	I could lose all the money I invest.

-	I do not have a 2-day right to cancel my purchase of these securities or the statutory rights of action for misrepresentation I would have if I were purchasing the securities under a prospectus.

I am investing $ _________ [total consideration] in total; this includes any amount I am obliged to pay in future.


I am a close personal friend or close business associate of ____________________[state name] who is a ___________________________[state title – founder, director, executive officer or control person] of Swav Enterprises Ltd.

I acknowledge that I am purchasing based on my close relationship with ________________ [state title – founder, director, executive officer or control person] whom I know well enough and for a sufficient period of time to be able to assess his/her capabilities and trustworthiness.

I acknowledge that this is a risky investment and that I could lose all the money I invest.

Date		Signature of Subscriber

		Print Name of Subscriber

SIGN 2 COPIES OF THIS DOCUMENT. KEEP ONE COPY FOR YOUR RECORDS.

You are buying Exempt Market Securities

They are called exempt market securities because two parts of securities law do not apply to them. If an issuer wants to sell exempt market securities to you:

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the issuer does not have to give you a prospectus (a document that describes the investment in detail and gives you some legal protections), and
the securities do not have to be sold by an investment dealer registered with a securities regulatory authority.

There are restrictions on your ability to resell exempt market securities . Exempt market securities are more risky than other securities.

You may not receive any written information about the issuer or its business

If you have any questions about the issuer or its business, ask for written clarification before you purchase the securities. You should consult your own professional advisers before investing in the securities.

You will not receive advice

Unless you consult your own professional advisers, you will not get professional advice about whether the investment is suitable for you.

The securities you are buying are not listed

The securities you are buying are not listed on any stock exchange, and they may never be listed. There may be no market for these securities. You may never be able to sell these securities.

For more information on the exempt market, refer to the Saskatchewan Financial Services Commission's website at http://www.sfsc.gov.sk.ca.

* * * * * * *

INSTRUCTION:	THE PURCHASER MUST SIGN 2 COPIES OF THIS FORM. THE PURCHASER AND THE ISSUER MUST EACH RECEIVE A SIGNED COPY.

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GENERAL PROVISIONS

1. DEFINITIONS

1.1 In the Subscription Agreement (including the first (cover) page, the Terms on pages 3 to 4, the General Provisions on pages 11 to 17 and the other schedules and appendices incorporated by reference), the following words have the following meanings unless otherwise indicated:

	(a)	“ 1933 Act ” means the United States Securities Act of 1933, as amended;

	(b)	“ Applicable Legislation ” means the Securities Legislation Applicable to the Issuer (as defined on page 4) and all legislation incorporated in the definition of this term in other parts of the Subscription Agreement, together with the regulations and rules made and promulgated under that legislation and all administrative policy statements, blanket orders and rulings, notices and other administrative directions issued by the Commissions;

	(c)	“ Closing ” means the completion of the sale and purchase of the Purchased Securities;

	(d)	“ Closing Date ” has the meaning assigned in the Terms;

	(e)	“ Closing Year ” means the calendar year in which the Closing takes place;

	(f)	“ Commissions ” means the Commissions with Jurisdiction over the Issuer and the securities commissions incorporated in the definition of this term in other parts of the Subscription Agreement;

	(g)	“ Final Closing ” means the last closing under the Private Placement;

	(h)	“ General Provisions ” means those portions of the Subscription Agreement headed “ General Provision s” and contained on pages 11 to 17;

	(i)	“ Private Placement ” means the offering of the Shares on the terms and conditions of this Subscription Agreement;

	(j)	“ Purchased Securities ” has the meaning assigned in the Terms;

	(k)	“ Regulatory Authorities ” means the Commissions;

	(l)	“ Securities ” has the meaning assigned in the Terms;

	(m)	“ Subscription Agreement ” means the first (cover) page, the Terms on pages 3 to 4, the General Provisions on pages 11 to 17 and the other schedules and appendices incorporated by reference; and

	(n)	“ Terms ” means those portions of the Subscription Agreement headed “Terms” and contained on pages 3 to 4.

1.2 In the Subscription Agreement, the following terms have the meanings defined in Regulation S: “ Directed Selling Efforts ”, “ Foreign Issuer ”, “ Substantial U.S. Market Interest ”, “ U.S. Person ” and “ United States ”.

