UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM SB-2

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

GLASS WAVE ENTERPRISES, INC.

(Exact name of registrant as specified in its charter)

Nevada		7990		47-0930829
State or jurisdiction of incorporation or organization		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification No.)

207 – 2525 Quebec Street, Vancouver, British Columbia Canada V5T 4R5 (604) 731-1412

(Address and telephone number of registrant's principal executive offices)

Incorp Services
6075 South Eastern Avenue, Suite 1, Las Vegas, Nevada 89119-3146 Telephone: (800) 246-2677

(Name, address and telephone number of agent for service)

Copy of communications to:

William L. Macdonald, Esq.
Clark Wilson LLP
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 of 1933. 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 prospectus is expected to be made pursuant to Rule 434, please check the following box. [ ]

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 ⁽²⁾
Common Stock to be offered for resale by selling stockholders	3,030,000	$0.15 ⁽²⁾	$454,500	$53.49
Total Registration Fee				$53.49

⁽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⁾ 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.

PROSPECTUS

Subject to Completion

_____, 2005

GLASS WAVE ENTERPRISES, INC.
A NEVADA CORPORATION

3,030,000 SHARES OF COMMON STOCK OF GLASS WAVE ENTERPRISES, INC.

_________________

This prospectus relates to 3,030,000 shares of common stock of Glass Wave Enterprises, Inc., a Nevada corporation, which may be resold by selling stockholders named in this prospectus. The shares were acquired by the selling shareholders directly from us in private offerings that were exempt from 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 price of $0.15 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 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. We will not receive any proceeds from the resale of shares of common stock by the selling stockholders. We will pay for 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 7 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 _____, 2005.

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	6
RISK FACTORS	7
RISKS RELATED TO OUR BUSINESS	7
We have had minimal revenues from operations and if we are not able to obtain further financing we may be forced to scale back or cease operations or our business operations may fail.	7
We have only commenced our business operations in January, 2005 and we have a limited operating history. If we cannot successfully manage the risks normally faced by start-up companies, we may not achieve profitable operations and ultimately our business may fail.	8
The fact that we are in the early development of our company and that we have only generated limited revenues since our incorporation raises substantial doubt about our ability to continue as a going concern, as indicated in our independent auditors' report in connection with our audited consolidated financial statements.	8
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.	8
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.	9
If we are unable to protect our internet domain name, our efforts to increase public recognition of our brand may be impaired.	9
The establishment and maintenance of brand identity of our website and health products is critical to our future success. If we are unable to provide competitive health products or otherwise fail to promote and maintain our brands, we may never achieve a profitable level of operations.	10
We currently do not have any intellectual property rights. If we are unable to protect our “Astro Nutrition” trade name and products, our efforts to increase public recognition of our “Astro Nutrition” brand may be impaired and we may be required to incur substantial costs to protect our name and products.	10
If our operations are disrupted by technological or other problems, we may not be able to generate revenues from the sale of our products.	10
Because we face intense competition, an investment in our company is highly speculative.	11
We are currently dependent upon one supplier, Body Energy Club, for supply of a substantial portion of our health products. If Body Energy Club ceased to provide us with its products for sale through our website our sales and profitability potential may be irreparably harmed.	11
Because we depend on our directors and officers, Chester Ku and Bianca Knop to operate our business, if we cannot hire and retain qualified personnel to replace either of these individuals if they leave our company, then we might be forced to discontinue our operations.	11
Our directors and officers are engaged in other business activities and accordingly may not devote sufficient time to our business affairs, which may affect our ability to conduct operations and generate revenues.	12
Because our officers, directors and principal shareholders control a majority of our common stock, investors will have little or no control over our management or other matters requiring shareholder approval.	12
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.	12
Because we can issue additional common shares, purchasers of our common stock may incur immediate dilution and may experience further dilution.	12
RISKS ASSOCIATED WITH OUR COMMON STOCK	12
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.	12

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.	13
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.	13
Our stock is a penny stock. Trading of our stock may be restricted by the SEC's penny stock regulations which may limit a stockholder's ability to buy and sell our stock.	13
NASD sales practice requirements may also limit a stockholder's ability to buy and sell our stock.	14
FORWARD-LOOKING STATEMENTS	14
SECURITIES AND EXCHANGE COMMISSION'S PUBLIC REFERENCE	14
THE OFFERING	14
DETERMINATION OF OFFERING PRICE	15
USE OF PROCEEDS	15
DILUTION	15
DIVIDEND POLICY	15
SELLING STOCKHOLDERS	15
PLAN OF DISTRIBUTION	17
TRANSFER AGENT AND REGISTRAR	19
LEGAL PROCEEDINGS	19
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS	19
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	21
DESCRIPTION OF COMMON STOCK	21
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	22
INTEREST OF NAMED EXPERTS AND COUNSEL	22
EXPERTS	22
DISCLOSURE OF SEC POSITION OF INDEMNIFICATION FOR SECURITIES ACT LIABILITIES	22
DESCRIPTION OF PROPERTY	23
DESCRIPTION OF BUSINESS	23
MANAGEMENT'S DISCUSSION AND ANALYSIS	27
NEW ACCOUNTING PRONOUNCEMENTS	32
APPLICATION OF CRITICAL ACCOUNTING POLICIES	33
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS	33
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS	34
EXECUTIVE COMPENSATION	35
REPORTS TO SECURITY HOLDERS	36
WHERE YOU CAN FIND MORE INFORMATION	37
FINANCIAL STATEMENTS	37

As used in this prospectus, the terms “we”, “us”, “our”, and “Glass Wave” mean Glass Wave Enterprises, Inc. and our wholly owned subsidiary, Astro Nutrition Inc., unless otherwise indicated.

All dollar amounts refer to U.S. dollars unless otherwise indicated.

PROSPECTUS SUMMARY

Our Business

We were incorporated in the State of Nevada on May 12, 2004 and commenced operations commensurate with the acquisition of Astro Nutrition Inc. on January 31, 2005. Our wholly-owned subsidiary, Astro Nutrition Inc., was incorporated in British Columbia, Canada on November 25, 2004. Through our wholly-owned subsidiary Astro Nutrition Inc. we sell a range of health products and herbal remedies. Astro Nutrition Inc. targets the health product market of health food supplements and herbal remedies by catering mainly to the European and Asian markets. Through our website “astronutrition.com” we offer over 300 products from approximately 80 manufacturers. Information contained in our website does not form part of this prospectus.

The address of our resident agent in Nevada is located at 3155 E. Patrick Lane, Suite 1, Las Vegas, Nevada 89120-3481. Our principal executive offices are located at 207 – 2525 Quebec Street, Vancouver, British Columbia, Canada V5T 4R5. Our telephone number is 604.731.1412. We have one wholly-owned subsidiary, Astro Nutrition Inc., a British Columbia, Canada corporation incorporated on November 25, 2004 and its principal office is located at 207 – 2525 Quebec Street, Vancouver, British Columbia, Canada V5T 4R5.

We are a development stage company and have not generated significant revenue since our recapitalization which was effective as at November 25, 2004 (the incorporation date of our subsidiary). In order to fund our plan of operation, we anticipate that we will require an additional CAD$67,000 to CAD$135,000 through January 31, 2006.

Due to the uncertainty of our ability to meet our current operating and capital expenses, in their report on the consolidated financial statements for the period ended January 31, 2005, our independent auditors included an explanatory paragraph regarding concerns about our ability to continue as a going concern. Our consolidated financial statements contain additional note disclosures describing the circumstances that lead to this disclosure by our independent auditors.

Number of Shares Being Offered

This prospectus covers the resale by the selling stockholders named in this prospectus of up to 3,030,000 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 $0.15 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. Please see the Plan of Distribution section at page 17 of this prospectus for a detailed explanation of how the common shares may be sold.

Number of Shares Outstanding

There were 11,630,000 shares of our common stock issued and outstanding as at April 30, 2005.

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 summarized consolidated financial data presented below is derived from and should be read in conjunction with our audited financial statements from November 25, 2004 (date of inception) to January 31, 2005, including the notes to those financial statements which are included elsewhere in this prospectus along with the section entitled “Management’s Discussion and Analysis” beginning on page 27 of this prospectus.

	From November 25, 2004 (Date of Inception) to January 31, 2005 ⁽¹⁾
Revenue ⁽²⁾	$28,261
Net Income (Loss) for the Period	$1,959
Income Per Share - basic and diluted	$0.02
	As at January 31, 2005
Working Capital (Deficiency)	$(517)
Total Assets	$28,392
Total Number of Issued Shares of Common Stock	100,000
Weighted Average Shares Outstanding	100,000
Retained Earnings	$1,959
Total Stockholders' Equity	$1,913

⁽¹⁾	Our subsidiary was incorporated on November 25, 2004 and we have not completed a full financial fiscal year.

⁽²⁾	All revenue reported is revenue generated by our subsidiary, Astro Nutrition Inc.

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

We have had minimal revenues from operations and if we are not able to obtain further financing we may be forced to scale back or cease operations or our business operations may fail.

To date we have not generated any material income from operations and we have been dependent on sales of our equity securities to meet the majority of our cash requirements. Since we commenced our business operations, we have generated $28,261 in revenue from the sale of health products to January 31,2005. We generated net income of $1,959 for the fiscal period ended January 31, 2005. As of January 31, 2005, we had a working capital deficiency of $(517). We do not expect material positive cash flow from operations in the near term. Between January 2005 and March 2005, we received an aggregate of $57,750 gross proceeds from a private placement financings in which we sold shares of our common stock. We have estimated that we will require between CAD$67,000 and CAD$135,000 to carry out our business plan for the period ending January 31, 2006. Because we cannot anticipate when we will be able to generate significant revenues from sales, we will need to raise additional funds to continue to develop our website to respond to competitive pressures, to sign distribution agreements with manufacturers and suppliers of health products or to respond to unanticipated requirements or expenses. If we are not able to generate significant revenues from the sale of health food supplements we will not be able to maintain our operations or achieve a profitable level of operations.

We have only commenced our business operations in January, 2005 and we have a limited operating history. If we cannot successfully manage the risks normally faced by start-up companies, we may not achieve profitable operations and ultimately our business may fail.

We have a limited operating history. Our operating activities since our incorporation on May 12, 2004 consisted primarily of acquiring a health products retail company, which acquisition occurred on January 31, 2005, and continuing to market the products. On January 31, 2005, we acquired all the outstanding shares in Astro Nutrition Inc., a British Columbia, Canada company which retails health products and herbal remedies through its website at www.astronutrition.com. Astro Nutrition Inc. was incorporated on November 25, 2004. We are continuing to develop and expand our website and the products we offer. Our prospects are subject to the risks and expenses encountered by start up companies, such as uncertainty regarding level of future revenue and inability to budget expenses and manage growth accordingly and inability to access sources of financing when required and at rates favorable to us. Our limited operating history and the highly competitive nature of the health products industry make it difficult or impossible to predict future results of our operations. We may not establish a clientele that will make us profitable, which might result in the loss of some or all of your investment in our common stock.

The fact that we are in the early development of our company and that we have only generated limited revenues since our incorporation raises substantial doubt about our ability to continue as a going concern, as indicated in our independent auditors’ report in connection with our audited consolidated financial statements.

We are in the development stage and have generated limited revenues since our inception on May 12, 2004. Since we are still in the early stages of developing our company and because of the lack of business operations at January 31, 2005, our independent auditors’ report includes an explanatory paragraph about our ability to continue as a going concern. We will, in all likelihood, continue to incur operating expenses without significant revenues until our website gains significant popularity. Between January 2005 and March 2005, we raised $57,750 through the sale of shares of our common stock. We estimate our average monthly operating expenses, not including one time expenses in marketing and in completing construction of our website (which one-time expenses and estimated to be up to total of CAD$75,000 for the period ending January 31, 2006), to be approximately $5,000 each month. At this rate we will not be able to expand our operations beyond their present level without generating significant revenues from our operations or obtaining further financing. Our primary source of funds has been the sale of our common stock. We cannot assure that we will be able to generate enough interest in our website and products by consumers of health products. If we cannot attract a significant number of customers, we will not be able to generate any significant revenues or income. In addition, if we are unable to establish and generate material revenues, or obtain adequate future financing, our business will fail and you may lose some or all of your investment in our common stock. These circumstances raise substantial doubt about our ability to continue as a going concern as described in an explanatory paragraph to our independent auditors’ report on the financial statements for the period ended January 31, 2005.

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 intend to spend a further CAD$3,000 to expand our website and up to a maximum of CAD$72,000 to market our website and products before January 31, 2006. 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 website 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, 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.

We anticipate that the funds we have raised in the last private placement may be sufficient to satisfy our cash requirements for the balance of the year ended January 31, 2006. However, there is no assurance that actual cash requirements will not exceed our estimates. In particular, additional capital may be required in the event that:

— we incur unexpected costs in expanding our website or encounter any unexpected technical or other difficulties;

— we incur delays and additional expenses as a result of technology failure;

— we are unable to create a substantial market for our products; or

— we incur any significant unanticipated expenses.

The occurrence of any of the aforementioned events could prevent us from pursuing our business plans for the expansions of our health products sales operations and ultimately achieving a profitable level of such operations.

We will depend almost exclusively on outside capital to pay for the continued development and marketing of our products. Such outside capital may include the sale of additional stock and/or commercial borrowing. There can be no assurance that capital will continue to be available if necessary to meet these continuing development costs or, if the capital is available, that it will be on terms acceptable to us. The issuance of additional equity securities by us would 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.

If we are unable to obtain financing in the amounts and on terms deemed acceptable to us, we may not be able to expand or continue our health product sales operations and so may be forced to scale back or cease operations or discontinue our business.

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 securities laws against them.

If we are unable to protect our internet domain name, our efforts to increase public recognition of our brand may be impaired.

We currently hold the internet domain name “astronutrition.com”. The acquisition and maintenance of domain names generally is regulated by governmental agencies and their designees. The regulation of domain names in the United States and in foreign countries is subject to change. As a result, we may be unable to acquire or maintain relevant domain names in all countries in which we intend to conduct business. This could impair our efforts to build brand recognition and to increase traffic to our website and sales. Furthermore, the relationship between regulations governing domain names and laws protecting trademarks and similar proprietary rights is unclear. Therefore, we may be unable to prevent third parties from acquiring domain names that are similar to, infringe upon or otherwise decrease the value of our trademarks and other proprietary rights. We may need to bring legal claims to enforce or protect such intellectual property rights. Any litigation, whether successful or unsuccessful, could result in substantial costs and diversions of resources. Any claims, by or against us, could be time consuming and costly to defend or litigate, divert our attention and resources and result in the loss of goodwill associated with our trade names.

The establishment and maintenance of brand identity of our website and health products is critical to our future success. If we are unable to provide competitive health products or otherwise fail to promote and maintain our brands, we may never achieve a profitable level of operations.

We offer health products on our website. Since we expect that in the future, substantially all of our revenues will be generated from product sales through our website, market acceptance of our website is critical to our future success. Factors such as market positioning, the availability and price of competing health products, and the introductions of new products will affect the market acceptance of our health products.

We believe that establishing and maintaining brand identity of our website will help increase the awareness of our health products. Promotion of our products will depend largely on our success in continuing to provide a high quality online website. In order to attract and retain consumers of our products and to promote and maintain our brand in response to competitive pressures, we may increase our financial commitment to creating and maintaining a distinct brand loyalty among our consumers. If we are unable to provide high quality, competitively priced health products, or otherwise fail to promote and maintain our brand, incur excessive expenses in an attempt to improve, or promote and maintain our brand, we will not achieve profitable operations and you may lose some or all of your investment in our common stock.

We currently do not have any intellectual property rights. If we are unable to protect our “Astro Nutrition” trade name and products, our efforts to increase public recognition of our “Astro Nutrition” brand may be impaired and we may be required to incur substantial costs to protect our name and products.

We have not made any applications for the protection of our intellectual property rights. As a consequence we may not be able to prevent the unauthorized use of our “Astro Nutrition” trade name and products. We may be unable to prevent third parties from acquiring and using names or products that are similar to, infringe upon or otherwise decrease the value of our name, our products, and other proprietary rights that we may hold. We may need to bring legal claims to enforce or protect any intellectual property rights that we assert. Any litigation, whether successful or unsuccessful, could result in substantial costs and diversions of resources. Any claims, by or against us, could be time consuming and costly to defend or litigate, divert our attention and resources and result in the loss of goodwill associated with our trade name and products.

If our operations are disrupted by technological or other problems, we may not be able to generate revenues from the sale of our products.

Our systems could be overwhelmed or could fail for any number of reasons. We currently promote and sell our product exclusively through the internet. Heavy usage volumes could cause significant backlogs or could cause our systems to fail. We may not be able to expand and upgrade our technology and network hardware and software to accommodate increased usage by our customers on a timely basis. Also, our systems, and those of the third parties on which we depend, may not operate properly in the event of:

— a hardware or software error, failure or crash,

— a power or telecommunications failure,

— human error, or

— a fire, flood or other natural disaster.

Our systems may be more likely to suffer problems while we implement upgrades to our network hardware and software. Additionally, our computer systems and those of the third parties on which we depend may be vulnerable to damage or interruption due to sabotage, computer viruses or other criminal activities or security breaches.

The computer servers which house the data storage and software are housed at the data center of a third party company. If the systems of this third party slows down significantly or fail even for a short time, our customers would suffer delays in data access. These delays could damage our reputation and cause customers to choose other health product vendors. We currently do not have any property and business interruption insurance to compensate us for all losses we may incur. If any of these circumstances occur, then our ongoing operations may be harmed to the extent that we will be unable to sell our products through our website and as a result you may lose some or all of your investment in our common stock.

Because we face intense competition, an investment in our company is highly speculative.

Our domain name “www. astronutrition.com” and our health products are critical to our success. The health product industry is characterized by intense and substantial competition. We believe that our website will have to compete with large and established companies such as “bodybuilding.com” and “herbalremedies.com” (information on these websites and the companies that operate them does not form part of this prospectus), as well as other small to medium sized internet retailers of health products.

These existing and future competitors may be able to respond more quickly to new or changing opportunities, technologies and customer requirements than us and may be able to undertake more extensive promotional activities, offer more attractive terms to customers and adopt more aggressive pricing policies than we do. Increased competition by these existing and future competitors will negatively affect our ability to maintain or expand our operations, or achieve profitability.

We are currently dependent upon one supplier, Body Energy Club, for supply of a substantial portion of our health products. If Body Energy Club ceased to provide us with its products for sale through our website our sales and profitability potential may be irreparably harmed.

We have entered into a verbal supply/distribution agreement with Body Energy Club of Vancouver, British Columbia for the supply of health products which we resell. Body Energy Club supplies the majority of the health products that we sell. Our reliance on this supplier, subjects us to various risks, including the possibility of a shortage or lack of availability of health products, quality control problems, increases in costs and lack of control over delivery schedules, any of which would decrease our sales and revenues and restrict our chances to become profitable. In situations where we are unable to rectify supply or quality problems associated with the health products supplied to us, costly delays could result. Although we believe that Body Energy Club has current manufacturing capabilities to enable it to produce and supply the health products which we will require, there is no assurance that this will be adequate for future growth. Further, if Body Energy Club ceased to provide us with its products for sale through our website we may be required to find an alternate supplier with less consumer brand recognition, or who may charge us more for similar products. If we are required to pay more for our products from an alternate supplier our potential profit margins will decrease.

Because we depend on our directors and officers, Chester Ku and Bianca Knop to operate our business, if we cannot hire and retain qualified personnel to replace either of these individuals if they leave our company, then we might be forced to discontinue our operations.

Our president, secretary, treasurer and director, Chester Ku, handles all of the responsibilities in the area of corporate administration, business development and research. Ms. Bianca Knop was appointed vice-president on January 1, 2005 and a director on February 22, 2005. In addition, Mr. Ku has also provided us with capital raising services. The loss of the services of any of these directors, executive officers or key personnel, or the inability to identify, hire, train and retain other qualified directors, executive officers or personnel in the future would have a material adverse affect on our business, financial condition and operating results. We do not maintain any life insurance policies on any of these directors, executives, or key personnel for our benefit. If they sell all or most of their shares common stock, they may no longer have an incentive to remain with us, which would damage our business.

Our directors and officers are engaged in other business activities and accordingly may not devote sufficient time to our business affairs, which may affect our ability to conduct operations and generate revenues.

One of our directors and officers is involved in other business activities. Bianca Knop, our Vice-President and director is employed full time as a freelance fitness consultant. As a result of this other business activity that Ms. Knop is involved in, she may not be able to devote sufficient time to our business affairs, which may negatively affect our ability to conduct our ongoing operations and our ability to generate revenues.

Because our officers, directors and principal shareholders control a majority of our common stock, investors will have little or no control over our management or other matters requiring shareholder approval.

Our officers and directors, in the aggregate, beneficially own 73.83% of issued and outstanding shares of our common stock. As a result, they have the ability to control matters affecting minority 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 the company, investors will not be able to replace our management if they disagree with the way our business is being run. Because control 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.