1.3 In the Subscription Agreement, unless otherwise specified, currencies are indicated in US dollars.

1.4 In the Subscription Agreement, other words and phrases that are capitalized have the meanings assigned to them in the body hereof.

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2. ACKNOWLEDGEMENTS, REPRESENTATIONS AND WARRANTIES OF PURCHASER

2.1 Acknowledgements concerning offering

The Purchaser acknowledges that:

	(w)	none of the Shares have been registered under the 1933 Act, or under any state securities or "blue sky" laws of any state of the United States, and, unless so registered, may not be offered or sold in the United States or, directly or indirectly, to U.S. Persons, as that term is defined in Regulation S under the 1933 Act ("Regulation S"), except in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act and in each case in accordance with applicable state and provincial securities laws;

	(x)	the Purchaser acknowledges that the Issuer has not undertaken, and will have no obligation, to register any of the Shares under the 1933 Act;

	(y)	the decision to execute this Agreement and acquire the Shares hereunder has not been based upon any oral or written representation as to fact or otherwise made by or on behalf of the Issuer;

	(z)	neither the SEC nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of the Shares;

	(aa)	there is no government or other insurance covering any of the Shares;

	(bb)	there are risks associated with an investment in the Shares;

	(cc)	the Purchaser has not acquired the Shares as a result of, and will not itself engage in, any directed selling efforts in the United States in respect of the Shares which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of any of the Shares; provided, however, that the Purchaser may sell or otherwise dispose of the Shares pursuant to registration thereof under the 1933 Act and any applicable state and provincial securities laws or under an exemption from such registration requirements;

	(dd)	the Purchaser and the Purchaser's advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Issuer in connection with the distribution of the Shares hereunder, and to obtain additional information, to the extent possessed or obtainable without unreasonable effort or expense, necessary to verify the accuracy of the information about the Issuer;

	(ee)	the books and records of the Issuer were available upon reasonable notice for inspection, subject to certain confidentiality restrictions, by the Purchaser during reasonable business hours at its principal place of business, and all documents, records and books in connection with the distribution of the Shares hereunder have been made available for inspection by the Purchaser, the Purchaser's lawyer and/or advisor(s);

	(ff)	the Purchaser will indemnify and hold harmless the Issuer and, where applicable, its directors, officers, employees, agents, advisors and shareholders, from and against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all fees, costs and expenses whatsoever reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any representation or warranty of the Purchaser contained herein or in any document furnished by the Purchaser to the Issuer in connection herewith being untrue in any material respect or any breach or failure by the Purchaser to comply with any covenant or agreement made by the Purchaser to the Issuer in connection therewith;

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(gg)	the Shares are not listed on any stock exchange or automated dealer quotation system and no representation has been made to the Purchaser that any of the Shares will become listed on any stock exchange or automated dealer quotation system;

(hh)	the Issuer will refuse to register any transfer of the Shares not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from the registration requirements of the 1933 Act and in accordance with applicable state and provincial securities laws;

(ii)	the statutory and regulatory basis for the exemption claimed for the offer of the Shares, although in technical compliance with Regulation S, would not be available if the offering is part of a plan or scheme to evade the registration provisions of the 1933 Act or any applicable state and provincial securities laws;

(jj)	the Purchaser has been advised to consult the Purchaser's own legal, tax and other advisors with respect to the merits and risks of an investment in the Shares and with respect to applicable resale restrictions, and it is solely responsible (and the Issuer is not in any way responsible) for compliance with:

	(i)	any applicable laws of the jurisdiction in which the Purchaser is resident in connection with the distribution of the Shares hereunder, and

	(ii)	applicable resale restrictions;

(kk)	this Agreement is not enforceable by the Purchaser unless it has been accepted by the Issuer, and the Purchaser acknowledges and agrees that the Issuer reserves the right to reject any subscription for any reason; and

(ll)	By executing and delivering this Agreement, each Subscriber will have directed the Issuer not to include a Canadian Legend on any certificates representing the Shares to be issued to such Subscriber. As a consequence, the Subscriber will not be able to rely on the resale provisions of Multilateral Instrument 45-102, and any subsequent trade in the Securities during or after the Canadian hold period described therein will be a distribution subject to the prospectus and registration requirements of Canadian securities legislation, to the extent that the trade is at that time subject to any such Canadian securities legislation.