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 75,000,000 common shares, of which 11,630,000 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.

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 National Association of Securities Dealers Inc.‘s 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. However, 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 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 materially adversely affect the market price of our common stock.

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 26.17% 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.

Any significant downward pressure on the price of our common stock as the selling stockholders sell the shares of our common stock could encourage short sales by the selling stockholders or others. Any such short sales could place further downward pressure on the price of our common stock.

Our stock is a penny stock. Trading of our stock may be restricted by the SEC’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 the marketability of our common stock.

NASD 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 34 for discussions of penny stock rules), the NASD 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 NASD believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. The NASD 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.

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”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “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 7 to 14, 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 SEC’s Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549. Information on the operation of the Public Reference Room may be obtained by calling the SEC at 1-800-SEC-0330. The SEC 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 SEC.

THE OFFERING

This prospectus covers the resale by the selling stockholders named in this prospectus of up to 3,030,000 shares of common stock which were issued pursuant to several private placement offerings made by us pursuant to Regulation S promulgated under the Securities Act.

The selling stockholders will sell their shares of our common stock at $0.15 per share until our common stock is quoted on the 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. 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 price of $0.15 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. The offering price of $0.15 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, because we have no significant operating history and have not generated any material revenue to date, the price of the common stock is not based on past earnings, nor is the price of the common stock indicative of the current market value of the assets owned by us. No valuation or appraisal has been prepared for our business and potential 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.

DILUTION

The common stock to be sold by the selling stockholders is the 3,030,000 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 3,030,000 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 April 30, 2005 and the number of shares of common stock covered by this 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.

Name of Selling Stockholder and Position, Office or Material Relationship with Glass Wave Enterprises, Inc.	Common Shares owned by the Selling Stockholder ⁽²⁾	Total Shares to be Registered Pursuant to this Offering	Number of Shares Owned by Selling Stockholder After Offering and Percent of Total Issued and Outstanding ⁽¹⁾
	Common Shares owned by the Selling Stockholder ⁽²⁾	Total Shares to be Registered Pursuant to this Offering	# of Shares	% of Class
Irwin Lee	90,000	90,000	Nil	0%
Fabyo Araujo	90,000	90,000	Nil	0%
Robin Varley	105,000	105,000	Nil	0%
Andrew Walter	60,000	60,000	Nil	0%
Fred Masse	100,000	100,000	Nil	0%
Eric Masse	80,000	80,000	Nil	0%
Dallas Bolton	100,000	100,000	Nil	0%
Theresa Martin	90,000	90,000	Nil	0%
Reid Parr	120,000	120,000	Nil	0%
Melanie Mageau	100,000	100,000	Nil	0%
Matt Sullivan	100,000	100,000	Nil	0%
Brian Wong	90,000	90,000	Nil	0%
Melissa Sevigny	130,000	130,000	Nil	0%
Eliza Henshaw	100,000	100,000	Nil	0%
Meg Chamberlin	80,000	80,000	Nil	0%
David Hardy	90,000	90,000	Nil	0%
Jennifer Goodson	90,000	90,000	Nil	0%
Don Campbell	80,000	80,000	Nil	0%
Emily To	80,000	80,000	Nil	0%
Drew Malcolm	95,000	95,000	Nil	0%
Steve Geszler	80,000	80,000	Nil	0%
Darren Stoupe	90,000	90,000	Nil	0%
Erica Dunham	100,000	100,000	Nil	0%
Kevin Mcclay	120,000	120,000	Nil	0%
Michael McIntosh	90,000	90,000	Nil	0%
Eric Nyberg	100,000	100,000	Nil	0%
Ryan Thompson	100,000	100,000	Nil	0%
Sam Issari	75,000	75,000	Nil	0%

Mack Hardy	100,000	100,000	Nil	0%
Sean Conner	120,000	120,000	Nil	0%
Carmen Bishop	85,000	85,000	Nil	0%
Shawn Sabhaney	100,000	100,000	Nil	0%
Total:	3,030,000	3,030,000

⁽¹⁾

Assumes all of the shares of common stock offered are sold. Based on 11,630,000 common shares issued and outstanding on April 30, 2005.

⁽²⁾

Beneficial ownership is determined in accordance with SEC 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.

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.

We sold 100,000 shares to Chester Ku at $0.001 per share on January 14, 2005. We also sold an aggregate of 8,500,000 shares to Chester Ku and Bianca Knop at $0.005 per share in February of 2005. These shares are not being registered under this prospectus.

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 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 price of $0.15 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. The shares of common stock may be sold by the selling stockholders by one or more of the following methods, without limitation:

(a)

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;

(b)

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

(c)

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

(d)

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

(e)

privately negotiated transactions; and

(f)

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.

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 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.

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, the selling stockholders intend to comply with the prospectus delivery requirements, under the Securities Act, 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 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, 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 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, as amended, may be sold under Rule 144 rather than pursuant to this prospectus.

TRANSFER AGENT AND REGISTRAR

The transfer agent and registrar for our common stock is Pacific Stock Transfer (Suite 240, 500 East Warm Springs Road, Las Vegas, Nevada 89119, telephone: 702.361.3303).

LEGAL PROCEEDINGS

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:

Name	Position Held with the Company	Age	Date First Elected or Appointed
Chester Ku	President, Secretary, Treasurer and Director	31	President, Secretary and Treasurer since January 14, 2005 Director since May 13, 2004
Bianca Knop	Vice-President and Director	26	Vice-President since January 1, 2005 Director since February 22, 2005

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.

Chester Ku, President, Secretary, Treasurer and Director

On May 13, 2004, Mr. Ku was appointed as a director and at January 14, 2005 was appointed president, secretary and treasurer of our company. Mr. Ku completed his Aided Design and Drafting program as a computer programmer and analyst in the spring of 1995 from CDI College in Montreal, Quebec. He went on to head the technical support team at ADP Systemes Informatiques and was responsible for software development of custom accounting and payroll software from May 1995 to September 1996. In April 1997 he joined CIBC VISA, as a customer service representative working with the “help desk”, providing second-level support and resolving escalated calls by irate customers. In June of 1999, he completed the Canadian Securities Course and joined CIBC Wealth Management working as a Registered Representative. His primary role was providing order execution for online brokerage clients. He obtained his Derivatives Fundamentals, Options Licensing, Professional Financial Planning and Technical Analysis certificates during that time. Mr. Ku accepted a buyout package from CIBC Wealth Management in April 2002. He began to develop Astro Nutrition Inc. in October of 2004.

Mr. Ku currently spends approximately 60 hours per week providing services to our company, which represents all of his working hours.

Bianca Knop, Vice-President and Director

Ms. Knop was appointed Vice-President of the Company on January 1, 2005 and director of the Company on February 22, 2005. Bianca Knop began her career in the sport and fitness industry at the University of British Columbia. In addition to completing her Bachelor of Human Kinetics degree in Leisure and Sports Management, she also became certified as a senior fitness instructor and a “keiser spinning” instructor. She applied these skills as a personal trainer for two years at the Coast Club Tennis and Fitness Centre where she worked closely with the “changing aging program”. After graduating in 2001, Ms. Knop worked in the sales department of Mount Seymour Resorts. Ms. Knop was an adventure tour guide at Moose Travel Network Ltd. for the summers of 2003 and 2004.

Ms. Knop currently spends approximately 3 to 5 hours per week providing services to our company, which represents approximately 10% of her working hours. She spends the remainder of her working hours working as a freelance fitness consultant.

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:

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;

any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

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

being found by a court of competent jurisdiction (in a civil action), the 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 April 30, 2005, 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⁾
Chester Ku 207-2525 Quebec Street Vancouver, BC Canada V5T 4R5	6,600,000	56.56%
Bianca Knop 307 – 1110 W 10th Avenue Vancouver, BC Canada V6H 1J1	2,000,000	17.27%
Directors and Officers (as a group)	8,600,000	73.83%

⁽¹⁾ Based on 11,630,000 shares outstanding as of April 30, 2005.

Changes in Control

We are unaware of any contract, or other arrangement or provision of our Articles or by-laws, 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 75,000,000 shares of common stock with a par value of $0.001. As at April 30, 2005 we had 11,630,000 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 conversion, 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 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.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE

We engaged the firm of Staley, Okada & Partners, Chartered Accountants, to audit our financial statements for the period ended January 31, 2005. There has been no change in the accountants and no disagreements with Staley, Okada & Partners, Chartered Accountants, 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 Glass Wave Enterprises, Inc. included in this registration statement have been audited by Staley, Okada & Partners, Chartered Accountants, to the extent and for the period set forth in their report (which contains an explanatory paragraph regarding our company’s ability to continue as a going concern) appearing elsewhere in the registration statement, and are included in reliance upon such report given upon the authority of said firm as experts in auditing and accounting.

DISCLOSURE OF SEC POSITION OF
INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

Our Articles of Incorporation provide that no director or officer shall be personally liable to our company or any of its stockholders for damages for breach of fiduciary duty as a director or officer involving any act or omission of such director or officer unless such acts or omissions involve: (i) a breach of the director’s duty of loyalty to our company and our stock holders, (ii) bad faith, intentional misconduct or a knowing violation of law, (iii) the payment of dividends in violation of the General Corporate Law of Nevada, or (iv) any transaction from which the director derived an improper personal benefit.

Our Bylaws provide we have the power to indemnify, to the greatest allowable extent permitted under the General Corporate Laws of Nevada, directors or officers of our company for any duties or obligations arising out of any acts or conduct of the officer or director performed for or on behalf of our company. We will reimburse each such person for all legal and other expenses reasonably incurred by him in connection with any such claim or liability, including power to defend such persons from all suits or claims as provided for under the provisions of the General Corporate Law of Nevada.

DESCRIPTION OF PROPERTY

Our executive and head office is located at 207-2525 Quebec Street, Vancouver, British Columbia, Canada V5T 4R5. The office is provided to us at CAD$1,000 per month paid to Mr. Ku pursuant to a sub-lease agreement dated March 29, 2005, and is located in his residence. This operating facility functions as our main operating facility. We believe our current premises are adequate for our current operations and we do not anticipate that we will require any additional premises in the foreseeable future.

DESCRIPTION OF BUSINESS

We were incorporated in the State of Nevada on May 12, 2004 and commenced business operations commensurate with the acquisition of Astro Nutrition Inc. on January 31, 2005. Our wholly-owned subsidiary, Astro Nutrition Inc., was incorporated in the Province of British Columbia on November 25, 2004. Astro Nutrition was acquired from our President, Chester Ku. In consideration for the acquisition we issued Chester Ku a promissory note in the amount of $100 at the time of the acquisition. At the time of the acquisition, Chester Ku was the sole shareholder, director and officer of both our company and Astro Nutrition.

Our Current Business

Through our subsidiary, Astro Nutrition Inc., we sell a range of health products and herbal remedies. Astro Nutrition Inc. targets the market of health food supplements and herbal remedies by catering mainly to the European and Asian markets. We started with less than ten products and have grown to offer over 300 products from approximately 80 manufacturers.

Astro Nutrition Inc. was conceived to supply health food supplements to individuals who are looking at increasing their mass, losing weight or staying fit. We believe target consumers for this market are no longer limited to bodybuilders and athletes, but now include everyday people who are becoming more health conscious.

The astronutrition.com website was initially designed and made available to the public in October 2004 by our President, Chester Ku, who subsequently incorporated the company for the ongoing development, sale and distribution of its burgeoning product line. The astronutrition.com website was initially marketed in the UK in order to gain market share and help grow a strong base of clients. The UK market was chosen because of the high exchange rate between the Canadian Dollar and the British Pound. On average, one British Pound was equivalent to CAD$2.37 between March 1, 2004 to March 1, 2005.

In January 2005, our newly enhanced Version 2.0 of astronutrition.com was launched. Version 2.0 of our website was designed with Zen Cart, an open source shopping cart system using Personal Home Page server-side technology. This new version fixed flaws with the order and payment processing and offered new features previously unavailable in Version 1.0 of our website. Version 2.0 supports:

o Multi-currency options and exchange rates updated daily through Oanda.com, a provider of foreign exchange, currency trading, and information services;

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Advanced search function by product, category, manufacturer, price or date added to library;

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Customer login, required acknowledgement of privacy statement, order tracking and order history;

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Newsletters;

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Automatic Froogle (smart shopping through Google) data and image feeds of products;

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Dynamic site map based upon the creation of all categories and sub-categories;

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Coupon and gift certificate manager for new and loyal customers;

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PDF catalog;

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Rotating products and images for monthly specials, new products and featured items; and

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Customer reviews of products.

British Columbia has numerous businesses engaged in the manufacturing and distribution of nutrition supplements. Astro Nutrition Inc. intends on capitalizing on this market opportunity by purchasing primarily Canadian made products at wholesale prices. For example, we have a verbal agreement with Body Energy Club of Vancouver, British Columbia on the purchase of supplements at discount prices (20%-70% below MSRP). Inventory is kept to a bare minimum as we are able to purchase items from Body Energy Club only when we receive purchase orders from our customers. This enables us to list hundreds of products while maintaining manageable inventory levels. If Body Energy Club, our primary supplier, were to cease operations or discontinue its business relationship with us, we believe we would be able to develop a relationship with another supplier.

Transactions are handled electronically and product is only delivered after payment has cleared. Our credit card processing is provided by World Pay (a subsidiary of the Bank of Scotland). World Pay is capable of receiving transactions in over 100 currencies. We are charged transaction fees of 3.95% and 4.95% for single and multi-currency transactions, respectively. We may qualify for lower merchant discount rates (up to 1% lower) if sales increase to USD$75,000 per month and our chargeback rate remains between 0% and 1%. Our other accepted form of electronic payment is available through PayPal, an eBay company, a global leader in online payments.

Current and Anticipated Sources of Revenue

There are over 25 categories of products that are made available by Astro Nutrition Inc. and we have identified significant consumer interest in our “Weight Loss” product category, from which approximately 90% of our sales originate.

The remaining 10% of our current revenue is spread among our other product lines. We continue to expand our catalog of products with the goal of increasing our available items to 500 by December 2005. New products may include items such as herbal teas, aromatherapy products and protein bars.

Future products may also include tanning lotions and bronzers. These products typically have high margins and target the image conscious consumer. Astro Nutrition Inc. is in negotiations with a British Columbia wholesaler of tanning products regarding advertising their line of products and purchasing their items on an ongoing basis in tandem with sales to minimize inventory.

Google AdSense is a free feature that was implemented on our website on the 29th of April, 2005. This customizable program generates potential advertising revenue from each page of the AstroNutrition.com website. AdSense provides a Google search box and delivers PPC relevant ads that are targeted — on a page-to-page basis — to the to the content found on our site. We receive payment (the exact revenue share is not disclosed) from Google when users click on these sponsored ads. A cheque is mailed approximately 30 days after the end of each calendar month if the earned balance is USD$100 or more.

Marketing

Pay per click search engines are a source of traffic for online retailers such as ourselves. We obtain most of our traffic and subsequent sales from highly-targeted pay-per-click advertising available through Google Adwords and Overture (Yahoo! Search Marketing). The Google Network extends to search and content sites such as About.com, Dealtime.co.uk and AskJeeves. Listings on the Overture network are found on major search engines such as MSN, AltaVista, Yahoo! and Info Space. In the year ending January 31, 2005, over 95% of sales were obtained from these sources. We believe part of our success relates to creating separate advertisements for individual products. Because our gross profit margins are relatively high, we often outbid our competitors and achieve a top five advertising ranking. Such positioning is determined by a bidding process, where a company bids against other people who have chosen the same keywords. The highest bidder appears first in the list of advertisements, the second highest bidder appears second, and so on. For the 2005 fiscal year, we intend on replicating this successful formula with the smaller, niche pay per click sites. Cost per click for this type of advertising is generally lower than the traditional search engines. Our current pay per click budget is CAD$4,000 per month and we project increasing this budget to CAD$6,000 per month within the next 12 months if we continue to monitor favorable results. The use of “Google AdWords Free Conversion Tracking” application enables Astro Nutrition Inc. to monitor keyword conversions and reduce costs when unsuccessful advertising campaigns are identified.

In 2004, Astro Nutrition Inc. started a banner advertising campaign with UK-muscle.co.uk (a relatively small UK bodybuilding website). Costing GBP54.00, this 3-month test campaign was created to analyze flow-through traffic patterns from bodybuilding websites. During that period, UK-muscle.co.uk contributed 111 hits to our website. On April 7 ^th , 2005, we commenced advertising on MucleTalk.co.uk, at a cost of GBP325.00 for 3 months. Mucletalk.co.uk is the #1 UK-based bodybuilding forum with over 5,000 visitors and 50,000 page views per day. This has led to an additional 1000 hits to our site in the last 3 weeks of April. If positive sales leads result in sales that exceed our CAD$300 monthly budget, we will increase our budget and web presence incrementally.

We will be increasing our efforts to achieve free search engine traffic and listings on website directories. Crawlers, robots and spiders examine all documents on the web and catalog static and dynamic web pages. Keyword density is also important for having search engines associate a page with given keywords. We are continually adding more HTML enriched text that should allow for higher search rankings. Currently less than 10% of our traffic comes from free search engine traffic. We will be looking at optimizing our web pages by focusing on keywords and keyword placement to obtain greater search engine visibility.

Website directories such as DMOZ (Open Directory Project) and Froogle (Google’s shopping search engine) will also be targeted as we work on expanding our internet presence. This is another cost-effective method that we will aggressively pursue between May and July 2005. Advertising with DMOZ involves submitting links of all products relevant to each category of the site. We intend on uploading our database to Froogle by October of 2005.

Finally, we plan to integrate a reciprocal link exchange application to our online site in order to increase our search engine ranking. Search engines don’t just look at the content of a site to determine a match for a search. They also look at the number of outside websites that can validate, by linking, a good match for a particular search word or phrase. Because it increases search engine positioning, link exchange will continue to be an essential factor in our marketing initiatives. The purpose of this program will be to connect relevant high quality, content rich resources with astronutrition.com at no cost. We are considering creating a “Links” tab on our website to further this objective.

Technology

We host our website and email on two servers co-located at Vancouver, British Columbia. These servers are owned and operated by Deep Systems. They provide high performance bandwidth and secure server co-location facilities with a 99% uptime guarantee. Fees are CAD$175.00 per month for up to 10 gigabytes of bandwidth. Overage charges are CAD$20 per month for each additional gigabyte over the initial 10 gigabytes. There are numerous hosting companies all over North America that could meet our hosting needs. In the event that Deep Systems ceases operations or discontinues its business relationship with us, we would be able to resume services with another hosting company. As a precaution, Astro Nutrition Inc. keeps a regular offsite backup of the source code and database contents and structure. The site can be reconstructed from this backup in a matter of hours.

Competition

In addition to competition from website retailers, there is also heavy competition from traditional retail outlets. Competition among the retail stores range from a cluster of small retail outlets to chains of dozens of stores in each state and province. Retail stores are increasing their internet presence and pose significant competition. They have the ability to create brand recognition more effectively because of their physical presence.

Online competitors are mainly based in the United States. These sites offer a large selection of products and market their products worldwide. Advertising and product listings are often quoted in US dollars. They are formidable competitors and we do not intend to compete with these retailers on a price level. Astro Nutrition Inc. intends to compete against UK competitors by offering products, that are cheaper to purchase in Canada. Because of the weak Canadian dollar (relative to the UK pound) and the competitive landscape of the nutrition industry, Canada has a competitive cost advantage over UK retailers.

Because of the enormous competition in the health supplement industry, we have chosen to develop our niche by competing with overseas internet retailers. Astro Nutrition Inc.‘s advertising and products are quoted in the targeted country’s stated currency. Most sites cater to those seeking natural remedies or sports nutrition. We believe that by offering a vast selection of products that cater to both segments, we will increase the traffic on our website and introduce customers to new products. The theory is that increasing sales of one product will generate resulting sales among our other products. We intend on generating brand loyalty and recognition through innovation, excellent customer service, promotions and word of mouth.

The following table is a comparison of selected key products offered by our competitors:

Company and Country of Residence	Main Products Carried	Product Catalog Size	Price Comparison Creatine 500 grams	Price Comparison Caffeine 200 mg	Price Comparison L-Glutamin 300 grams	Price Comparison Xenadrine NRG
1fast400.com United States	Sports nutrition, bodybuilding forum	1000+	USD$14.99	USD$5.99	USD$20.99	USD$29.99
Bodybuilding.com United States	Sports nutrition, bodybuilding forum	4200+	USD$12.95	USD$4.39	USD$19.49	USD$32.89
Herbalremedies.com United States	Natural/herbal remedies	1000+	USD$16.09	USD$7.99	USD$27.99 454 grams	n/a
HollandandBarrett.com United Kingdom	Natural/Herbal remedies	1000+	£ 24.99	n/a	£ 29.99	£ 39.95
ReflexActivewear.com Canada	Sports Nutrition	1000+	CAD$19.99	CAD$6.99	CAD$29.99	CAD$49.99
SNDCanada.com Canada	Sports nutrition	1000+	CAD$23.99	CAD$4.99	CAD$32.99	CAD$42.99
AstroNutrition.com Canada	Sports nutrition and natural/herbal remedies	300+	£ 18.99	£ 6.99	£ 21.99	£ 23.99

Growth Strategy

We plan on growing the company and revenues by increasing our product offering and associated marketing effort for each product. We plan to diversify and offer tanning products, herbal teas, aromatherapy products and energy/protein bars as described above. If we are successful at negotiating an agreement with a supplier, these will be advertised on our site with no required inventory or initial product cost. It is expected that the increased product offerings will assist overall sales through cross marketing and bundling and volume strategies. Because we market our products overseas and we plan to negotiate distribution agreements with companies that market exclusively to the North American market, we expect that there will be little cross-competition between Astro Nutrition Inc. and its suppliers.

Employees

Our president, secretary, treasurer and director, Mr. Chester Ku, and our vice-president and director, Ms. Bianca Knop, are the only employees of Astro Nutrition Inc. They handle all the responsibilities in the areas of corporate administration, business development and research.

Mr. Ku provides all corporate administration, business development and research services. His background is in the brokerage industry, having worked for CIBC Wealth Management. He was licensed as a Registered Representative in all Canadian provinces (with the exception of Quebec) and territories as an equity and options trader. Previously, he was involved in computer programming and analysis. Mr. Ku also provides 75% of the product development, web site maintenance and development, and support services.

The remaining 25% is provided by Bianca Knop. Ms. Knop has a Bachelor in Human Kinetics from UBC and has extensive experience in marketing and sports business management. She was previously an account manager with Mount Seymour Resorts where she was in charge of coordinating promotions and leading sales teams.

Intellectual Property

We currently hold the internet domain name “www.astronutrition.com”. We own all associated logos, animation and custom graphics. We are not aware that our services or proprietary rights infringe the proprietary rights of third parties. However, it is possible that we may receive notices from third parties asserting that we have infringed their trademarks, copyrights or other intellectual property rights. In addition, we may initiate claims or litigation against third parties for infringement of our proprietary rights or to establish the validity of our proprietary rights. Any such claims could be time-consuming, result in costly litigation, cause service stoppages or lead us to enter into royalty or licensing agreements rather than disputing the merits of such claims. An adverse outcome in litigation or similar proceedings could subject us to significant liabilities to third parties, require expenditure of significant resources to develop non-infringing textual content, require disputed rights to be licensed from others, or require us to cease the marketing or use of some products, any of which could have a material adverse effect on our business, operating results and financial condition.

Governmental Regulations

Canadian made products undergo approval by Health Canada and each product is assigned an eight digit Drug Identification Number. This number is located on the label of prescription and over-the-counter drug products that have been evaluated by the Therapeutic Products Directorate. A Drug Identification Number lets the user know that the product has undergone and passed a review of its formulation, labeling and instructions for use. This eight digit number, preceded with the letters, “DIN” signifies that a drug product has been reviewed by Health Canada prior to sale for safety and efficacy, and found to have an acceptable risk/benefit profile for the conditions under which it was approved. Health Canada also conducts post-market activities for these products including the monitoring of adverse reactions and complaints regarding quality.

MANAGEMENT’S DISCUSSION AND ANALYSIS

The following discussion should be read in conjunction with our audited consolidated financial statements and the related notes that appear elsewhere in this registration statement. 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, particularly in the section entitled “Risk Factors” beginning on page 7 of this registration statement.

Our audited consolidated financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.

Results of Operations

Period from November 25, 2004 (date of inception) to January 31, 2005

From the date of the incorporation of Astro Nutrition Inc. on November 25, 2004 to January 31, 2005, we had not generated any material revenue. Our operating activities during the period consisted primarily of acquiring our wholly-owned subsidiary, Astro Nutrition Inc. and its assets. The acquisition was completed on January 31, 2005.

The period covered by our audited financial statements is from the incorporation date of our subsidiary Astro Nutrition Inc. on November 25, 2004 to January 31, 2005 during which we had minimal operations and generated minimal revenue. For the period ending January 31, 2005, we generated $28,261 in revenue. This revenue was generated from sales of our health products through our website astronutrition.com. For this period our operating expenses totaled $14,266, which also consisted of organizational costs for incorporating our company.

As we expand our product line and increase marketing of our website, we intend to increase our products sales such that it represents a more significant portion of our revenue. Management believes this to be the most scalable aspect of our business and will represent the focus of future marketing efforts.

Professional fees were $9,281 represented by fees paid to auditors, accountants and lawyers. We expect professional fees to increase over the next 12 months as we incur legal expenses associated with preparing this registration statement.

Advertising expense was $3,430, amortization was $115 and office and general expenses were $1,440.

Liquidity and Capital Resources

For the period ended January 31, 2005, net cash provided by operating activities was $19,901.

At January 31, 2005, we had $17,410 in cash on hand and $3,616 in accounts receivable.

Net cash for our subsidiary, Astro Nutrition Inc., provided by financing activities for the period ended January 31, 2005 was $100. This consisted of the sale of 100 shares of Astro Nutrition Inc. to our company, Glass Wave Enterprises, Inc. at $0.001 per share.

From January to March 2005 our company, Glass Wave Enterprises, Inc. received $57,750 from the sale of 11,630,000 shares of our common stock. This included the sale of 100,000 shares to Chester Ku at $0.001 per share and an aggregate of 8,500,000 shares to our two directors at $0.005 per share.

Capital Expenses and Sources of Funds

Presently, our revenue is not sufficient to meet our operating and capital expenses. Management projects that we will require additional funding to expand our current operations.

There is some doubt about our ability to continue as a going concern as the continuation of our business is dependent upon successful and sufficient market acceptance of our health products, the continuing successful promotion of our website, and finally, maintaining a break even or profitable level of operations.

We have incurred operating losses since inception, and this is likely to continue into the year ended January 31, 2006. Management projects that we may require an additional CAD$67,000 to CAD$135,000 to fund our ongoing operating expenditures, working capital requirements for the year ended January 31, 2006, are broken down as follows:

Estimated Capital Expenditures During the Year Ended January 31, 2006
Operating expenditures
Marketing	CAD$36,000 - $72,000
General and Administrative	CAD$10,000 - $20,000
Legal	CAD$15,000 – $20,000
Website development costs	CAD$1,000 - $3,000
Working capital	CAD$5,000 - $20,000
Total	CAD$67,000 - $135,000

Our cash on hand as at January 31, 2005 was $17,410. Subsequent to January 31, 2005, we have effected a series of equity private placements totalling $57,650. These funds will enable us to address our minimum current and ongoing expenses, continue with minimal marketing and promotion activity connected with the development and marketing of our health products and limited expansion of our website. We anticipate that these funds, together with our cash on hand and the revenue that we anticipate generating, will be sufficient to pay for the offering expenses of this offering and will satisfy our minimum cash requirements for the year ended January 31, 2006. If we require any additional monies during fiscal 2006, we plan to raise any such additional capital primarily through the private placement of our securities.

Due to the uncertainty of our ability to meet our current operating and capital expenses, in their report on our audited annual financial statements for the period ended January 31, 2005, our independent auditors included an explanatory paragraph regarding concerns about our ability to continue as a going concern. Our financial statements contain additional note disclosures describing the circumstances that lead to this disclosure by our independent auditors.

There is substantial doubt about our ability to continue as a going concern as the continuation and expansion of our business is dependent upon obtaining further financing, successful and sufficient market acceptance of our website, the continuing successful development of our website, and, finally, 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.

There are no assurances that we will be able to obtain further funds required for our continued operations. We are pursuing various financing alternatives to meet our immediate and long-term financial requirements, which we anticipate will consist of further private placements of our equity securities or shareholder loans. There can be no assurance that additional financing will be available to us when needed or, if available, that it can be obtained on commercially reasonable terms. If we are not able to obtain the additional financing on a timely basis, we will not be able to meet our other obligations as they become due and we will be forced to scale down or perhaps even cease our operations. We do not currently have any plans to merge with another company, and we have not entered into any agreements or understandings for any such merger.

Future Operations

Our primary objectives in the period ending January 31, 2006 include further development and expansion of our product line. We intend on expanding our line to over 500 sports nutrition, herbal, health and well-being products. Management believes that some of the keys to our success include an increased breadth of products as well as the continuation of our high margins and increasing our product and website marketing expenditures. We plan on releasing more HTML content in the next 12 months, such as newsletters, that will enhance our visibility in the marketplace. We plan to implement Paymentech’s internet merchant gateway with our website shopping cart, Zen Cart. This will enable us to take direct control over payment functionality and take advantage of merchant discount rates starting at 1.9%.

Nutrition Supplement Revenue

Our website commenced selling products in October, 2004 and astronutrition.com sold approximately CAD$45,000 of supplements by the fiscal year ending January 31, 2005. From our subsidiary’s incorporation date of November 25, 2004 to January 31, 2005, our company sold approximately CAD$35,000 of product. As a result, $10,000 in revenue was generated prior to the incorporation of our subsidiary. With the release of Version 2.0 of our website on January 22, 2005, we expect sales to increase along with our marketing efforts.

We plan to increase our link popularity in the next twelve months and our expectation is that this will contribute to increased unique visitors. We intend on placing a links tab on the www.astronutrition.com index page. Well placed links are an excellent source of consistent and targeted search engine traffic. Most search engines now factor link popularity into their relevancy algorithms. As a result, increasing the number of quality, relevant sites which link to our site can improve our search engine ranking.

Weight loss products represented 90% of our revenue to January 31, 2005. Currently we average approximately CAD$20,000 per month in weight loss product sales which represents over 90% of revenue. Management’s goal is to decrease reliance on this revenue source and increase sales of our other products. We intend on reaching this goal by running monthly specials on non-weight loss categories of products.

Sales are processed through PayPal and World Pay. These companies facilitate electronic payments over the internet in exchange for a transaction fee. The table below describes the transaction fees and discount rates we pay to PayPal and World Pay to process electronic payments we receive through our website:

Merchant Account	Monthly Fee	Per Transaction Fee	Remittance	Discount Rate:
PayPal	CAD$0.00	CAD$0.55, USD$0.30, €0.35, or £0.20 depending on the payment currency	CAD$0.00	3.5%
WorldPay	CAD$39.00	CAD$0.15	CAD$6.00	3.95% single currency and 4.95% multi-currency

Our “User Agreement” with PayPal is a contract between Astro Nutrition Inc. and PayPal and relates to our use of the PayPal payment service and the services provided to us by PayPal. Sales through PayPal are transferred on the last day of each month.

Astro Nutrition Inc. has a signed “Customer Agreement” with WorldPay which relates to our use of the World Pay payment service and the services provided to us by World Pay. Chester Ku, our President, also signed a “Personal Guarantee and Indemnity” contract where he agreed, among other things, to indemnify WorldPay against any liabilities. WorldPay deposits funds weekly via bank transfer.

Promotion

We currently promote our website on the internet through search engines, link exchanges and paid internet advertising. Paid internet advertising includes banner ad placement and sponsored listings on niche portal sites that provide directory style listings of nutrition supplements. It also includes pay per click text link advertising on several search engines, offered through Overture. We have previously spent approximately CAD$7,000 on advertising, including banner placements and pay per click text advertisements on search engine results.

We currently spend approximately CAD$4,000 per month on pay per click advertising and banner ad placement. With the launch of Version 2.0 of our website, we plan to steadily increase advertising to CAD$6,000 per month over the next twelve months.

Our customer loyalty rewards program offers new customers £5 off their next purchase of £20 or greater. These “Astro bucks” are inserted in each package that is sent to a customer and is intended to generate brand and loyalty recognition. Muscletalk.co.uk members receive 10% off their total purchase. Other future promotions may include “free shipping” or “25% discount” coupons.

Research and Development

Approximately 500 hours was spent on the design and implementation of Version 2.0 of our website. Development of additional modules to our site is an ongoing project. In the first half of fiscal 2005, we plan on adding unique articles written specifically for astronutrition.com customers. Feature articles may include contributions from clinical herbal therapists, personal trainers, doctors, nurses, nutritionists and group fitness instructors. Capitalizing on the diverse resources available to Astro Nutrition Inc., we seek to educate and enhance the users’ shopping experience. We plan on paying these writers CAD$50 per article that is submitted and listed on our site. Our monthly newsletter budget is set at CAD$200 per month. We have had informal conversations with numerous contacts within the industry including nurses, doctors and personal trainers and we believe we will be able to easily source sufficient articles.

We expect to spend a further CAD$1,000 to CAD$3,000 developing the website between now and January 31, 2006 to expand the website content to support the new products anticipated for release. We expect the useful life of the website to be three years.

Other than $750 spent on graphics work for the reporting interface, no hard costs were incurred for Version 2.0 of our website. Approximately 200 hours have been invested into product and information development for Astro Nutrition Inc.‘s future releases. It is expected that an additional 300 hours will be required to get new products and articles onsite, in addition to CAD$1,000 contracting fees for graphical work to support improvement in the user interfaces. An additional CAD$2,000 may be spent on software upgrades, specifically accounting and digital imaging products.

Other Expenses

We also incurred expenses unrelated to the website operations including legal expenses relating to the preparation of this registration statement. We expect to incur a total of $20,000 in legal expenses related to the preparation and filing of this registration statement. After the effectiveness of this registration statement, we expect our ongoing legal expenses to be significantly reduced, averaging less than $500 per month.

In management’s opinion, we need to achieve the following events or milestones in the next twelve months in order for us to become a going concern:

— We must enhance the site by providing more access to HTML-enriched articles and links. Compared to our main competitors, some of whom have in-house bodybuilding forums, our current version lacks content and HTML text. There are also several module enhancements that management believes will assist with astronutrition.com’s competitiveness in the market.

— We must launch all our available products in a timely manner as planned in the spring and summer of 2005.

— We must continue to increase online promotional efforts to market our products and website, encouraging visitors to submit reviews and refer friends. We intend to continue to employ pay per click and other cost effective methods to promote our website.

Purchase or Sale of Equipment

We do not anticipate that we will expend any significant amount on equipment for our present or future operations. We may purchase computer hardware and software for our ongoing operations.

Personnel

As of January 31, 2005, our employees include our president, Chester Ku, and vice-president, Bianca Knop. They handle all of the responsibilities in the area of corporate administration, business development and research, but they did not receive compensation. In addition, our president also provides us with capital raising services. We have no other employees. In the period ending January 31, 2006, we plan to increase our total number of permanent employees by two: one customer service manager and one sales and marketing employee. We anticipate the cost of each employee to be employed will be approximately $500 per month and we may choose to compensate our employees with consideration other than cash, such as shares of our common stock or option to purchase shares of our common stock.

If our sales and marketing program is successful in selling our product, we may be required to hire new personnel to improve, implement and administer our operational, management, financial and accounting systems.

NEW ACCOUNTING PRONOUNCEMENTS

In December 2004, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standard (SFAS) No. 123R, “Share Based Payment”. SFAS 123R is a revision of SFAS No. 123 “Accounting for Stock-Based Compensation”, and supersedes APB Opinion No. 25, “Accounting for Stock Issued to Employees” and its related implementation guidance. SFAS 123R establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity’s equity instruments or that may be settled by the issuance of those equity instruments. SFAS 123R primarily focuses on accounting for transactions in which an entity obtains employee services in share-based payment transactions. SFAS 123R does not change the accounting guidance for share-based payment transactions with parties other than employees provided in SFAS 123 as originally issued and Emerging Issues Task Force Issue No. 96-18, “Accounting for Equity Instruments That Are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling, Goods or Services”. SFAS 123R does not address the accounting for employee share ownership plans, which are subject to AICPA Statement of Position 93-6, “Employers’ Accounting for Employee Stock Ownership Plans”. SFAS 123R requires a public entity to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). That cost will be recognized over the period during which an employee is required to provide service in exchange for the award – the requisite service period (usually the vesting period). SFAS 123R requires that the compensation cost relating to share-based payment transactions be recognized in financial statements. That cost will be measured based on the fair value of the equity or liability instruments issued. The scope of SFAS 123R includes a wide range of share-based compensation arrangements including share options, restricted share plans, performance-based awards, share appreciation rights, and employee share purchase plans. Public entities (other than those filing as small business issuers) will be required to apply SFAS 123R as of the first interim or annual reporting period that begins after June 15, 2005. Public entities that file as small business issuers will be required to apply SFAS 123R in the first interim or annual reporting period that begins after December 15, 2005. For nonpublic entities, SFAS 123R must be applied as of the beginning of the first annual reporting period beginning after December 15, 2005. The adoption of this standard is not expected to have a material effect on our company’s results of operations or financial position.

In November 2004, FASB issued SFAS No. 151, “Inventory Costs—an amendment of ARB No. 43". SFAS 151 amends the guidance in ARB No. 43, “Inventory Pricing”, to clarify the accounting for abnormal amounts of idle facility expense, freight handling costs, and wasted material (spoilage). SFAS 151 requires that those items be recognized as current-period charges regardless of whether they meet the criterion of “so abnormal.” In addition, SFAS 151 requires that allocation of fixed production overheads to the costs of conversion be based on the normal capacity of the production facilities. The provisions of SFAS 151 are effective for inventory costs incurred during fiscal years beginning after June 15, 2005, and are to be applied prospectively. The adoption of this standard is not expected to have a material effect on our company’s results of operations or financial position.

In December 2004, FASB issued SFAS No. 153, “Exchanges of Nonmonetary Assets — An Amendment of APB Opinion No. 29". The guidance in APB Opinion No. 29, “Accounting for Nonmonetary Transactions”, is based on the principle that exchanges of nonmonetary assets should be measured based on the fair value of the assets exchanged. The guidance in that Opinion, however, included certain exceptions to that principle. SFAS No. 153 amends Opinion No. 29 to eliminate the exception for nonmonetary exchanges of similar productive assets and replaces it with a general exception for exchanges of nonmonetary assets that do not have commercial substance. A nonmonetary exchange has commercial substance if the future cash flows of the entity are expected to change significantly as a result of the exchange. The provisions of SFAS No. 153 are effective for nonmonetary asset exchanges occurring in fiscal periods beginning after June 15, 2005. Early application is permitted and companies must apply the standard prospectively. The adoption of this standard is not expected to have a material effect on our company’s results of operations or financial position.

APPLICATION OF CRITICAL ACCOUNTING POLICIES

Our financial statements and accompanying notes are prepared in accordance with generally accepted accounting principles used in the United States. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. These estimates and assumptions are affected by management’s application of accounting policies. We believe that understanding the basis and nature of the estimates and assumptions involved with the following aspects of our consolidated financial statements is critical to an understanding of our financials.

Going Concern

The audited financial statements included with this prospectus have been prepared on the going concern basis which assumes that adequate sources of financing will be obtained as required and that our assets will be realized and liabilities settled in the ordinary course of business. Accordingly, the audited financial statements do not include any adjustments related to the recoverability of assets and classification of assets and liabilities that might be necessary should we be unable to continue as a going concern.

In order to continue as a going concern, we require additional financing. There can be no assurance that additional financing will be available to us when needed or, if available, that it can be obtained on commercially reasonable terms. If we are not able to continue as a going concern, we would likely be unable to realize the carrying value of our assets reflected in the balances set out in the preparation of the financial statements.

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 the amount involved exceeds $60,000, and 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.

Astro Nutrition was acquired from our President, Chester Ku. In consideration for the acquisition we issued Chester Ku a promissory note in the amount of $100 at the time of the acquisition. At the time of the acquisition, Chester Ku was the sole shareholder, director and officer of both our company and Astro Nutrition.

On January 14, 2005, we issued 100,000 shares of our common stock at $0.001 per share to Chester Ku, our president, secretary, treasurer and director, in a private placement transaction.

On February 21, 2005, we issued 6,500,000 shares of our common stock at $0.005 per share to Chester Ku, our president, secretary, treasurer and director, in a private placement transaction.

On February 22, 2004, we issued 2,000,000 shares of our common stock at $0.005 per share to Bianca Knop, our vice-president and director, in a private placement transaction.

Given that we are a start-up, development stage company, we believe that the terms of the foregoing transactions, and the funds provided thereby, was the only manner by which we could generate the funds required to implement the initial stages of our business plan.

The promoters of our company are our president, secretary, treasurer and director, Chester Ku, and our vice-president and director, Bianca Knop.

Our subsidiary, Astro Nutrition Inc., currently owes our president, Chester Ku, the amount of $12,135. This loan is non-interest bearing, unsecured and due on demand.

Our president, Chester Ku, provides management services and office premises to our company and has provided bridge loans to our company. As at January 31, 2005, we owed $12,135 to Chester Ku, which amount is unsecured, non-interest bearing and due on demand.

As at January 31, 2005 we had not reimbursed Chester Ku for any net expenses incurred.