2.2 Representations by the purchaser

The Purchaser represents and warrants to the Issuer that, as at the Agreement Date and at the Closing:

	(a)	the Purchaser has the legal capacity and competence to enter into and execute this Agreement and to take all actions required pursuant hereto and, if the Purchaser is a corporation, it is duly incorporated and validly subsisting under the laws of its jurisdiction of incorporation and all necessary approvals by its directors, shareholders and others have been obtained to authorize execution and performance of this Agreement on behalf of the Purchaser;

	(b)	the entering into of this Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to the Purchaser or of any agreement, written or oral, to which the Purchaser may be a party or by which the Purchaser is or may be bound;

	(c)	the Purchaser has duly executed and delivered this Agreement and it constitutes a valid and binding agreement of the Purchaser enforceable against the Purchaser in accordance with its terms;

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	(d)	the Purchaser is not acquiring the Shares for the account or benefit of, directly or indirectly, any U.S. Person;

	(e)	the Purchaser is not a U.S. Person;

	(f)	the Purchaser is resident in the jurisdiction set out under the heading "Name and Address of Purchaser" on the signature page of this Agreement;

	(g)	the sale of the Shares to the Purchaser as contemplated in this Agreement complies with or is exempt from the applicable securities legislation of the jurisdiction of residence of the Purchaser;

	(h)	the Purchaser is acquiring the Shares for investment only and not with a view to resale or distribution and, in particular, it has no intention to distribute either directly or indirectly any of the Shares in the United States or to U.S. Persons;

	(i)	the Purchaser is outside the United States when receiving and executing this Agreement and is acquiring the Shares as principal for the Purchaser's own account, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalisation thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such Shares;

	(j)	the Purchaser is not an underwriter of, or dealer in, the common shares of the Issuer, nor is the Purchaser participating, pursuant to a contractual agreement or otherwise, in the distribution of the Shares;

	(k)	the Purchaser (i) is able to fend for him/her/itself in the Subscription; (ii) has such knowledge and experience in business matters as to be capable of evaluating the merits and risks of its prospective investment in the Shares; and (iii) has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment;

	(l)	the Purchaser acknowledges that the Purchaser has not acquired the Shares as a result of, and will not itself engage in, any "directed selling efforts" (as defined in Regulation S under the 1933 Act) in the United States in respect of the Shares which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of the Shares; provided, however, that the Purchaser may sell or otherwise dispose of the Shares pursuant to registration of the Shares pursuant to the 1933 Act and any applicable state and provincial securities laws or under an exemption from such registration requirements and as otherwise provided herein;

	(m)	the Purchaser understands and agrees that none of the Shares have been registered under the 1933 Act, or under any state securities or "blue sky" laws of any state of the United States, and, unless so registered, may not be offered or sold in the United States or, directly or indirectly, to U.S. Persons except in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act;

	(n)	the Purchaser understands and agrees that offers and sales of any of the Shares prior to the expiration of a period of one year after the date of original issuance of the Shares (the one year period hereinafter referred to as the "Distribution Compliance Period") shall only be made in compliance with the safe harbor provisions set forth in Regulation S, pursuant to the registration provisions of the 1933 Act or an exemption therefrom, and that all offers and sales after the Distribution Compliance Period shall be made only in compliance with the registration provisions of the 1933 Act or an exemption therefrom and in each case only in accordance with applicable state and provincial securities laws;

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(o)	the Purchaser understands and agrees not to engage in any hedging transactions involving any of the Shares unless such transactions are in compliance with the provisions of the 1933 Act and in each case only in accordance with applicable state and provincial securities laws;

(p)	the Purchaser understands and agrees that the Issuer will refuse to register any transfer of the Shares not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from the registration requirements of the 1933 Act;

(q)	the Purchaser is not aware of any advertisement of any of the Shares and is not acquiring the Shares as a result of any form of general solicitation or general advertising including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising; and

(r)	no person has made to the Purchaser any written or oral representations:

	(i)	that any person will resell or repurchase any of the Shares;

	(ii)	that any person will refund the purchase price of any of the Shares;

	(iii)	as to the future price or value of any of the Shares; or

	(iv)	that any of the Shares will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Shares of the Issuer on any stock exchange or automated dealer quotation system.