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 116,300 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 all of the 8,600,000 shares that may be sold pursuant to Rule 144 after February 22, 2004. Accordingly, Rule 144 applies to the 8,600,000 shares except for subparagraph (k) of Rule 144 which does not apply to affiliate shares as described in the preceding paragraph. 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 3,030,000 shares of our common stock under the Securities Act of 1933 for sale by the selling securities holders named in this prospectus. The affiliates of our company, Chester Ku, our President, Secretary, Treasurer and director, owns 6,600,000 shares and Bianca Knop, our Vice-President and director, owns 2,000,000 shares. There are currently 32 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 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.

EXECUTIVE COMPENSATION

No executive officer of our company received an annual salary and bonus that exceeded $100,000 during the period from inception (May 12, 2004) to January 31, 2005. The following table shows the compensation received by our president for the period from inception (May 12, 2004) to January 31, 2005.

SUMMARY COMPENSATION TABLE
		Annual Compensation			Long Term Compensation ⁽¹⁾
					Awards		Payouts
Name and Principal Position	Year	Salary	Bonus	Other Annual Compen- sation (1)	Securities Underlying Options/ SARs Granted	Restricted Shares or Restricted Share Units	LTIP Payouts	All Other Compen- sation
Chester Ku President, Secretary, Treasurer and Director ⁽²⁾	Inception to January 31, 2005	$Nil	Nil	$Nil	Nil	Nil	Nil	Nil

⁽¹⁾	The value of perquisites and other personal benefits, securities and property for the executive officers that do not exceed the lesser of $50,000 or 10% of the total of the annual salary and bonus is not reported herein.

⁽²⁾	Chester Ku became our president, secretary and treasurer on January 15, 2005.

Stock Options and Stock Appreciation Rights

From the date of our inception to January 31, 2005 we did not grant any stock options or stock appreciation rights to any of our directors or officers.

Compensation Of Directors

We reimburse our directors for expenses incurred in connection with attending board meetings. We did not pay any other director’s fees or other cash compensation for services rendered as a director for the fiscal period ended January 31, 2005.

We have no formal plan for compensating our directors for their service in their capacity as directors, although such directors are expected in the future to receive stock options to purchase common shares as awarded by our board of directors or (as to future stock options) a compensation committee which may be established. Directors are entitled to reimbursement for reasonable travel and other out-of-pocket expenses incurred in connection with attendance at meetings of our board of directors. Our board of directors may award special remuneration to any director undertaking any special services on our behalf other than services ordinarily required of a director. No director received and/or accrued any compensation for their services as a director, including committee participation and/or special assignments.

Employment Contracts and Termination of Employment and Change in Control Arrangements

Other than as set out below, we have not entered into any employment agreement or consulting agreement with our directors and executive officers.

Our president, Chester Ku, provides management services and office premises to our company. Pursuant to a sub-lease agreement, we have agreed to pay our president $1,000 per month for the lease of our office premises starting on April 1, 2005.

There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. Our directors and executive officers may receive stock options at the discretion of our board of directors in the future. 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 executive officers, except that stock options may be granted at the discretion of our board of directors.

We have no plans or arrangements in respect of remuneration received or that may be received by our executive 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, where the value of such compensation exceeds $60,000 per executive officer.

Pension, Retirement or Similar Benefit Plans

There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. We have no material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of the Board of Directors or a committee thereof.

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. We are 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 are 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 450 Fifth Street, NW, 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 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 are available to the public over the internet at the SEC’s website at http://www.sec.gov.

You may also read and copy any materials we file with the Securities and Exchange Commission at the SEC’s public reference room at 450 Fifth Street N.W., 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. You may review a copy of the registration statement at the SEC’s public reference room. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference rooms. 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 Glass Wave Enterprises, Inc. 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.

FINANCIAL STATEMENTS

Our consolidated financial statements are stated in United States Dollars (US$) and are prepared in conformity with generally accepted accounting principles of the United States of America.

The following consolidated financial statements pertaining to Glass Wave Enterprises, Inc. are filed as part of this registration statement:

— Audited consolidated financial statements for the period from November 25, 2004 (Date of Inception) to January 31, 2005.

F-1

Report of Independent Registered Public Accounting Firm

To the Directors and Stockholders of Glass Wave Enterprises, Inc.:

We have audited the accompanying consolidated balance sheet of Glass Wave Enterprises, Inc. (A Development Stage Company) as of January 31, 2005, and the related consolidated statements of operations, changes in stockholders’ equity, and cash flows for the period ended January 31, 2005. 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). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statements presentation. We believe that our audit provides a reasonable basis of our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of January 31, 2005, and the results of its operations and its cash flows for the period ended January 31, 2005, in conformity with U.S. generally accepted accounting principles.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, additional capital will be necessary to fund the Company’s long-term operations. These conditions, among others, raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans regarding these matters are also described in Note 1. The accompanying consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Vancouver, B.C.	STALEY, OKADA & PARTNERS
March 30, 2005	CHARTERED ACCOUNTANTS

F-2

Glass Wave Enterprises, Inc.
(A Development Stage Company)

Report of Independent Registered Accounting Firm

F–1

Consolidated Balance Sheet

F–3

Consolidated Statement of Operations

F–4

Consolidated Statement of Cash Flows

F–5

Consolidated Statement of Stockholders’ Equity

F–6

Notes to the Consolidated Financial Statements

F–7

F-3

Glass Wave Enterprises, Inc.
Consolidated Balance Sheet
(A Development Stage Company)
(expressed in U.S. dollars)

		January 31, 2005 $
ASSETS

Current Assets

Cash		17,410
Accounts receivable		3,616
Inventory		4,936

Total Current Assets		25,962

Property and Equipment (Note 3)		2,430

Total Assets		28,392


LIABILITIES AND STOCKHOLDERS’ EQUITY

Current Liabilities

Accounts payable		3,165
Accrued liabilities		9,150
Income taxes payable		1,824
Deferred revenue		205
Due to related party (Note 4)		12,135

Total Liabilities		26,479

Going Concern (Note 1)


Stockholders’ Equity

Common Stock (Note 5) Authorized: 75,000,000 shares, par value $0.001 Issued: 100,000 shares		100

Additional Paid in Capital (Discount)		(99)

Accumulated Other Comprehensive Loss		(47)

Retained Earnings		1,959

Total Stockholders’ Equity		1,913

Total Liabilities and Stockholders’ Equity		28,392

The accompanying notes are an integral part of these financial statements

F-4

Glass Wave Enterprises, Inc.
Consolidated Statement of Operations
(A Development Stage Company)
(expressed in U.S. dollars)

	Accumulated from November 25, 2004 Date of Inception) to January 31, 2005 $
Revenue	28,261
Cost of Goods Sold	(10,183)

Gross Profit	18,078

Expenses
Advertising	3,430
Depreciation	115
Office and general	1,440
Professional fees	9,281

Total Expenses	14,266

Net Income Before Income Taxes	3,812
Income Taxes	(1,853)

Net Income for the Period	1,959

Net Income Per Share - Basic and Diluted	0.02

Weighted Average Shares Outstanding	100,000

The accompanying notes are an integral part of these financial statements

F-5

Glass Wave Enterprises, Inc.
Consolidated Statement of Cash Flows
(A Development Stage Company)
(expressed in U.S. dollars)

	Accumulated from November 25, 2004 (Date of Inception) to January 31, 2005 $
Cash Flows From Operating Activities
Net income for the period	1,959
Adjustments to reconcile net income to net cash used in operating activities
Depreciation	115
Changes in operating assets and liabilities
Accounts receivable	(3,616)
Inventory	(4,936)
Accounts payable	3,165
Accrued liabilities	9,150
Income taxes payable	1,824
Deferred revenue	205
Due to related party	12,035

Net Cash Provided by Operating Activities	19,901

Cash Flows From Investing Activities
Acquisition of property and equipment	(2,545)
Net cash acquired in recapitalization	100

Net Cash (Used in) Investing Activities	(2,445)

Cash Flows From Financing Activities
Issuance of common stock	1

Net Cash Provided By Financing Activities	1

Effect of Exchange Rate Changes on Cash	(47)

Net Increase in Cash	17,410
Cash- Beginning of Period	--

Cash- End of Period	17,410

Supplemental Disclosures
Interest paid	--
Income taxes paid	--

The accompanying notes are an integral part of these financial statements

F-6

Glass Wave Enterprises, Inc.
(A Development Stage Company)
Statement of Stockholders’ Equity
From November 25, 2004 (Date of Inception) to January 31, 2005
(expressed in U.S. dollars)

	Number of Shares	Amount $	Additional Paid In Capital $	Accumulated Other Comprehensive Income (loss) $	Retained Earnings $	Total $
Balance - November 25, 2004 (Date of
Inception) - stock issued for cash	1	1	--	--	--	1
Adjustments for recapitalization (Note 6)
- elimination of shares of Astro Nutrition
Inc	(1)	(1)	--	--	--	(1)
- add issued shares of Glass Wave
Enterprises, Inc.	100,000	100	(99)	--	--	1
Foreign currency translation	--	--	--	(47)	--	(47)
Net income for the period	--	--	--	--	1,959	1,959

Balance - January 31, 2005	100,000	100	(99)	(47)	1,959	1,913

The accompanying notes are an integral part of these financial statements

F-7

Glass Wave Enterprises, Inc.
Notes to the Consolidated Financial Statements
(A Development Stage Company)
For the Period Ended January 31, 2005
(expressed in U.S. dollars)

1. Nature of Operations

Glass Wave Enterprises, Inc. (the “Company”) was incorporated in the State of Nevada on May 12, 2004. Effective January 31, 2005, the Company acquired all the outstanding common stock of Astro Nutrition Inc.. (“Astro”), a company under common control. Prior to the acquisition, the Company was a non-operating shell corporation with nominal net assets. The acquisition is a capital transaction in substance and therefore has been accounted for as a recapitalization. See Note 6.

The Company is based in Vancouver, British Columbia, Canada and its principal business is the sale of vitamins and mineral supplements via the web.

The Company’s primary source of revenue is from the sale of vitamins and mineral supplements. These financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company recently commenced operations and has never paid any dividends. The Company is unlikely to pay dividends in the immediate or foreseeable future. The ability to operate as a going concern is dependent upon the Company’s successful efforts to raise sufficient capital.

In response to these problems, management has planned the following actions:

•

The Company is planning to file an SB-2 Registration Statement with the United States Securities and Exchange Commission to register up to a maximum of 20,000,000 shares of common stock for sale by the Company at a price of $0.005 per share for proceeds of $100,000 before issue costs,

•

Management intends to raise additional funds through public or private placement offerings, and

•

Management expects to increase marketing efforts in order to generate more sales.

These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern.

2. Summary of Significant Accounting Principles

a) Basis of Presentation and Fiscal Year

These consolidated financial statements and notes are presented in accordance with accounting principles generally accepted in the United States. These statements include the accounts of the Company and its wholly-owned subsidiary Astro Nutrition Inc., a private company incorporated in the Province of British Columbia, Canada. All significant intercompany transactions and balances have been eliminated. The Company’s fiscal year end is January 31.

b) Use of Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

c) Cash and Cash Equivalents

The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents.

d) Financial Instruments and Concentrations

The fair value of financial instruments which include cash, accounts receivable, inventory, accounts payable, income taxes payable, deferred revenue and due to a related party were estimated to approximate their carrying value due to the immediate or relatively short maturity of these instruments. The Company’s operations are in Canada and virtually all of its assets and liabilities are giving rise to significant exposure to market risks from changes in foreign currency rates. The financial risk is the risk to the Company’s operations that arise from fluctuations in foreign exchange rates and the degree of volatility of these rates. Currently, the Company does not use derivative instruments to reduce its exposure to foreign currency risk.

F-8

Glass Wave Enterprises, Inc.
Notes to the Consolidated Financial Statements
(A Development Stage Company)
For the Period Ended January 31, 2005
(expressed in U.S. dollars)

2. Summary of Significant Accounting Principles (continued)

e) Inventory

Inventory is stated at the lower of cost or estimated realizable value and consists of products held for resale purposes only. Cost is determined using the average cost basis.

f) Property and Equipment

Property and equipment consists of computer hardware, furniture and equipment and is recorded at cost, less accumulated depreciation. Computer hardware and furniture and equipment are being depreciated on a straight-line basis over their estimated lives of three years and five years, respectively.

g) Long-Lived Assets

In accordance with Financial Accounting Standards Board (“FASB”) Statement of Financial Accounting Standards (“SFAS”) No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets”, the carrying value of intangible assets and other long-lived assets is reviewed on a regular basis for the existence of facts or circumstances that may suggest impairment. The Company recognizes an impairment when the sum of the expected undiscounted future cash flows is less than the carrying amount of the asset. Impairment losses, if any, are measured as the excess of the carrying amount of the asset over its estimated fair value.

h) Foreign Currency Translation

The Company’s functional currency is the Canadian dollar. The financial statements of the Company are translated to United States dollars under the current rate method in accordance with SFAS No. 52 “Foreign Currency Translation”. Under the current rate method, all assets and liabilities are translated at the current rate, while stockholders’ equity accounts are translated at the appropriate historical rate. The revenues and expenses that occur evenly over the period are translated at the weighted-average rate for the period. The cumulative translation adjustments balance is reported as a component of accumulated other comprehensive income.

i) Revenue Recognition

The Company recognizes revenue from the sale of products and services in accordance with Securities and Exchange Commission Staff Accounting Bulletin No. 104 (“SAB 104”), “Revenue Recognition in Financial Statements.” Revenue consists of sales of vitamins and mineral supplements and are recognized only when the price is fixed or determinable, persuasive evidence of an arrangement exists, the service is performed or products shipped, and collectibility is reasonably assured.

Trade accounts receivable relate to the sale of vitamins and mineral supplements. The Company sells to customers based on standard credit policies and regularly reviews accounts receivable for any bad debts. As of January 31, 2005, no allowance for doubtful accounts was considered necessary.

j) Other Comprehensive Income

SFAS No. 130, “Reporting Comprehensive Income,” establishes standards for the reporting and display of comprehensive income and its components in the financial statements. As at January 31, 2005, the Company’s only component of comprehensive income (loss) was foreign currency translation adjustments.

k) Basic and Diluted Net Income (Loss) per Share

The Company computes net income (loss) per share in accordance with SFAS No. 128, “Earnings per Share” (SFAS 128). SFAS 128 requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of common shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period including stock options, using the treasury stock method, and convertible preferred stock, using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential common shares if their effect is anti-dilutive.

F-9

Glass Wave Enterprises, Inc.
Notes to the Consolidated Financial Statements
(A Development Stage Company)
For the Period Ended January 31, 2005
(expressed in U.S. dollars)

2. Summary of Significant Accounting Principles (continued)

l) Recent Accounting Pronouncements

In December 2004, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standard (SFAS) No. 123R, “Share Based Payment”. SFAS 123R is a revision of SFAS No. 123 “Accounting for Stock-Based Compensation”, and supersedes APB Opinion No. 25, “Accounting for Stock Issued to Employees” and its related implementation guidance. SFAS 123R establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity’s equity instruments or that may be settled by the issuance of those equity instruments. SFAS 123R primarily focuses on accounting for transactions in which an entity obtains employee services in share-based payment transactions. SFAS 123R does not change the accounting guidance for share-based payment transactions with parties other than employees provided in SFAS 123 as originally issued and Emerging Issues Task Force Issue No. 96-18, “Accounting for Equity Instruments That Are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling, Goods or Services”. SFAS 123R does not address the accounting for employee share ownership plans, which are subject to AICPA Statement of Position 93-6, “Employers’ Accounting for Employee Stock Ownership Plans”. SFAS 123R requires a public entity to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). That cost will be recognized over the period during which an employee is required to provide service in exchange for the award –the requisite service period (usually the vesting period). SFAS 123R requires that the compensation cost relating to share-based payment transactions be recognized in financial statements. That cost will be measured based on the fair value of the equity or liability instruments issued. The scope of SFAS 123R includes a wide range of share-based compensation arrangements including share options, restricted share plans, performance-based awards, share appreciation rights, and employee share purchase plans. Public entities (other than those filing as small business issuers) will be required to apply SFAS 123R as of the first interim or annual reporting period that begins after June 15, 2005. Public entities that file as small business issuers will be required to apply SFAS 123R in the first interim or annual reporting period that begins after December 15, 2005. For nonpublic entities, SFAS 123R must be applied as of the beginning of the first annual reporting period beginning after December 15, 2005. The adoption of this standard is not expected to have a material effect on the Company’s results of operations or financial position.

In November 2004, FASB issued SFAS No. 151, “Inventory Costs—an amendment of ARB No. 43". SFAS 151 amends the guidance in ARB No. 43, “Inventory Pricing”, to clarify the accounting for abnormal amounts of idle facility expense, freight handling costs, and wasted material (spoilage). SFAS 151 requires that those items be recognized as current-period charges regardless of whether they meet the criterion of “so abnormal.” In addition, SFAS 151 requires that allocation of fixed production overheads to the costs of conversion be based on the normal capacity of the production facilities. The provisions of SFAS 151 are effective for inventory costs incurred during fiscal years beginning after June 15, 2005, and are to be applied prospectively. The adoption of this standard is not expected to have a material effect on the Company’s results of operations or financial position.

In December 2004, FASB issued SFAS No. 153, “Exchanges of Nonmonetary Assets — An Amendment of APB Opinion No. 29". The guidance in APB Opinion No. 29, “Accounting for Nonmonetary Transactions”, is based on the principle that exchanges of nonmonetary assets should be measured based on the fair value of the assets exchanged. The guidance in that Opinion, however, included certain exceptions to that principle. SFAS No. 153 amends Opinion No. 29 to eliminate the exception for nonmonetary exchanges of similar productive assets and replaces it with a general exception for exchanges of nonmonetary assets that do not have commercial substance. A nonmonetary exchange has commercial substance if the future cash flows of the entity are expected to change significantly as a result of the exchange. The provisions of SFAS No. 153 are effective for nonmonetary asset exchanges occurring in fiscal periods beginning after June 15, 2005. Early application is permitted and companies must apply the standard prospectively. The adoption of this standard is not expected to have a material effect on the Company’s results of operations or financial position.

m) Income Taxes

Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. The Company has adopted SFAS No. 109 “Accounting for Income Taxes” as of its inception. Pursuant to SFAS No. 109 the Company is required to compute tax asset benefits for net operating losses carried forward. Potential benefit of net operating losses have not been recognized in these financial statements because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future years.

F-10

Glass Wave Enterprises, Inc.
Notes to the Consolidated Financial Statements
(A Development Stage Company)
For the Period Ended January 31, 2005
(expressed in U.S. dollars)

3. Property and Equipment

	Cost $	Accumulated Depreciation $	January 31, 2005 Net Carrying Value $
Computer hardware	1,698	85	1,613
Furniture and equipment	847	30	817

	2,545	115	2,430

4. Related Party Balances/Transactions

The amount of $12,135 owing to the President of the Company is non-interest bearing, unsecured and due on demand.

5. Common Stock

On November 25, 2004, Astro had issued 100 shares of its common stock for cash proceeds of $1.

On January 14, 2005, prior to the recapitalization, the Company issued 100,000 shares of its common stock at $0.001 per share for cash proceeds of $100.

6. Capital Transaction

By a Share Purchase Agreement dated January 31, 2005, the Company acquired 100% of the issued and outstanding common stock of Astro Nutrition Inc. (“Astro”) in consideration for the issuance of a promissory note for a nominal $100. Astro was incorporated on November 25, 2004 under the Company Act of British Columbia, Canada and was owned by the President of the Company. The principal business of Astro is the sale of vitamins and mineral supplements.

Prior to the acquisition, the Company was a non-operating shell company with nominal net assets. The sole shareholder of Astro was also the sole shareholder of the Company at the time of the transaction. Therefore, this acquisition is a capital transaction in substance, rather than a business combination, and has been accounted for as a recapitalization. Because Astro is deemed to be the acquirer for accounting purposes, the financial statements are presented as a continuation of Astro and include the results of operations of Astro since incorporation on November 25, 2004, and the results of operations of the Company since the date of acquisition on January 31, 2005.

As at January 31, 2005 the Company had $100 of net assets which has been allocated to common stock.

7. Income Taxes

The Company provides deferred income taxes for differences between the tax reporting basis and the financial reporting basis of assets and liabilities. The Company follows the provisions of SFAS No. 109, “Accounting for Income Taxes”. Pursuant to SFAS 109 the Company is required to compute tax asset benefits for net operating losses carried forward. The potential benefit of net U.S. operating losses has not been recognized in the financial statements because the Company cannot be assured that it is more likely than not that it will utilize the net U.S. operating losses carried forward in future years.

F-11

Glass Wave Enterprises, Inc.
Notes to the Consolidated Financial Statements
(A Development Stage Company)
For the Period Ended January 31, 2005
(expressed in U.S. dollars)

7. Income Taxes (continued)

Income tax expense for the period from November 25, 2004 (date of inception) to January 31, 2005 was as follows:

	Canada $	United States $
Current	1,853	--
Deferred	--	--

Total income tax expense	1,853	--

A reconciliation of the statutory federal income tax rate to the Company’s effective tax rate follows:

	Canada	United States
Statutory federal income tax rate	37.6%	34.0%
Change in valuation allowance	--	(34.0%)

Total income tax expense	37.6%	--

The deferred tax liabilities and assets as at January 31, 2005 were as follows:

	Canada $	United States $
Deferred tax assets
- Net operating loss carryforwards	--	340
- Less valuation allowance	--	(340)

Net deferred tax asset and liability	--	--

At January 31, 2005, the Company had net operating losses for U.S. federal income tax purposes of $1,000, which begin expiring in fiscal 2025. When the future utilization of some portion of the carryforwards is determined not to be “more likely than not,” a valuation allowance is provided to reduce the recorded tax benefits from such assets.

8. Segmented Information

	Revenue $	Long-Lived Assets $
Great Britain	26,000	--
Canada	--	2,430
Other	2,261	--

	28,261	2,430

9. Subsequent Events

In February, 2005, the Company completed two share purchase agreements with the President and the director of the Company. The Company received total proceeds of $42,500, being $0.001 per share and $0.004 per share for excess consideration over par value, for the issuance of 8,500,000 shares of common stock of the Company.

In March, 2005, the Company accepted 3,030,000 share subscriptions for total proceeds of $15,150, being $0.001 per share and $0.004 per share for excess consideration over par value.

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’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions

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.

Insofar as indemnification for liabilities arising under the Securities Act 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 SEC Registration Fees.


SEC registration fees	$53.49
Printing and engraving expenses	$0.00 ⁽¹⁾
Accounting fees and expenses	$10,000 ⁽¹⁾
Legal fees and expenses	$20,000 ⁽¹⁾
Transfer agent and registrar fees	$2,000 ⁽¹⁾
Fees and expenses for qualification under state securities laws	$0.00
Miscellaneous	$1,000.00 ⁽¹⁾
Total	$33,053.49

⁽¹⁾ We have estimated these amounts

Item 26 RECENT SALES OF UNREGISTERED SECURITIES

On January 14, 2005, we issued 100,000 common shares to Chester Ku at an offering price of $0.001 per share for gross offering proceeds of $100 in an offshore transaction pursuant to Rule 903 of Regulation S of the Securities Act of 1933. Chester Ku is not a U.S. person as that term is defined in Regulation S. No directed selling efforts were made in the United States by Glass Wave Enterprises, Inc., 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 February 21, 2005, we issued 6,500,000 shares to Chester Ku at an offering price of $0.005 per share for gross offering proceeds of $32,500 in an offshore transaction relying on Rule 903 of Regulation S of the Securities Act of 1933. Chester Ku is not a U.S. person as that term is defined in Regulation S. No directed selling efforts were made in the United States by Glass Wave Enterprises, Inc., 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 February 22, 2005 we issued 2,000,000 shares to Bianca Knop at an offering price of $0.005 per share for gross offering proceeds of $10,000 in an offshore transaction relying on Rule 903 of Regulation S of the Securities Act of 1933. Bianca Knop is not a U.S. person as that term is defined in Regulation S. No directed selling efforts were made in the United States by Glass Wave Enterprises, Inc., 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 February 15, 2004, we issued 3,030,000 common shares to the following 32 subscribers at an offering price of $0.005 per share for gross offering proceeds of $15,150 in an offshore transaction 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 Glass Wave Enterprises, Inc., 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.

Name of Stockholder	Number of Common Shares Subscribed
Irwin Lee	90,000
Fabyo Araujo	90,000
Robin Varley	105,000
Andrew Walter	60,000
Fred Masse	100,000
Eric Masse	80,000
Dallas Bolton	100,000
Theresa Martin	90,000
Reid Parr	120,000
Melanie Mageau	100,000
Matt Sullivan	100,000
Brian Wong	90,000
Melissa Sevigny	130,000
Eliza Henshaw	100,000
Meg Chamberlin	80,000
David Hardy	90,000
Jennifer Goodson	90,000
Don Campbell	80,000
Emily To	80,000
Drew Malcolm	95,000
Steve Geszler	80,000
Darren Stoupe	90,000
Erica Dunham	100,000
Kevin Mcclay	120,000
Michael McIntosh	90,000
Eric Nyberg	100,000
Ryan Thompson	100,000
Sam Issari	75,000
Mack Hardy	100,000
Sean Conner	120,000
Carmen Bishop	85,000
Shawn Sabhaney	100,000

Item 27 EXHIBITS

The following Exhibits are filed with this Prospectus:

Exhibit Number	Description
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	Subscription Agreement, dated January 14, 2005, between Glass Wave Enterprises, Inc. and Chester Ku.
10.2	Share Purchase Agreement, dated January 31, 2005 between Chester Ku and Glass Wave Enterprises Inc.
10.3	Subscription Agreement, dated February 21, 2005, between Glass Wave Enterprises, Inc. and Chester Ku.
10.4	Subscription Agreement, dated February 22, 2005, between Glass Wave Enterprises, Inc. and Bianca Knop.
10.5	User Agreement for PayPal Service
10.6	Customer Agreement for World Pay Service
10.7	Premium Managed Hosting Agreement, dated March 1, 2005, between Deep Systems and Astro Nutrition Inc.
10.8	Sublease Agreement dated March 29, 2005 between Chester Ku and Astro Nutrition Inc.
21.	Subsidiaries of Glass Wave Enterprises, Inc. Astro Nutrition Inc. (British Columbia)
23.1	Consent of Staley, Okada & Partners, Chartered Accountants

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.

SIGNATURES

In accordance with the requirements of the Securities Act, 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 Vancouver, British Columbia, Canada, on May 25, 2005.

GLASS WAVE ENTERPRISES, INC.

/s/ Chester Ku
By: Chester Ku, President, Secretary, Treasurer and Director
(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)
Dated: May 25, 2005

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person who signature appears below constitutes and appoints Chester Ku as his true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for him and in his 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 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.

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates stated.

Signatures

/s/ Chester Ku
By: Chester Ku, President, Secretary, Treasurer and Director
(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)
Dated: May 25, 2005

/s/ Bianca Knop
By: Bianca Knop, Vice-President and Director
Dated: May 25, 2005

DEAN HELLER
Secretary of State
206 North Carson Street
Carson City, Nevada 89701-4299
(775) 684-5708
Website: secretaryofstate.biz

Exhibit 3.1

Articles of Incorporation
(PURSUANT TO NRS 78)

Important. Read attached instructions before completing form.

ABOVE SPACE IS FOR OFFICE USE ONLY

1. Name of
Corporation:

Glass Wave Enterprises, Inc.

2. Resident Agent
Name and Street
Address:
(must be a Nevada address
where process may be
served)

Incorp Services, Inc.
Name

6075 S. Eastern Ave Suite 1

Las Vegas

NEVADA

89119

Street Address

City

Zip Code

Optional Mailing Address

City

State

Zip Code

3. Shares:
(number of shares
corporation
authorized to issue)

Number of shares with par value

75,000,000

Par value:

$ 0.001

Number of shares
without par value:

4. Names &
Addresses,
of Board of
Directors/Trustees:
(attach additional page
there is more than 3 directors/trustees)a

1. Winston V. Barta
Name

6075 S. Eastern Ave Suite 1

Las Vegas

Nevada

89119

Street Address

City

State

Zip Code

2.
Name

Street Address

City

State

Zip Code

3.
Name

Street Address

City

State

Zip Code

5. Purpose:
(optional-see instructions)

The purpose of this Corporation shall be:
For any lawful purpose

6. Names, Address
and Signature of
Incorporator.
(attach additional page
there is more than 1
incorporator)

Doug Ansell
Name

_______________________________________
Signature

6075 S. Eastern Ave Suite 1

Las Vegas

Nevada

89119

Street Address

City

State

Zip Code

7. Certificate of Acceptance of Appointment of Resident Agent:

I hereby accept appointment as Resident Agent for the above named corporation.

Authorized Signature of R. A. or On Behalf of R. A. Company

April 20, 2004
Date

This form must be accompanied by appropriate fees. See attached fee schedule.

Nevada Secretary of State Form 78 ARTICLES 2003

Revised on 09.29/03

D/WLM/715557.1

Articles of Incorporation

Glass Wave Enterprises, Inc

Know all men by these present that the undersigned have this day voluntarily associated ourselves together for the purpose of forming a corporation for the transaction of business and the promotion and conduct of the objects and purposes hereinafter stated, under and pursuant to the provisions of Nevada Revised Statutes 78.010 to 78.090 inclusive as amended and do state and certify that the articles of incorporation are as follows:

First:

Name

The name of the corporation is Glass Wave Enterprises, Inc, (The "Corporation").

Second:

Registered Office and Agent

The address of the principal office of the corporation in the State Of Nevada is 6075 South Eastern Ave., Suite 1, Las Vegas, NV 89119-3146 , County of Clark . The name and address of the corporation's Registered Agent in the State of Nevada is lncorp Services, Inc. , at said address, until such time as another agent is duly authorized and appointed by the corporation.

Third:

Purpose and Business

The purpose of the corporation is to engage in any lawful act or activity for which corporations may now or hereafter be organized under the Nevada Revised Statutes of the State of Nevada, including, but not limited to the following:

(a)	The Corporation may at any time exercise such rights, privileges, and powers, when not inconsistent with the purposes and object for which this corporation is organized;
(b)	The Corporation shall have power to have succession by its corporate name in perpetuity, or until dissolved and its affairs wound up according to law;
(c)	The Corporation shall have power to sue and be sued in any court of law or equity;
(d)	The Corporation shall have power to make contracts;
(e)	The Corporation shall have power to hold, purchase and convey real and personal estate and to mortgage or lease any such real and personal estate with its franchises. The power to hold real and personal estate shall include the power to take the same by devise or bequest in the State of Nevada, or in any other state, territory or country;
(f)	The corporation shall have power to appoint such officers and agents as the affairs of the Corporation shall requite and allow them suitable compensation;

D/WLM/715557.1

Page 1 of 8

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(g)	The Corporation shall have power to make bylaws not inconsistent with the constitution or laws of the United States, or of the State of Nevada, for the management, regulation and government of its affairs and property, the transfer of its stock, the transaction of its business and the calling and holding of meetings of stockholders;
(h)	The Corporation shall have the power to wind up and dissolve itself, or be wound up or dissolved;
(i)	The Corporation shall have the power to adopt and use a common seal or stamp, or to not use such seal or stamp and if one is used, to alter the same. The use of a seal or stamp by the corporation on any corporate documents is not necessary. The Corporation may use a seal or stamp, if it desires, but such use or non-use shall not in any way affect the legality of the document;
(j)	The Corporation Shall have the power to borrow money and contract debts when necessary for the transaction of its business, or for the exercise of its corporate rights, privileges or franchises, or for any other lawful purpose of its incorporation; to issue bonds, promissory notes, bills of exchange, debentures and other obligations and evidence of indebtedness, payable at a specified time or times, or payable upon the happening of a specified event or events, whether secured by mortgage, pledge or otherwise, or unsecured, for money borrowed, or in payment for property purchased, or acquired, or for another lawful object;
(k)	The Corporation shall have the power to guarantee, purchase, hold, sell, assign, transfer, mortgage, pledge or otherwise dispose of the shares of the capital stock of, or any bonds, securities or evidence in indebtedness created by any other corporation or corporations in the State of Nevada, or any other state or government and, while the owner of such stock, bonds, securities or evidence of indebtedness, to exercise all the rights, powers and privileges of ownership, including the right to vote, if any;
(l)	The Corporation shall have the power to purchase, hold, sell and transfer shares of its own capital stock and use therefor its capital, capital surplus, surplus or other property or fund;

(m)

The Corporation shall have to conduct business, have one or more offices and hold, purchase, mortgage and convey real and personal property in the State of Nevada and in any of the several states, territories, possessions and dependencies of the United States, the District of Columbia and in any foreign country;

Page 2 of 8

D/WLM/715557.1

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	(n)		The Corporation shall have the power to do all and everything necessary and proper for the accomplishment of the objects enumerated in its articles of incorporation, or any amendments thereof, or necessary or incidental to the protection and benefit of the Corporation and, in general, to carry on any lawful business necessary or incidental to the attainment of the purposes of the Corporation, whether or not such business is similar in nature to the purposes set forth in the articles of incorporation of the Corporation, or any amendment thereof;
	(o)		The Corporation shall have the power to make donations for the public welfare or for charitable, scientific or educational purposes;
	(p)		The Corporation shall have the power to enter partnerships, general or limited, or joint ventures, in connection with any lawful activities.
Fourth:		Capital Stock
1.	Classes and Number of Shares. The total number of shares of all classes of stock, which the corporation shall have authority to issue is Seventy-Five-Million (75,000,000) , consisting of Seventy-Five-Million (75,000,000) shares of Common Stock with a par value of $0.001 per share (The "Common Stock").
2.	Powers and Rights of Common Stock
	(a)		Preemptive Right: No shareholders of the Corporation holding common stock shall have any preemptive or other right to subscribe for any additional un-issued or treasury shares of stock or for other securities of any class, or for rights, warrants or options to purchase stock, or for scrip, or for securities of any kind convertible into stock or carrying stock purchase warrants or privileges unless so authorized by the Corporation;
	(b)		Voting Rights and Powers: With respect to all matters upon which stockholders are entitled to vote or to which stockholders are entitled to give consent, the holders of the outstanding shares of the Common Stock shall be entitled to cast thereon one (1) vote in person or by proxy for each share of the Common Stock standing in his/her name;
	(c)		Dividends and Distributions
			(i)	Cash Dividends: Holders of Common Stock shall be entitled to receive such cash dividends as may be declared thereon by the Board of Directors from time to time out of assets of funds of the Corporation legally available therefor;
			(ii)	Other Dividends and Distributions: The Board of Directors may issue shares of the Common Stock in the form of a distribution or distributions pursuant to a stock dividend or split-up of the shares of the Common Stock;

Page 3 of 8

D/WLM/715557.1

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		(iii)	Other Rights: Except as otherwise required by the Nevada Revised Statutes and as may otherwise be provided in these Articles of Incorporation, each share of the Common Stock shall have identical powers, preferences and rights, including rights in liquidation;
3.	Issuance of the Common Stock: The Board of Directors of the Corporation may from time to time authorize by resolution the issuance of any or all shares of the Common Stock herein authorized in accordance with the terms and conditions set forth in these Articles of Incorporation for such purposes, in such amounts, to such persons, corporations, or entities, for such consideration all as the Board of Directors in its discretion may determine and without any vote or other action by the stockholders, except as otherwise required by law. The Board of Directors, from time to time, also may authorize, by resolution, options, warrants and other rights convertible into Common stock ( "securities.") The securities must be issued for such consideration, including cash, property, or services, as the Board or Directors may deem appropriate, subject to the requirement that the Value of such consideration be no less than the par value of the shares issued. Any shares issued for which the consideration so fixed has been paid or delivered shall be fully paid stock and the holder of such shares shall not be liable for any further call or assessment or any other payment thereon, provided that the actual value of such consideration is not less that the par value of the shares so issued. The Board of Directors may issue shares of the Common Stock in the form of a distribution or distributions pursuant to a stock divided or split-up of the shares of the Common Stock only to the then holders of the outstanding shares of the Common Stock.
4.	Cumulative Voting: Except as otherwise required by applicable law, there shall be no cumulative voting on any matter brought to a vote of stockholders of the Corporation.
Fifth:		Adoption of Bylaws.

In the furtherance and not in limitation of the powers conferred by statute and subject to Article Sixth hereof, the Board of Directors is expressly authorized to adopt, repeal, rescind, alter or amend in any respect the Bylaws of the Corporation (the "Bylaws").

Sixth:

Shareholder Amendment of Bylaws.

Notwithstanding Article Fifth hereof, the bylaws may also be adopted, repealed, rescinded, altered or amended in any respect by the stockholders of the Corporation, but only by the affirmative vote of the holders of not less than Fifty-Percent (50%) of the voting power of all outstanding shares of voting stock, regardless of class and voting together as a single voting class.

Seventh:

Board of Directors

The business and affairs of the Corporation shall be managed by and under the direction of the Board of Directors. Except as may otherwise be provided pursuant to Section 4 or Article Fourth hereof in connection with rights to elect additional directors under specified circumstances, the exact number of directors of the Corporation shall be determined from time to time by a bylaw or amendment thereto, providing that the number of directors shall not be reduced to less than one (1). The director holding office at the time of the filing of these Articles of Incorporation shall continue as director until the next annual meeting and/or until their successors are duly chosen.

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D/WLM/715557.1

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Eighth:

Term of Board of Directors.

Except as otherwise required by applicable law, each director shall serve for a term of one year ending on the date of subsequent Annual Meeting of Stockholders of the Corporation (the "Annual Meeting") following the Annual Meeting at which such director was elected. All directors shall have equal standing,

Not withstanding the foregoing provisions of this Article Eighth each director shall serve until their successor is elected and qualified or until their death, resignation or removal; no decrease in the authorized number of directors shall shorten the term of any incumbent director; and additional directors, elected pursuant to Section 4 or Article Fourth hereof in connection with rights to elect such additional directors under specified circumstances, shall not be included in any class, but shall serve for such term or terms and pursuant to such other provisions as are specified in the resolution of the Board or Directors establishing such class or series.

Ninth:

Vacancies on Board of Directors

Except as may otherwise be provided pursuant to Section 4 of Article Fourth hereof in connection with rights to elect additional directors under specified circumstances, newly created directorships resulting from any increase in the number of directors, or any vacancies on the Board of Directors resulting from death, resignation, removal, or other causes, shall be filled solely by the quorum of the Board of Directors. Any director elected in accordance with the preceding sentence shall hold office for the remainder of the full term of directors in which the new directorship was created or the vacancy occurred and until such director's successor shall have been elected and qualified or until such director's death, resignation or removal, whichever first occurs.

Tenth:

Removal of Directors

Except as may otherwise be provided pursuant to Section 4 or Article Fourth hereof in connection with rights to elect additional directors under specified circumstances, any director may be removed from office only for cause and only by the affirmative vote of the holders of not less than Fifty-Percent (50%) of the voting power of all outstanding shares of voting stock entitled to vote in connection with the election of such director, provided, however, that where such removal is approved by a majority of the Directors, the affirmative vote of a majority of the voting power of all outstanding shares of voting stock entitled to vote in connection with the election of such director shall be required for approval of such removal. Failure of an incumbent director to be nominated to serve an additional term of office shall not be deemed a removal from office requiring any stockholder vote.

Eleventh:

Stockholder Action

Any action required or permitted to be taken by the stockholders of the Corporation must be effective at a duly called Annual Meeting or at a special meeting of stockholders of the Corporation, unless such action requiring or permitting stockholder approval is approved by a majority of the Directors, in which case such action may be authorized or taken by the written consent of the holders of outstanding shares of Voting Stock having not less than the minimum voting power that would be necessary to authorize or take such action at a meeting of stockholders at which all shares entitled to vote thereon were present and voted, provided all other requirements of applicable law these Articles have been satisfied.

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D/WLM/715557.1

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Twelfth:

Special Stockholder Meeting

Special meetings of the stockholders of the Corporation for any purpose or purposes may be called at anytime by a majority of the Board of Directors or by the Chairman of the Board or the President. Special meeting may not be called by any other person or persons. Each special meeting shall be held at such date and time as is requested by the person or persons calling the meeting, within the limits fixed by law.

Thirteenth:

Location of Stockholder Meetings.

Meetings of stockholders of the Corporation may be held within or without the State of Nevada, as the Bylaws may provide. The books of the Corporation may be kept (subject to any provision of the Nevada Revised Statutes) outside the State of Nevada at such place or places as may be designated from time to time by the Board of Directors or in the Bylaws.

Fourteenth:

Private Property of Stockholders.

The private property of the stockholders shall not be subject to the payment of corporate debts to any extent whatever and the stockholders shall not be personally liable for the payment of the corporation's debts.

Fifteenth:

Stockholder Appraisal Rights in Business Combinations.

To the maximum extent permissible under the Nevada Revised Statutes of the State of Nevada, the stockholders of the Corporation shall be entitled to the statutory appraisal rights provided therein, with respect to any business Combination involving the Corporation and any stockholder (or any affiliate or associate of any stockholder), which required the affirmative vote of the Corporation's stockholders.

Sixteenth:

Other Amendments.

The Corporation reserves the right to adopt, repeal, rescind, alter or amend in any respect any provision contained in these Articles of Incorporation in the manner now or hereafter prescribed by applicable law and all rights conferred on stockholders herein granted subject to this reservation.

Seventeenth:

Term of Existence.

The Corporation is to have perpetual existence.

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D/WLM/715557.1

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Eighteenth:

Liability of Directors.

No director of this Corporation shall have personal liability to the Corporation or any of its stockholders for monetary damages for breach of fiduciary duty as a director or officers involving any act or omission of any such director or officer. The foregoing provision shall not eliminate or limit the liability of a director (i) for any breach of the director's duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or, which involve intentional misconduct or a knowing violation of law, (iii) under applicable Sections of the Nevada Revised Statutes, (iv) the payment of dividends in violation of Section 78.300 of the Nevada Revised Statutes or, (v) for any transaction from which the director derived an improper personal benefit. Any repeal or modification of this Article by the stockholders of the Corporation shall be prospective only and shall not adversely affect any limitation on the personal liability of a director or officer of the Corporation for acts or omissions prior to such repeal or modification.