2.3 Reliance, indemnity and notification of changes

The representations and warranties in the Subscription Agreement (including the first (cover) page, the Terms on pages 3 to 4, the General Provisions on pages 11 to 17 and the other schedules and appendices incorporated by reference) are made by the Purchaser with the intent that they be relied upon by the Issuer in determining its suitability as a purchaser of Purchased Securities, and the Purchaser hereby agrees to indemnify the Issuer against all losses, claims, costs, expenses and damages or liabilities which any of them may suffer or incur as a result of reliance thereon. The Purchaser undertakes to notify the Issuer immediately of any change in any representation, warranty or other information relating to the Purchaser set forth in the Subscription Agreement (including the first (cover) page, the Terms on pages 3 to 4, the General Provisions on pages 11 to 17 and the other schedules and appendices incorporated by reference) which takes place prior to the Closing.

2.4 Survival of representations and warranties

The representations and warranties contained in this Section will survive the Closing.

3. ISSUER’S ACCEPTANCE

The Subscription Agreement, when executed by the Purchaser, and delivered to the Issuer, will constitute a subscription for Shares which will not be binding on the Issuer until accepted by the Issuer by executing the Subscription Agreement in the space provided on the face page(s) of the Agreement and, notwithstanding the Agreement Date, if the Issuer accepts the subscription by the Purchaser, the Subscription Agreement will be entered into on the date of such execution by the Issuer.

4. CLOSING

4.1 On or before the end of the fifth business day before the Closing Date, the Purchaser will deliver to the Issuer the Subscription Agreement and all applicable schedules and required forms, duly executed, and payment in full for the total price of the Purchased Securities to be purchased by the Purchaser.

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4.2 At Closing, the Issuer will deliver to the Purchaser the certificates representing the Purchased Securities purchased by the Purchaser registered in the name of the Purchaser or its nominee, or as directed by the Purchaser.

5. MISCELLANEOUS

5.1 The Purchaser agrees to sell, assign or transfer the Securities only in accordance with the requirements of applicable securities laws and any legends placed on the Securities as contemplated by the Subscription Agreement.

5.2 The Purchaser hereby authorizes the Issuer to correct any minor errors in, or complete any minor information missing from any part of the Subscription Agreement and any other schedules, forms, certificates or documents executed by the Purchaser and delivered to the Issuer in connection with the Private Placement.

5.3 The Issuer may rely on delivery by fax machine of an executed copy of this subscription, and acceptance by the Issuer of such faxed copy will be equally effective to create a valid and binding agreement between the Purchaser and the Issuer in accordance with the terms of the Subscription Agreement.

5.4 Without limitation, this subscription and the transactions contemplated by this Subscription Agreement are conditional upon and subject to the Issuer’s having obtained such regulatory approval of this subscription and the transactions contemplated by this Subscription Agreement as the Issuer considers necessary.

5.5 This Subscription Agreement is not assignable or transferable by the parties hereto without the express written consent of the other party to this Subscription Agreement.

5.7 Except as expressly provided in this Subscription Agreement and in the agreements, instruments and other documents contemplated or provided for in this Subscription Agreement, this Subscription Agreement contains the entire agreement between the parties with respect to the Securities and there are no other terms, conditions, representations or warranties whether expressed, implied, oral or written, by statute, by common law, by the Issuer, or by anyone else.

5.8 The parties to this Subscription Agreement may amend this Subscription Agreement only in writing.

5.9 This Subscription Agreement enures to the benefit of and is binding upon the parties to this Subscription Agreement and their successors and permitted assigns.

5.10 A party to this Subscription Agreement will give all notices to or other written communications with the other party to this Subscription Agreement concerning this Subscription Agreement by hand or by registered mail addressed to the address given on page 1.

5.11 This Subscription Agreement is to be read with all changes in gender or number as required by the context.

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5.12 This Subscription Agreement will be governed by and construed in accordance with the internal laws of Nevada (without reference to its rules governing the choice or conflict of laws), and the parties hereto irrevocably attorn and submit to the exclusive jurisdiction of the courts of Alberta with respect to any dispute related to this Subscription Agreement.

End of General Provisions

End of Subscription Agreement