Nineteenth:

Name and Address of first Directors and Incorporators.

The names and addresses of the incorporators of the Corporation and the first Directors of the Board of Directors of the Corporation which shall be one (1) in number is as follows:

DIRECTOR #1

Doug Ansell

6075 South Eastern Ave., Suite 1

Las Vegas, NV 89119-3146

I, Doug Ansell , being the first director and Incorporator herein before named, for the purpose of forming a corporation pursuant to the Nevada Revised Statutes of the State of Nevada, do make these Articles, hereby declaring and certifying that this is my act and deed and the facts herein stated are true and accordingly have hereunto set my hand this 20th day of April 2004 .

By:	/s/ Doug Ansell
Name:	Doug Ansell

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D/WLM/715557.1

Exhibit 3.2

BYLAWS

GLASS WAVE

ENTERPRISES, INC.

A Nevada Corporation

TABLE OF CONTENTS

TO THE

BYLAWS OF

GLASS WAVE ENTERPRISES, INC.

Page

ARTICLE 1 - OFFICES 1
1.1	Registered Office
1.2	Principal Executive 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	2
2.4	Notice of Shareholders' Meetings	2
2.5	Manner of Giving Notice; Affidavit of Notice	2
2.6	Adjourned Meetings and Notice Thereof	2
2.7	Voting at Meetings of Shareholders	3
2.8	Record Date for Shareholder Notice, Voting and Giving Consents	3
2.9	Quorum	4
2.10	Waiver of Notice or Consent by Absent Shareholders	4
2.11	Shareholder Action by Written Consent Without Meeting 5	5
2.12	Proxies	5
2.13	Inspectors of Election	5
ARTICLE 3 – DIRECTORS		6
3.1	Powers	6
3.2	Number and Qualification of Directors	6
3.3	Election and Term of Office	6

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3.4	Vacancies	7
3.5	Removal of Directors	7
3.6	Resignation of Director	7
3.7	Place of Meeting	7
3.8	Annual Meeting	8
3.9	Special Meetings	8
3.10	Adjournment	8
3.11	Notice of Adjournment	9
3.12	Waiver of Notice	9
3.13	Quorum and Voting	9
3.14	Fees and Compensation	9
3.15	Action Without Meeting	9
ARTICLE 4 – OFFICERS		10
4.1	Officers	10
4.2	Election	10
4.3	Subordinate Officers	10
4.4	Removal and Resignation	10
4.5	Vacancies	10
4.6	Chairman of the Board	11
4.7	President	11
4.8	Vice Presidents	11
4.9	Secretary	11
4.10	Assistant Secretaries	12
4.11	Chief Financial Officer (Treasurer)	12
4.12	Assistant Financial Officers	12
4.13	Salaries	12
ARTICLE 5 – SHARES OF STOCK		13
5.1	Share Certificates	13
5.2	Transfer of Shares	13
5.3	Lost or Destroyed Certificate	13
ARTICLE 6 – COMMITTEES		13
6.1	Committees	13
ARTICLE 7 – INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES, AND OTHER AGENTS			14
7.1	Agents, Proceedings and Expenses	14
7.2	Indemnification	14
7.3	Insurance	15
ARTICLE 8 – RECORDS AND REPORTS		15
8.1	Shareholder Inspection of Articles and Bylaws	15

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8.2	Maintenance and Inspection of Records of Shareholders	15
8.3	Shareholder Inspection of Corporate Records	15
8.4	Inspection by Directors	16
8.5	Annual Statement of General Information	16
ARTICLE 9 – MISCELLANEOUS		16
9.1	Checks, Drafts, Evidence of Indebtedness	16
9.2	Contracts, Etc., How Executed	16
9.3	Representation of Shares of Other Corporations	16
ARTICLE 10 - AMENDMENTS TO BYLAWS		17
10.1	Amendment by Shareholders	17
10.2	Amendment by Directors	17

BYLAWS

GLASS WAVE Enterprises,

Inc.

ARTICLE 1 - OFFICES

1.1	Registered Office

The registered office of the Glass Wave Enterprises (the "Corporation") shall be in 3155 E. Patrick Lane., Suite 1, Las Vegas, NV 89120-3481 in the State of Nevada.

1.2	Principal Executive Office

The Corporations board of directors (the "Board") is hereby granted full power and authority to fix the location of the principal executive office for the transaction of the business of the Corporation.

1.3	Change of Location

The Board is hereby granted full power and authority to change 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.

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.

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ARTICLE 2 - 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.

2.2	Annual Meetings

The annual meetings of shareholders shall be held on such other date and at such 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 president or by the Board or the chairman of the Board. Special meetings may not be called by any other person or persons. Each special meeting shall 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.

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, facsimile, e-mail or any other form of communication permitted by law, 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.

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

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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 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 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 and which record date: (1) in the case of determination of shareholders entitled to vote at any meeting of shareholders or adjournment

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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 ; 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 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 is required by law, shall be at the close of business on the day on which the Board 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 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 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, 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.

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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.

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 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 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:

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(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;
(c)	Hear and determine all challenges and questions in any way arising in connection with the right to vote;
(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 3 - 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 Board. 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 nor more than ten with the exact number of directors to be fixed from time to time, 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.

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.

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3.4

Vacancies

Vacancies in the Board 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 shall be deemed to exist in case of the death, resignation or removal of any director, or if the Board 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. If the Board 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.

3.5	Removal of Directors

Any or all of the directors may be removed without cause if any such removal is effected in accordance with the provisions of the General Corporation Law of Nevada.

3.6	Resignation of Director

Any director may resign effective upon giving written notice to the chairman of the board, the president, the secretary or the Board 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 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.

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 or as set forth in a notice of the meeting.

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Members of the Board may participate in a meeting through use of a conference telephone or similar communication equipment or the Internet, 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.

3.8	Annual Meeting

Immediately following each annual meeting of shareholders, the Board 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 for any purpose or purposes may be called at any time by the chairman of the Board or the president 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, telegraph, facsimile, e-mail 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 twenty-four (24) 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, 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

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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.

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 subject to the provisions of the General Corporation Law of Nevada. 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 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 without a meeting and that the bylaws authorized the directors to so do.

ARTICLE 4 - OFFICERS

4.1

Officers

The officers of the Corporation shall be a president, 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

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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, 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 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 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 Board, 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.

Any officer may resign at any time by giving written notice to the Board or to the president 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 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 or prescribed by the bylaws.

4.7

President

The president, or if there is no president the chairman of the Board, shall be the general manager and chief executive officer of the Corporation and shall, subject to the Board, 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. 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 president of a Corporation, and shall have such other powers and duties as may be prescribed by the Board or the bylaws.

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4.8	Vice Presidents

In the absence or disability of the president and the chairman of the Board, the vice presidents, if any, in order of their rank as fixed by the Board or, if not ranked, the vice president designated by the Board, shall perform all the duties of the president and, when so acting, shall have all the powers of and be subject to all the restrictions upon the president 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 or the bylaws, and the president 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 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 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 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 or, if not ranked, the assistant secretary designated by the Board 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 or the bylaws.

4.11	Chief Financial Officer (Treasurer)

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. 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 and shall render to the president 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 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. He shall see that all officers signing checks are bonded in such amounts as may be fixed from time to time by the Board.

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 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 or the bylaws.

4.13

Salaries

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

ARTICLE 5 - 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. 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 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 president 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.

5.3	Lost or Destroyed Certificate

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The holder of any shares of stock of the Corporation shall immediately if not y 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. 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 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 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 6 - COMMITTEES

6.1	Committees

The Board 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 or on any committee; (iii) the fixing of compensation of the Board 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 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; or (vii) the appointment of other committees of the Board 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 and its members, apply also to the committees of the Board and action by such committees, except that the time of regular meetings of committees may be determined either by resolution of the Board or by resolution of the committee.

ARTICLE 7 - 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

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

8.3	Shareholder Inspection of Corporate Records

The accounting books and records and minutes of proceedings of the shareholders and the Board and any committee or committees of the Board shall be kept at such place or places designated by the Board, 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

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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 holdees 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.

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 president, 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 9 - 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.

9.2	Contracts, Etc., How Executed

The Board, 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, 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 president 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,

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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 10 - 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 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 11.1 hereof to adopt, amend or repeal bylaws, bylaws may be adopted, amended, or repealed by the Board.

CERTIFICATE OF SECRETARY

Glass Wave Enterprises, Inc.

(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 14th day of January, 2005.

DATED:	January 14th 2005
		Signature:	/s/ Chester Ku
		Name:	Chester Ku
		Title:	Secretary

Clark Wilson LLP

Barristers & Solicitors

Patent & Trade-mark Agents

800-885 W Georgia Street

Vancouver, BC V6C 3H1

Tel.	604.687.5700
Fax	604.687.6314

Our File No.		29423-1 / D/WLM/717829.1

May 25, 2005

		Exhibit 5.1
Glass Wave Enterprises, Inc.

207 - 2525 Quebec Street

Vancouver, BC V5T 4R5

Dear Sirs:

Re: Common Stock of Glass Wave Enterprises, Inc. – Registration Statement on Form SB-2 filed May 25, 2005

We have acted as special counsel to Glass Wave Enterprises, Inc. (the "Company"), a Nevada corporation, in connection with the filing of a registration statement on Form SB-2 (the "Registration Statement") in connection with the registration under the Securities Act of 1933 , as amended, of up to 3,030,000 shares of the Company's common stock (the "Registered Shares"), as further described in the Registration Statement filed on May 25, 2005.

	In connection with this opinion, we have examined the following documents:
(a)	Corporate Charter and Articles of the Company;
(b)	By-Laws of the Company;

(d)	The Registration Statement; and

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

In addition, we have examined such other documents as we have deemed necessary or appropriate as a basis for the opinions hereinafter expressed.

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.

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 to which the Registration Statement and

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Prospectus relate, have been duly and validly authorized and issued, and are fully paid and non-assessable.

We have attorneys admitted to practice in California, Florida, New York, Washington, Virginia and the District of Columbia. We are familiar with the General Corporation Law of the State of Nevada, the applicable provisions of the Nevada Constitution and reported judicial decisions interpreting these laws, and we have made such inquiries with respect thereto as we consider necessary to render this opinion with respect to a Nevada corporation. This opinion letter is opining upon and is limited to the current federal laws of the United States and, as set forth above, Nevada law, including the statutory provisions, all applicable provisions of the Nevada Constitution 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 of such jurisdiction be changed after the date hereof by legislative action, judicial decision or otherwise.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act of 1933 or the General Rules and Regulations of the Securities and Exchange Commission.

CLARK WILSON LLP

/s/ Clark Wilson LLP

Exhibit 10.1

THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "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").

NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) 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 AND PROVINCIAL LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT.

SUBSCRIPTION AGREEMENT

THIS SUBSCRIPTION AGREEMENT made as of this 14th day of January, 2004 between GLASS WAVE ENTERPRISES INC. (the "Company"), a Nevada corporation, and the undersigned (the "Subscriber").

WHEREAS:

A. The Subscriber desires to acquire the number of common shares of the Offering, as set forth below, on the terms and subject to the conditions of this Subscription Agreement.

NOW THEREFORE THIS SUBSCRIPTION AGREEMENT witnesses that, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

1.	Subscription

1.1 The Subscriber hereby irrevocably subscribes for and agrees to purchase 100,000 common shares in the capital of the Company (the "Shares") at a price of US$ 0.001 per Share (such subscription and agreement to purchase being the "Subscription"), for the total purchase price of US$100 (the "Subscription Proceeds"), which is tendered herewith on the basis of the representations and warranties and subject to the terms and conditions set forth herein.

1.2 Subject to the terms hereof, the Subscription will be effective upon its acceptance by the Company. Any acceptance by the Company of the Subscription is conditional upon compliance with all securities laws and other applicable laws of the jurisdiction in which the Subscriber is resident.

2.	Payment

2.1. The Subscription Proceeds must accompany this Subscription and shall be paid by cash or cheque or bank draft drawn on a major Canadian or U.S. chartered bank made payable to the Company and delivered to the Company or its lawyers or may be wired directly to either one of them. If the Subscription proceeds are delivered to the Company's lawyers, the Subscriber authorizes the Company's lawyers to deliver the Subscription Proceedsto the Company on the Closing Date.

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behalf of the Company. In the event that this Subscription Agreement is not accepted by the Company for whatever reason within 30 days of the delivery of an executed Subscription Agreement by the Subscriber, this Subscription Agreement, the Subscription Proceeds and any other documents delivered in connection herewith will be returned to the Subscriber at the address of the Subscriber as set forth in this Subscription Agreement.

2.3 Where the Subscription Proceeds are paid to the Company, the Company is entitled to treat such Subscription Proceeds as an interest free loan to the Company until such time as the Subscription is accepted and the certificates representing the Shares have been issued to the Subscriber.

3.	Documents Required from Subscriber

3.1 The Subscriber must complete, sign and return to the Company two (2) executed copies of this Subscription Agreement.

3.2 The Subscriber shall complete, sign and return to the Company as soon as possible, on request by the Company, any documents, questionnaires, notices and undertakings as may be required by any regulatory authorities, stock exchanges, or applicable laws.

4.	Closing

4.1 Closing of the offering of the Shares (the "Closing") shall occur on or before April 30, 2005, or on such other date as may be determined by the Company (the "Closing Date").

5.	Acknowledgements of Subscriber
5.1		The Subscriber acknowledges and agrees that:

(a)	none of the Shares have been or will be 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 only in accordance with any applicable state securities and provincial laws;
(b)	the Company has not undertaken, and will have no obligation, to register any of the Shares under the 1933 Act or qualify any of the Shares under any state or provincial securities laws;
(c)	the Subscriber has received and carefully read this Subscription Agreement;
(d)	the decision to execute this Subscription Agreement and purchase the Shares agreed to be purchased hereunder has not been based upon any oral or written representation as to fact or otherwise made by or on behalf of the Company;
(e)	the Subscriber and the Subscriber's advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company in connection with the Offering, and to obtain additional information, to the extent possessed or obtainable by the Company without unreasonable effort or expense;
(f)	the books and records of the Company were available upon reasonable notice for inspection, subject to certain confidentiality restrictions, by Subscribers during reasonable business hours at its principal place of business and that all documents, records and books in connection with the Offering have been made available for inspection by the Subscriber, the Subscriber's attorney and/or advisor(s);

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(g)	the Company is entitled to rely on the representations and warranties of the Subscriber contained in this Subscription Agreement and the Subscriber will hold harmless the Company from any loss or damage it or they may suffer as a result of the Subscriber's failure to correctly complete this Subscription Agreement;
(h)	the Subscriber will indemnify and hold harmless the Company and, where applicable, its respective 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 Subscriber contained herein or in any document furnished by the Subscriber to the Company in connection herewith being untrue in any material respect or any breach or failure by the Subscriber to comply with any covenant or agreement made by the Subscriber to the Company in connection therewith;
(i)	the Subscriber has been advised to consult the Subscriber'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 the Subscriber is solely responsible (and the Company is not in any way responsible) for compliance with applicable resale restrictions;
j)	there is no market for the Shares, no market for the Shares may ever exist and none of the Shares are listed on any stock exchange or automated dealer quotation system and no representation has been made to the Subscriber that any of the Shares will become listed on any stock exchange or automated dealer quotation system;
(k)	the Company is a "private issuer" as that term is defined in Multilateral Instrument ("MI 45-103"), as adopted by the British Columbia Securities Commission, and as such:
	(i)	the securities of the Company cannot be transferred without the previous consent of the Company's board of directors, expressed by resolution of the board, at their sole discretion; and
	(ii)	there are restrictions on the number of shareholders of the Company;
(1)	the Subscriber is acquiring the Shares pursuant to an exemption from the registration and prospectus requirements of applicable securities legislation in all jurisdictions relevant to this Subscription, and, as a consequence, the Subscriber will not be entitled to use most of the civil remedies available under applicable securities legislation and the Subscriber will not receive information that would otherwise be required to be provided to the Subscriber pursuant to applicable securities legislation;
(m)	the Subscriber has been advised that the business of the Company is in a start-up phase and acknowledges that there is no assurance that the Company will raise sufficient funds to adequately capitalize the business or that the business will be profitable in the future;
(n)	the Company is not a reporting issuer in any Canadian province and accordingly, resale of any of the Shares in Canada is restricted except pursuant to an exemption from applicable securities legislation;
(o)	neither the SEC nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of the Shares,
(p)	no documents in connection with the Offering have been reviewed by the SEC or any state securities administrators;

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(q)	there is no government or other insurance covering any of the Shares;
(r)	the issuance and sale of the Shares to the Subscriber will not be completed if it would be unlawful or if, in the discretion of the Company acting reasonably, it is not in the best interests of the Company;

	(s)	the statutory and regulatory basis for the exemption claimed for the offer and sale 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; and
	(t)	this Subscription Agreement is not enforceable by the Subscriber unless it has been accepted by the Company.
6.		Representations, Warranties and Covenants of the Subscriber

6.1 The Subscriber hereby represents and warrants to and covenants with the Company (which representations, warranties and covenants shall survive the Closing) that:

(a)	the Subscriber is not a U.S. Person;
(b)	the Subscriber is not acquiring the Shares for the account or benefit of, directly or indirectly, any U.S. Person;
(c)	the Subscriber is resident in the jurisdiction set out under the heading "Name and Address of Subscriber" on the signature page of this Subscription Agreement and the sale of the Shares to the Subscriber as contemplated in this Subscription Agreement complies with or is exempt from the applicable securities legislation of the jurisdiction of residence of the Subscriber;
(d)	the Subscriber is purchasing the Shares as principal for investment purposes only and not with a view to resale or distribution and, in particular, the Subscriber has no intention to distribute, either directly or indirectly, any of the Shares in the United States or to U.S. Persons;
(e)	the Subscriber is outside the United States when receiving and executing this Subscription Agreement;
(f)	the Subscriber is not an underwriter of, or dealer in, the common shares of the Company, nor is the Subscriber participating, pursuant to a contractual agreement or otherwise, in the distribution of the Shares;
(g)	the Subscriber 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 and in each case only in accordance with applicable state and provincial securities laws;
(h)	the Subscriber 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;
(i)	the Subscriber 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;

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(j)	the Subscriber understands and agrees that the Company 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;
(k)	the Subscriber acknowledges that the Subscriber 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 any 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 Subscriber may sell or otherwise dispose of any of the Shares pursuant to registration of any of the Shares pursuant to the 1933 Act and any applicable state securities laws or under an exemption from such registration requirements and as otherwise provided herein;
(l)	the Subscriber is aware that an investment in the Company is speculative and involves certain risks, including the possible loss of the entire investment;
(m)	the Subscriber has made an independent examination and investigation of an investment in the Shares and the Company and has depended on the advice of the Subscriber's legal and financial advisors and agrees that the Company will not be responsible in anyway whatsoever for the Subscriber's decision to invest in the Shares and the Company;
(n)	the Subscriber (i) has adequate net worth and means of providing for its current financial needs and possible personal contingencies, (ii) has no need for liquidity in this investment, and (iii) is able to bear the economic risks of an investment in the Shares for an indefinite period of time;
(o)	it (i) is able to fend for itself in the Subscription; (ii) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment in the Shares and the Company; and (iii) has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment;
(p)	the Subscriber recognizes that the purchase of Shares involves a high degree of risk in that the Company does not have any commercial operations or other business assets and may require substantial funds in addition to the proceeds of this Offering;
(q)	the Subscriber understands and agrees that the Company and others will rely upon the truth and accuracy of the acknowledgements, representations and agreements contained in this Subscription Agreement and agrees that if any of such acknowledgements, representations and agreements are no longer accurate or have been breached, the Subscriber shall promptly notify the Company;
(r)	the Subscriber has the legal capacity and competence to enter into and execute this Subscription Agreement and to take all actions required pursuant hereto and, if the Subscriber 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 Subscription Agreement on behalf of the Subscriber;
(s)	the entering into of this Subscription Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to, or the constating documents of, the Subscriber or of any agreement, written or oral, to which the Subscriber may be a party or by which the Subscriber is or may be bound;
(t)	the Subscriber has duly executed and delivered this Subscription Agreement and it constitutes a valid and binding agreement of the Subscriber enforceable against the Subscriber in accordance with its terms;

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(u)	if it is acquiring the Shares as a fiduciary or agent for one or more investor accounts, it has sole investment discretion with respect to each such account and it has full power to make the foregoing acknowledgments, representations and agreements on behalf of such account;
(v)	the Subscriber 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
(w)	no person has made to the Subscriber 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 Company on any stock exchange or automated dealer quotation system.

6.2 if the Subscriber is a resident of British Columbia, the Subscriber represents to the Company that the Subscriber (tick one or more of the following boxes) is:

(a)	a director, officer, employee or control person of the Company
(b)	a spouse, parent, grandparent, brother, sister or child of a director, senior officer or control person of the Company
(c)	a close personal friend of a director, senior officer or control person of the Company
(d)	a close business associate of a director, senior officer or control person of the Company
(e)	a current holder of common shares or other designated securities of the Company
(f)	an individual who, either alone or jointly 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 CDN$1,000,000
(g)	an individual whose net income before taxes exceeded CDN$200,000 in each of the two most recent years or whose net income before taxes combined with that of a spouse exceeded CDN$300,000 in each of the two most recent years and who, in either case, reasonably expects to exceed that net income level in the current year
(h)	a corporation, limited partnership, limited liability partnership, trust or estate, other than a mutual fund or non-redeemable investment fund, that had net assets of at least CDN$5,000,000 as shown on its most recently prepared financial statements
(i)	a person or company in respect of which all of the owners of interests, direct or indirect, legal or beneficial, are persons or companies described in (a) to (c)

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6.3 If the Subscriber has ticked one or more of boxes (b), (c) or (d) in paragraph 6.2 above, the director(s), senior officer(s), or control person(s) of the Company with whom the Subscriber has the relationship is:

____________________________________________________________

(Fill in the name of each director, senior officer and control

person which you have the above-mentioned relationship with).

6.4

In this Subscription Agreement, the term "U.S. Person" shall mean:

(a)

any natural person resident in the United States;

(b)

any partnership or corporation organized or incorporated under the laws of the United States;

(c)

any estate of which any executor or administrator is a U.S. person;

(d)

any trust of which any trustee is a U.S. person;

(e)

any agency or branch of a foreign entity located in the United States;

(f)

any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a U.S. person;

(g)

any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated, or (if an individual) resident in the United States; and

(h)

any partnership or corporation if:

(i)

organized or incorporated under the laws of any foreign jurisdiction; and

(ii)

formed by a U.S. person principally for the purpose of investing in securities not registered under the 1933 Act, unless it is organized or incorporated, and owned, by accredited investors, as that term is defined in Regulation D of the 1933 Act, who are not natural persons, estates or trusts.

Representations by the Company

7.1

The Company represents and warrants to the Subscriber that:

(a)

the Company is a corporation duly organized, existing and in good standing under the laws of the State of Nevada and has the corporate power to conduct the business which it conducts and proposes to conduct; and

(b)

upon issue, the Shares will be duly and validly issued, fully paid and non-assessable common shares in the capital of the Company.

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8.	Representations and Warranties will be Relied Upon by the Company

8.1 The Subscriber 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 the Company and its legal counsel in determining the Subscriber's eligibility to purchase the Shares under applicable securities legislation, or (if applicable) the eligibility of others on whose behalf it is contracting hereunder to purchase the Shares under applicable securities legislation. The Subscriber further agrees that by accepting delivery of the certificates representing the Shares on the Closing Date, it will be representing and warranting that the representations and warranties contained herein are true and correct as at the Closing Date with the same force and effect as if they had been made by the Subscriber on the Closing Date and that they will survive the purchase by the Subscriber of Shares and will continue in full force and effect notwithstanding any subsequent disposition by the Subscriber of such Shares.

9.	Resale Restrictions

9.1 The Subscriber acknowledges that any resale of the Shares will be subject to resale restrictions contained in the securities legislation applicable to each Subscriber or proposed transferee. The Subscriber acknowledges that the Shares have not been registered under the 1933 Act of the securities laws of any state of the United States and that the Company does not intend to register same under the 1933 Act, or the securities laws of any such state and has no obligation to do so. The Shares may not be offered or sold in the United States unless registered in accordance with United States federal securities laws and all applicable state securities laws or exemptions from such registration requirements are available.

10.	Acknowledgement and Waiver

10.1 The Subscriber has acknowledged that the decision to purchase the Shares was solely made on the basis of publicly available information. The Subscriber hereby waives, to the fullest extent permitted by law, any rights of withdrawal, rescission or compensation for damages to which the Subscriber might be entitled in connection with the distribution of any of the Shares.

11.	Legending and Registration of Subject Shares

11.1 The Subscriber hereby acknowledges that a legend may be placed on the certificates representing any of the Shares to the effect that the Shares represented by such certificates are subject to a hold period and may not be traded until the expiry of such hold period except as permitted by applicable securities legislation.

11.2 The Subscriber hereby acknowledges and agrees to the Company making a notation on its records or giving instructions to the registrar and transfer agent of the Company in order to implement the restrictions on transfer set forth and described in this Subscription Agreement.

12.

Costs

12.1 The Subscriber acknowledges and agrees that all costs and expenses incurred by the Subscriber (including any fees and disbursements of any special counsel retained by the Subscriber) relating to the purchase of the Shares shall be borne by the Subscriber.

13.	Governing Law

13.1 This Subscription Agreement is governed by the laws of the State of Nevada. The Subscriber, in its personal or corporate capacity and, if applicable, on behalf of each beneficial purchaser for whom it is acting, irrevocably attorns to the jurisdiction of the State of Nevada.

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14.	Survival

14.1 This Subscription Agreement, including without limitation the representations, warranties and covenants contained herein, shall survive and continue in full force and effect and be binding upon the parties hereto notwithstanding the completion of the purchase of the Shares by the Subscriber pursuant hereto.

15.		Assignment
15.1	This Subscription Agreement is not transferable or assignable.
16.	Execution

16.1 The Company shall be entitled to rely on delivery by facsimile machine of an executed copy of this Subscription Agreement and acceptance by the Company of such facsimile copy shall be equally effective to create a valid and binding agreement between the Subscriber and the Company in accordance with the terms hereof.

17.	Severability

17.1 The invalidity or unenforceability of any particular provision of this Subscription Agreement shall not affect or limit the validity or enforceability of the remaining provisions of this Subscription Agreement.

18.	Entire Agreement

18.1 Except as expressly provided in this Subscription Agreement and in the agreements, instruments and other documents contemplated or provided for herein, this Subscription Agreement contains the entire agreement between the parties with respect to the sale of the Shares and there are no other terms, conditions, representations or warranties, whether expressed, implied, oral or written, by statute or common law, by the Company or by anyone else.

19.	Notices

19.1 All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted by any standard form of telecommunication. Notices to the Subscriber shall be directed to the address on page 10 and notices to the Company shall be directed to it at 3155 E. Patrick Lane., Suite 1, Las Vegas, NV 89120-3481, Attention: The President.

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20.

Counterparts

20.1 This Subscription Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall constitute an original and all of which together shall constitute one instrument.

IN WITNESS WHEREOF the Subscriber has duly executed this Subscription Agreement as of the date first above mentioned.

DELIVERY INSTRUCTIONS

1.	Delivery - please deliver the certificates to:

As below

________

2.	Registration - registration of the certificates which are to be delivered at closing should be made as follows:

As below

(name)

________

(address)

3.	The undersigned hereby acknowledges that it will deliver to the Company all such additional completed forms in respect of the Subscriber's purchase of the Shares as may be required for filing with the appropriate securities commissions and regulatory authorities.

	Chester Ku
	(Name of Subscriber – Please type or print)


	/s/ Chester Ku
	(Signature and, if applicable, Office)


	207-2525 Quebec St.
	(Address of Subscriber)

	Vancouver, BC V5T 4R5
	(City, State or Province, Postal Code of Subscriber)

	CANADA
	(Country of Subscriber)

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A C C E P T A N C E

The above-mentioned Subscription Agreement in respect of the Shares is hereby accepted by GLASS WAVE ENTERPRISES INC.

DATED at Vancouver the 14th day of January, 2005.

GLASS WAVE ENTERPRISES INC.

Per:	/s/ Chester Ku

Chester Ku

Exhibit 10.2

SHARE PURCHASE AGREEMENT

THIS AGREEMENT dated for reference the 31st day of January 2005

AMONG:

CHESTER KU , a business person with an address at 207-2525 Quebec St, Vancouver, B.C. V5T 4R3 ("Chester")

(The "Vendor")

AND:

GLASS WAVE ENTERPRISES, INC. a Nevada Corporation with a registered office at 3155 E. Patrick Lane., Suite 1, Las Vegas, Nevada 89120-3481, U.S.A. (the "Purchaser")

WHEREAS:

A. Chester is the registered holder and beneficial owner of 100 common shares (the "Astro Shares") in the capital stock of Astro Nutrition Inc. ("Astro Nutrition");

B. The 100 Astro shares represent all the issued and outstanding shares of Astro Nutrition, Inc.;

C. Chester has agreed to sell and the Purchaser has agreed to purchase the Astro Shares on the terms and conditions contained in this Agreement.

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of $100 and the premises and mutual agreements and covenants herein contained (the receipt and adequacy of such consideration being mutually acknowledged by each party), the parties covenant and agree as follows:

1.	INTERPRETATION

1.1 In this Agreement the following words and phrases shall have the following meanings:

(a)	"Assets" means all property or assets of any nature or kind, whether real or personal, tangible or intangible, corporeal or incorporeal and includes any interest therein;

)	"Closing Date" means the January 31, 2005, or such other date as may be agreed upon in writing by the parties, but in any event no later than ninety (90) days from the date of this Agreement;

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(c)	" Company Act " means the British Columbia Company Act in effect at the date of this Agreement;
(d)	"Encumbrances" means any lien, claim, charge, pledge, hypothecation, security interest, mortgage, title retention agreement, option or encumbrance of any nature or kind whatsoever;
(e)	"Income Tax Act" means the Income Tax Act of Canada in effect on the date of this Agreement;
(f)	"Material Contracts" means those subsisting commitments, contracts, instruments, leases and other agreements, oral or written, entered into by Astro Nutrition, by which it is bound or to which it or its Assets are subject which have total payment obligations on the part of Astro Nutrition which exceed CDN$100 per month or are for a term of or in excess of one year;
(g)	"Person" includes an individual, corporation, body corporate, partnership, joint venture, association, trust or unincorporated organization or any trustee, executor, administrator or other legal representative thereof;
(h)	"Purchase Price" means:
	(i)	USD$100;

1.2 For the purposes of this Agreement, except as otherwise expressly provided herein:

(a)	"this Agreement" means this Agreement, including the Schedules hereto, as it may from time to time be supplemented or amended;

b)	all references in this Agreement to a designated Article, Section, Subsection, paragraph, or other subdivision, or to a Schedule, is to the designated Article, Section, Subsection, paragraph or other subdivision of or Schedule to this Agreement unless otherwise specifically stated;
(c)	the singular of any term includes the plural and vice versa and the use of any term is equally applicable to any gender and where applicable to a body corporate;
(d)	the word "or" is not exclusive and the word "including" is not limiting;
(e)	all accounting terms not otherwise defined in this Agreement have the meanings assigned to them in accordance with an generally accepted accounting principles applicable in Canada;
(f)	except as otherwise provided, any reference to a statute includes and is a reference to such statute and to the regulations made pursuant thereto with all amendments made thereto and in force from time to time, and to any statute or regulations that

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may be passed which have the effect of supplementing or superseding such statute or such regulations;

(g)	the headings to the Articles and clauses of this Agreement are inserted for convenience only and do not form a part of this Agreement and are not intended to interpret, define or limit the scope, extent or intent of this Agreement or any provision hereof;
(h)	any reference to a corporate entity includes and is also a reference to any corporate entity that is a successor to such entity;

	i)	the parties acknowledge that this Agreement is the product of arm's length negotiation between the parties, each having obtained its own independent legal advice, and that this Agreement shall be construed neither strictly for nor strictly against any party irrespective of which party was responsible for drafting this Agreement;
	(j)	the representations, warranties, covenants and agreements contained in this Agreement shall not merge at the closing and shall continue in full force and effect from and after the Closing Date for the applicable period set out in this Agreement; and
	(k)	each and every covenant, representation or Warranty of the Vendors contained herein shall be a joint and several covenant, representation or warranty of each of the Vendors.
1.3		The following are the schedules to this Agreement:

Schedule A-Shareholders of Astro Nutrition and their Shareholdings

Schedule B-Material Contracts

Schedule C-Equipment and Other Chattels

Schedule D-Domain Names

2.	PURCHASE AND SALE OF THE SHARES

2.1 Based and relying on the representations and warranties set forth in Articles 3 and 4, the Purchaser agrees to purchase the Astro Shares, free and clear of all Encumbrances and the Purchaser agrees to pay the Purchase Price on the terms and conditions set forth herein.

3.	REPRESENTATIONS AND WARRANTEES OF THE VENDORS

3.1 In order to induce the Purchaser to enter into and to consummate the transactions contemplated by this Agreement, Chester represents and warrants to the Purchaser as follows:

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a)	Astro Nutrition is duly incorporated, validly existing, and in good standing with respect to the filing of annual reports under the Company Act , and has all necessary corporate power, authority and capacity to own its Assets and to carry on its business as presently conducted;
(b)	Chester owns and has good and marketable title to all the Astro Shares as the legal and beneficial owner thereof, free of all Encumbrances and all such shares have been duly and validly issued and are outstanding as fully paid and non-assessable shares in the capital of Astro Nutrition;
(c)	The Astro Shares represent all of the issued and outstanding shares in the capital of Astro Nutrition and no Person has any agreement, right or option, present or future, contingent, absolute or capable of becoming an agreement, right or option or which with the passage of time or the occurrence of any event could become an agreement, right or option:
	(i)	to require Astro Nutrition to issue any further or other shares in its capital or any other security convertible or exchangeable into shares in its capital or to convert or exchange any securities into or for shares in the capital of Astro Nutrition;
	(ii)	for the issue or allotment of any unissued shares in Astro Nutrition's capital; or
	(iii)	to acquire the issued and outstanding shares in Astro Nutrition or any of them;
(d)	Chester has due and sufficient right and authority to enter into this Agreement on the terms and conditions set forth and to transfer the legal and beneficial title and ownership of the Shares to the Purchaser;
(e)	Chester is not a "non-resident" of Canada within the meaning of s. 116 of the Income Tax Act ; and
(f)	This Agreement constitutes a valid and binding obligation of Chester. Chester is not a party to, bound by or subject to any indenture, mortgage, lease, agreement, instrument, statute, regulation, order, judgment, decree or law which would be violated, contravened or breached by, or under which any default would occur as a result of, the execution and delivery by Chester of this Agreement or the performance by Chester of any of the terms hereof.
(g)	Astro Nutrition has good and marketable title to all of its Assets free and clear of all Encumbrances and none of Astro Nutrition's Assets are in the possession of or under the control of any other person;

(h)	Schedule E sets forth a true and complete list of all equipment and other personal property owned by Astro Nutrition and all such equipment and other personal property are owned free and clear of any Encumbrances;

- 5 -

(i)	Except for the contracts and agreements listed in Schedule B, Astro Nutrition is not party to or bound by any Material Contract, whether oral or written, and the contracts and agreements listed in Schedule B are all valid and subsisting, in full force and effect and un-amended, no material default exists in respect thereof on the part of Astro Nutrition or, to the best of the knowledge of either of the Vendors, on the part of any of the other parties thereto, the Vendors are not aware of any intention on the part of any of the other parties thereto to terminate or materially alter any such contracts or agreements, and Schedule B list all the present outstanding Material Contracts entered into by Astro Nutrition in the course of carrying on its business;
(j)	Astro Nutrition is not party to, bound by or subject to any indenture, mortgage, lease, agreement, license, permit, authorization,, certification, instrument, statute, regulation, order, judgment, decree or law that would be violated or breached by, or under which default would occur or which could be terminated, cancelled or accelerated, in whole or in part, as a result of the execution and delivery of this Agreement or the consummation of any of the transactions provided for in this Agreement;
(k)	there is no action, suit, litigation, arbitration proceeding, governmental proceeding, investigation or claim, including appeals and applications for review, in progress, threatened or pending against, or relating to Astro Nutrition or affecting their Assets or business which might materially and adversely affect the Assets, business, future prospects or financial condition of Astro Nutrition, and there is no judgment, decree, injunction, rule or order of any court, governmental department, commission, agency, instrumentality or arbitrator outstanding against Astro Nutrition;
(l)	Astro Nutrition:
	(i)	has duly filed in a timely manner:
		A.	all federal and provincial income tax returns and election forms and the tax returns of any other jurisdiction required to be filed and all such returns and forms have been completed accurately and correctly in all respects; and
		B.	all Workers' Compensation Board returns, corporation capital tax returns, goods and services tax returns, provincial sales tax returns, and other reports and information required to be filed with all applicable government authorities, agencies or regulatory bodies;
	(ii)	has paid all taxes (including all federal, provincial and local taxes, assessments or other imposts in respect of its income, business, or Assets) and all interest and penalties thereon with respect to Astro Nutrition, for all previous years and all required quarterly instalments due for the current fiscal year have been paid;

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(iii)

has provided adequate reserves for all taxes for the periods covered by, and such reserves are reflected in, the Year End Financial Statements;

and there is no agreement, waiver or other arrangement providing for an extension of time with respect to the filing of any tax return, or payment of any tax, governmental charge or deficiency by Astro Nutrition, nor is there any action, suit, litigation, arbitration, proceeding, governmental proceeding, investigation or claim, including appeals and applications for review, in progress, threatened or pending against or relating to Astro Nutrition or its Assets or business in respect of, or discussions underway with any governmental authority relating to, any such tax or governmental charge or deficiency;

(m)	There are no contingent tax liabilities nor any grounds which could prompt a reassessment against Astro Nutrition;
(n)	With respect to the goods and services tax under the Excise Tax Act ("GST"):
	(i)	Astro Nutrition is registered for GST purposes;
	(ii)	Astro Nutrition does not have any deferred obligations or liabilities under any section of the Excise Tax Act ;
	(iii)	Astro Nutrition has not made a supply of property or service to a Person with whom Astro Nutrition was not dealing at arm's length for proceeds less than the fair market value thereof;
	(iv)	all GST required to be collected by Astro Nutrition has been collected and all GST amounts required to be remitted to the Receiver General for Canada have been remitted; and
	(v)	all GST returns and reports of Astro Nutrition required by law to be filed have been filed in a timely manner and are true, complete and correct in all respects.
(o)	Astro Nutrition does not have and does not use any service marks, trade names, design marks or trade marks in connection with its business;
(p)	Schedule D contains a complete and accurate list of all of the domain names owned by Astro Nutrition and a complete and accurate list of all of the web sites operated by Astro Nutrition;
(q)	Schedule E contains a complete and accurate list of all of the computer systems software used by Astro Nutrition in connection with its business;

3.2 All statements contained in any certificate or other instrument delivered by or on behalf of the Vendors pursuant hereto or in connection with the transactions contemplated by this Agreement shall be deemed to be representations and warranties by the Vendors hereunder.

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4.	ACKNOWLEDGEMENT, REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

4.1 In order to induce the Vendors to enter into and to consummate the transactions contemplated by this Agreement the Purchaser represents and warrants to the Vendors that:

(a)	The Purchaser is a company duly incorporated, validly existing and in good standing with respect to the filing of annual reports under Chapter 78 of the Nevada Revised Statutes ;
(b)	The Purchaser has all necessary corporate power, authority and capacity to acquire the Shares and to perform its obligations hereunder. The execution and delivery of this Agreement has been duly authorized by all necessary corporate action on the part of the Purchaser and this Agreement has been duly executed and delivered by the Purchaser and constitutes a valid and binding obligation of the Purchaser; and
(c)	The Purchaser is not a party to, bound by or subject to any indenture, mortgage, lease, agreement, instrument, statute, regulation, order, judgment, decree or law which would be violated, contravened or breached by, or under which any default would occur as a result of, the execution and delivery by the Purchaser of this Agreement or the performance by the Purchaser of any of the terms hereof.

4.2 All statements contained in any certificate or other instrument delivered by or on behalf of the Purchaser pursuant hereto or in connection with the transactions contemplated by this Agreement shall be deemed to be representations and warranties by the Purchaser hereunder.

4.3 The Purchaser acknowledges and agrees that the Vendors have entered into this Agreement relying on the warranties and representations and other terms and conditions of this Agreement notwithstanding any independent searches or investigations that have been or may be undertaken by or on behalf of the Vendors and that no information which is now known or should be known of which may hereafter become known to any of the Vendors or their professional advisers shall limit or extinguish the right to indemnification hereunder.

5.	CLOSING

5.1 The transactions contemplated by this Agreement shall be completed at 11:00 A.M. on the Closing Date at the offices of the Vendor, or at such other time or at such other location as may be mutually agreed upon in writing by the parties.

6.	EXPENSES

6.1 All costs and expenses incurred in connection with the preparation of this Agreement and the transactions contemplated by this Agreement shall be paid by the party incurring such expenses.

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7.		TIME
7.1	Time shall be of the essence hereof
8.	GOVERNING LAW

8.1 This Agreement shall be governed by and construed in accordance with the law of the province of British Columbia and the parties submit and attorn to the jurisdiction of the courts of the province of British Columbia.

9.	SEVERABILITY

9.1 If a court of other tribunal of competent jurisdiction determines that any one or more of the provisions contained in this Agreement is invalid, illegal or unenforceable in any respect in any jurisdiction, the validity, legality and enforceability of such provision or provisions shall not in any way be affected or impaired thereby in any other jurisdiction and the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby, unless in either case as a result of such determination this Agreement would fail in its essential purpose.

10.

ENTIRE AGREEMENT

10.1 This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings, oral or written, by and between any of the parties with respect to the subject matter hereof

11.

FURTHER ASSURANCES

11.1 The parties shall with reasonable diligence, do all such things and provide all such reasonable assurances as may be required to consummate the transactions contemplated by this Agreement, and each party shall provide such further documents or instruments required by the other party as may be reasonably necessary or desirable to give effect to the purpose of this Agreement and carry out its provisions whether before, or after the Closing Date.

12.

ENUREMENT

12.1 This Agreement and each of the terms and provisions hereof shall enure to the benefit of and be binding upon the parties and their respective heirs, executors, administrators, personal representatives, successors and assigns.

13.

COUNTERPARTS

13.1 This Agreement may be executed in as many counterparts as may be necessary or by facsimile and each such counterpart agreement or facsimile so executed shall be deemed to be an original and such counterparts and facsimile copies together shall constitute one and the same instrument.

- 9 -

IN WITNESS WHEREOF the parties have duly executed this Agreement on 31st day of January, 2005.

VENDOR:

ASTRO NUTRITION INC.

Per:	/s/ Chester Ku

Chester Ku, President

PURCHASER:

GLASS WAVE ENTERPRISES, INC.

Per:	/s/ Chester Ku

Chester Ku, Chairman

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SCHEDULE A

Shareholders of Astro Nutrition Inc. and their Shareholdings

Shareholder	Shares Owned in Astro Nutrition Corp.
Chester Ku	100 Class "A" Common Shares

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SCHEDULE B

Material Contracts of Astro Nutrition Corp.

Listed and Attached as Follows

1.	WorldPay transaction processing agreement - Attached
2.	PayPal transaction processing terms and conditions - Attached
3.	Deep System Hosting Agreement - Attached

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SCHEDULE C

Equipment and Other Chattels of Astro Nutrition Inc.

Listed with estimated cash values:

QTY	Description	Amount	Line

1	XP Athlon 1.4GHZ and printer	$700	$700
1	Mini comer desk, predestal, bookcase	$450	$450
1	Sony Clie PEG SJ22	$175	$175
1	Shredder PS60-2 w/lubricant	$125	$125
1	Mouse, surge protector, memory	$150	$150
1	Chair	$275	$275
2	Benq FP531SB 15" monitors	$525	$1050
1	HP Photosmart 435 Digicam	$100	$100
		Total	$3025

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SCHEDULE D

Domain Names Owned by Astro Nutrition Inc.

Complete list of domain names owned by Astro Nutrition Inc.

Astronutrition.com

Exhibit 10.3

NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) 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 AND PROVINCIAL LAWS. IN ADDITION, "EDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT.

SUBSCRIPTION AGREEMENT

THIS SUBSCRIPTION AGREEMENT made as of this 22nd day of February, 2005 between GLASS WAVE ENTERPRISES INC. (the "Company"), a Nevada corporation, and the undersigned (the "Subscriber").

WHEREAS:

A. The Subscriber desires to acquire the number of common shares of the Offering, as set forth below, on the terms and subject to the conditions of this Subscription Agreement.

NOW THEREFORE THIS SUBSCRIPTION AGREEMENT witnesses that, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

1.	Subscription

1.1 The Subscriber hereby irrevocably subscribes for and agrees to purchase 2,000,000 common shares in the capital of the Company (the "Shares") at a price of US$ 0.005 per Share (such subscription and agreement to purchase being the "Subscription"), for the total purchase price of US$ 10,000 (the "Subscription Proceeds"), which is tendered herewith, on the basis of the representations and warranties and subject to the terms and conditions set forth herein.

2.	Payment

2.1 The Subscription Proceeds must accompany this Subscription and shall be paid by cash or cheque or bank draft drawn on a major Canadian or U.S. chartered bank made payable to the Company and delivered to the Company or its lawyers or may be wired directly to either one of them. If the Subscription proceeds are delivered to the Company's lawyers, the Subscriber authorizes the Company's lawyers to deliver the Subscription Proceeds to the Compan on the Closing Date.

- 2 -

of the Company. In the event that this Subscription Agreement is not accepted by the Company for whatever reason within 30 days of the delivery of an executed Subscription Agreement by the Subscriber, this Subscription Agreement, the Subscription Proceeds and any other documents delivered in connection herewith will be returned to the Subscriber at the address of the Subscriber as set forth in this Subscription Agreement.

3.	Documents Required from Subscriber

3.1 The Subscriber must complete, sign and return to the Company two (2) executed copies of this Subscription Agreement.

4.	Closing

4.1 Closing of the offering of the Shares (the "Closing") shall occur on or before July 31, 2004, or on such other date as may be determined by the Company (the "Closing Date").

5.	Acknowledgements of Subscriber
5.1	The Subscriber acknowledges and agrees that:

(a)	none of the Shares have been or will be 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 only in accordance with any applicable state securities and provincial laws;
(b)	the Company has not undertaken, and will have no obligation, to register any of the Shares under the 1 933 Act or qualify any of the Shares under any state or provincial securities laws.
(c)	the Subscriber has received and carefully read this Subscription Agreement;
(d)	the decision to execute this Subscription Agreement and purchase the Shares agreed to be purchased hereunder has not been based upon any oral or written representation as to fact or otherwise made by or on behalf of the Company;
(e)	the Subscriber and the Subscriber's advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company in connection with the Offering, and to obtain additional information, to the extent possessed or obtainable by the Company without unreasonable effort or expense;
(f)	the books and records of the Company were available upon reasonable notice for inspection, subject to certain confidentiality restrictions, by Subscribers during reasonable business hours at its principal place of business and that all documents, records and books in connection with the Offering have been made available for inspection by the Subscriber, the Subscriber's attorney and/or advisor(s);

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(g)	the Company is entitled to rely on the representations and warranties of the Subscriber contained in this Subscription Agreement and the Subscriber will hold harmless the Company from any loss or damage it or they may suffer as a result of the Subscriber's failure to correctly complete this Subscription Agreement;
(h)	the Subscriber will indemnify and hold harmless the Company and, where applicable, its respective 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 Subscriber contained herein or in any document furnished by the Subscriber to the Company in connection herewith being untrue in any material respect or any breach or failure by the Subscriber to comply with any covenant or agreement made by the Subscriber to the Company in connection therewith;
(i)	the Subscriber has been advised to consult the Subscriber'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 the Subscriber is solely responsible (and the Company is not in any way responsible) for compliance with applicable resale restrictions;
(j)	there is no market for the Shares, no market for the Shares may ever exist and none of the Shares are listed on any stock exchange or automated dealer quotation system and no representation has been made to the Subscriber that any of the Shares will become listed on any stock exchange or automated dealer quotation system;
(k)	the Company is a "private issuer" as that term is defined in Multilateral Instrument ("MI 45-103"), as adopted by the British Columbia Securities Commission, and as such:
	(i)	the securities of the Company cannot be transferred without the previous consent of the Company's board of directors, expressed by resolution of the board, at their sole discretion; and
	(ii)	there are restrictions on the number of shareholders of the Company;
(l)	the Subscriber is acquiring the Shares pursuant to an exemption from the registration and prospectus requirements of applicable securities legislation in all jurisdictions relevant to this Subscription, and, as a consequence, the Subscriber will not be entitled to use most of the civil remedies available under applicable securities legislation and the Subscriber will not receive information that would otherwise be required to be provided to the Subscriber pursuant to applicable securities legislation;
(m)	the Subscriber has been advised that the business of the Company is in a start-up phase and acknowledges that there is no assurance that the Company will raise sufficient funds to adequately capitalize the business or that the business will be profitable in the future;
(n)	the Company is not a reporting issuer in any Canadian province and accordingly, resale of any of the Shares in Canada is restricted except pursuant to an exemption from applicable securities legislation;
(o)	neither the SEC nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of the Shares;
(p)	no documents in connection with the Offering have been reviewed by the SEC or any state securities administrators;

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	(q)	there is no government or other insurance covering any of the Shares;
	(r)	the issuance and sale of the Shares to the Subscriber will not be completed if it would be unlawful or if, in the discretion of the Company acting reasonably, it is not in the best interests of the Company;
	(s)	the statutory and regulatory basis for the exemption claimed for the offer and sale 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; and
	(t)	this Subscription Agreement is not enforceable by the Subscriber unless it has been accepted by the Company.
6.		Representations, Warranties and Covenants of the Subscriber

6.1 The Subscriber hereby represents and warrants to and covenants with the Company, (which representations, warranties and covenants shall survive the Closing) that:

(a)	the Subscriber is not a U.S. Person;
(b)	the Subscriber is not acquiring the Shares for the account or benefit of, directly or indirectly, any U.S. Person;
(c)	the Subscriber is resident in the jurisdiction set out under the heading "Name and Address of' Subscriber" on the signature page of this Subscription Agreement and the sale of the Shares to the Subscriber as contemplated in this Subscription Agreement complies with or is exempt from the applicable securities legislation of the jurisdiction of residence of the Subscriber;
(d)	the Subscriber is purchasing the Shares as principal for investment purposes only and not with a view to resale or distribution and, in particular, the Subscriber has no intention to distribute, either directly or indirectly, any of the Shares in the United States or to U.S. Persons;
(e)	the Subscriber is outside the United States when receiving and executing this Subscription Agreement;
(f)	the Subscriber is not an underwriter of, or dealer in, the common shares of the Company, nor is the Subscriber participating, pursuant to a contractual agreement or otherwise, in the distribution of the Shares;
(g)	the Subscriber 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 and in each case only in accordance with applicable state and provincial securities laws;
(h)	the Subscriber 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;
(i)	the Subscriber 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;

- 5 -

(j)	the Subscriber understands and agrees that the Company 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;
(k)	the Subscriber acknowledges that the Subscriber 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 any 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 Subscriber may sell or otherwise dispose of any of the Shares pursuant to registration of any of the Shares pursuant to the 1933 Act and any applicable state securities laws or under an exemption from such registration requirements and as otherwise provided herein;
(1)	the Subscriber is aware that an investment in the Company is speculative and involves certain risks, including the possible loss of the entire investment;
(m)	the Subscriber has made an independent examination and investigation of an investment in the Shares and the Company and has depended on the advice of the Subscriber's legal and financial advisors and agrees that the Company will not be responsible in any way whatsoever for the Subscriber's decision to invest in the Shares and the Company;
(n)	the Subscriber (i) has adequate net worth and means of providing for its current financial needs and possible personal contingencies, (ii) has no need for liquidity in this investment, and (iii) is able to bear the economic risks of an investment in the Shares for an indefinite period of time;
(o)	it (i) is able to fend for itself in the Subscription; (ii) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment in the Shares and the Company; and (iii) has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment;
(p)	the Subscriber recognizes that the purchase of Shares involves a high degree of risk in that the Company does not have any commercial operations or other business assets and may require substantial funds in addition to the proceeds of this Offering;
(q)	the Subscriber understands and agrees that the Company and others will rely upon the truth and accuracy of the acknowledgements, representations and agreements contained in this Subscription Agreement and agrees that if any of such acknowledgements, representations and agreements are no longer accurate or have been breached, the Subscriber shall promptly notify the Company;
(r)	the Subscriber has the legal capacity and competence to enter into and execute this Subscription Agreement and to take all actions required pursuant hereto and, if the Subscriber 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 Subscription Agreement on behalf of the Subscriber;

(s)	the entering into of this Subscription Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to, or the constating documents of, the Subscriber or of any agreement, written or oral, to which the Subscriber may be a party or by which the Subscriber is or may be bound;
(t)	the Subscriber has duly executed and delivered this Subscription Agreement and it constitutes a valid and binding agreement of the Subscriber enforceable against the Subscriber in accordance with its terms;

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(u)	if it is acquiring the Shares as a fiduciary or agent for one or more investor accounts, it has sole investment discretion with respect to each such account and it has full power to make the foregoing acknowledgements, representations and agreements on behalf of such account;
(v)	the Subscriber 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
(w)	no person has made to the Subscriber 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 Company on any stock exchange or automated dealer quotation System.

6.2 If the Subscriber is a resident of British Columbia, the Subscriber represents to the Company that the Subscriber (tick one or more of the following boxes) is:

(a)	a director, officer, employee or control person of the Company
(b)	a spouse, parent, grandparent, brother, sister or child of a director, senior officer or control person of the Company
(c)	a close personal friend of a director, senior officer or control person of the Company
(d)	a close business associate of a director, senior officer or control person of the Company	x
(e)	a current holder of common shares or other designated securities of the Company	o
(f)	an individual who, either alone or jointly 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 CDN$1,000,000	o
(g)	an individual whose net income before taxes exceeded CDN$200,000 in each of the two most recent years or whose net income before taxes combined with that of a spouse exceeded CDN$300,000 in each of the two most recent years and who, in either case, reasonably expects to exceed that net income level in the current year	o
(h)	a corporation, limited partnership, limited liability partnership, trust or estate, other than a mutual fund or non-redeemable investment fund, that had net assets of at least CDN$5,000,000 as shown on its most recently prepared financial statements	o
(i)	a person or company in respect of which all of the owners of interests, direct or indirect, legal or beneficial, are persons or companies described in (a) to (c)	o

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_________________________________________________________

(Fill in the name of each director. senior officer and control person

which you have the above-mentioned relationship with).

6.4

In this Subscription Agreement, the term "U.S. Person" shall mean:

(a)

any natural person resident in the United States;

(b)

any partnership or corporation organized or incorporated under the laws of the United States;

(c)

any estate of which any executor or administrator is a U.S. person;

(d)

any trust of which any trustee is a U.S. person;

(e)

any agency or branch of a foreign entity located in the United States;

(f)

any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a U.S. person;

(g)

any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated, or (if an individual) resident in the United States; and

(b)

any partnership or corporation if:

(i)

organized or incorporated under the laws of any foreign jurisdiction; and

(ii)

Representations by the Company

7.1

The Company represents and warrants to the Subscriber that:

(a)

(b)

upon issue, the Shares will be duly and validly issued, fully paid and non-assessable common shares in the capital of the Company.

Representations and Warranties will be Relied Upon by the Company

- 8 -

(if applicable) the eligibility of others on whose behalf it is contracting hereunder to purchase the Shares under applicable securities legislation. The Subscriber further agrees that by accepting delivery of the certificates representing the Shares on the Closing Date, it will be representing and warranting that the representations and warranties contained herein are true and correct as at the Closing Date with the same force and effect as if they had been made by the Subscriber on the Closing Date and that they will survive the purchase by the Subscriber of Shares and will continue in full force and effect notwithstanding any subsequent disposition by the Subscriber of such Shares.

9.	Resale Restrictions

9.1 The Subscriber acknowledges that any resale of the Shares will be subject to resale restrictions contained In the securities legislation applicable to each Subscriber or proposed transferee. The Subscriber acknowledges that the Shares have not been registered under the 1933 Act of the securities laws of any state of the United States and that the Company does not intend to register same under the 1933 Act, or the securities laws of' any such state and has no obligation to do so. The Shares may not be offered or sold in the United States unless registered in accordance with United States federal securities laws and all applicable state Securities laws or exemptions from such registration requirements are available.

10.	Acknowledgement and Waiver

11.	Lending and Registration of Subject Shares

12.

Costs

13.	Governing Law

14.	Survival

15.	Assignment

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15.1		This Subscription Agreement is not transferable or assignable.
16.	Execution

17.	Severability

18.	Entire Agreement

18.1 Except as expressly provided in this Subscription Agreement and in the agreements,. instruments and other documents contemplated or provided for herein, this Subscription Agreement contains the entire agreement between the parties with respect to the sale of the Shares and there are no other terms, conditions, representations or warranties, whether expressed, implied, oral or written, by statute or common law, by the Company or by anyone else.

19.	Notices

20.

Counterparts

20.1 This Subscription Agreement may be executed in any number of counterparts, each of which, when so executed and delivered. shall constitute an original and all of which together shall constitute one instrument.

IN WITNESS WHEREOF the Subscriber has duly executed this Subscription Agreement as of the date first above mentioned.

DELIVERY INSTRUCTIONS

1.		Delivery - please deliver the certificates to:
	As Below

2.		Registration - registration of the certificates which are to be delivered at closing should be made as follows:
	As Below
	(name)

	(address)

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3.	The undersigned hereby acknowledges that it will deliver to the Company all such additional completed forms in respect of the Subscriber's purchase of the Shares as may be required for filing with the appropriate securities commissions and regulatory authorities.
		BIANCA KNOP
		(Name of Subscriber – Please type or print)
		/s/ Bianca Knop
		(Signature and, if applicable, Office)
		18E 7th Ave
		(Address of Subscriber)
		Vancouver, BC V5T 1M2
		(City, State or Province, Postal Code of Subscriber)
		CANADA
		(Country of Subscriber)

A C C E P T A N C E

The above-mentioned Subscription Agreement in respect of the Shares is hereby accepted by GLASS WAVE ENTERPRISES INC.

DATED at Vancouver the 22nd day of February, 2005.

GLASS WAVE ENTERPRISES INC.

Per:	____________________________________
	Chester Ku

NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) 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 AND PROVINCIAL LAWS. IN ADDITION, "EDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT.

SUBSCRIPTION AGREEMENT

THIS SUBSCRIPTION AGREEMENT made as of this 22nd day of February, 2005 between GLASS WAVE ENTERPRISES INC. (the "Company"), a Nevada corporation, and the undersigned (the "Subscriber").

WHEREAS:

A. The Subscriber desires to acquire the number of common shares of the Offering, as set forth below, on the terms and subject to the conditions of this Subscription Agreement.

1.	Subscription

2.	Payment

2.2 The Subscriber acknowledges and agrees that this Subscription Agreement, the Subscription Proceeds and any other documents delivered in connection herewith will be held by the Company's lawyers on behalf of the Company. In the event that this Subscription Agreement is not accepted by the Company for whatever reason within 30 days of the delivery of an executed Subscription Agreement by the Subscriber, this Subscription

D/WLM/716562.1

- 2 -

Agreement, the Subscription Proceeds and any other documents delivered in connection herewith will be returned to the Subscriber at the address of the Subscriber as set forth in this Subscription Agreement.

3.	Documents Required from Subscriber

3.1 The Subscriber must complete, sign and return to the Company two (2) executed copies of this Subscription Agreement.

4.	Closing

4.1 Closing of the offering of the Shares (the "Closing") shall occur on or before July 31, 2004, or on such other date as may be determined by the Company (the "Closing Date").

5.		Acknowledgements of Subscriber
5.1		The Subscriber acknowledges and agrees that:
	(a)	none of the Shares have been or will be 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 only in accordance with any applicable state securities and provincial laws;
	(b)	the Company has not undertaken, and will have no obligation, to register any of the Shares under the 1 933 Act or qualify any of the Shares under any state or provincial securities laws.
	c)	the Subscriber has received and carefully read this Subscription Agreement;
	(d)	the decision to execute this Subscription Agreement and purchase the Shares agreed to be purchased hereunder has not been based upon any oral or written representation as to fact or otherwise made by or on behalf of the Company;
	(e)	the Subscriber and the Subscriber's advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company in connection with the Offering, and to obtain additional information, to the extent possessed or obtainable by the Company without unreasonable effort or expense;
	(f)	the books and records of the Company were available upon reasonable notice for inspection, subject to certain confidentiality restrictions, by Subscribers during reasonable business hours at its principal place of business and that all documents, records and books in connection with the Offering have been made available for inspection by the Subscriber, the Subscriber's attorney and/or advisor(s);
	(g)	the Company is entitled to rely on the representations and warranties of the Subscriber contained in this Subscription Agreement and the Subscriber will hold harmless the Company from any loss

D/WLM/716562.1

- 3 -

or damage it or they may suffer as a result of the Subscriber's failure to correctly complete this Subscription Agreement;

(h)

the Subscriber will indemnify and hold harmless the Company and, where applicable, its respective 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 Subscriber contained herein or in any document furnished by the Subscriber to the Company in connection herewith being untrue in any material respect or any breach or failure by the Subscriber to comply with any covenant or agreement made by the Subscriber to the Company in connection therewith;

(i)

the Subscriber has been advised to consult the Subscriber'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 the Subscriber is solely responsible (and the Company is not in any way responsible) for compliance with applicable resale restrictions;

j)	there is no market for the Shares, no market for the Shares may ever exist and none of the Shares are listed on any stock exchange or automated dealer quotation system and no representation has been made to the Subscriber that any of the Shares will become listed on any stock exchange or automated dealer quotation system;
(k)	the Company is a "private issuer" as that term is defined in Multilateral Instrument ("MI 45-103"), as adopted by the British Columbia Securities Commission, and as such:
	(i)	the securities of the Company cannot be transferred without the previous consent of the Company's board of directors, expressed by resolution of the board, at their sole discretion; and
	(ii)	there are restrictions on the number of shareholders of the Company;
(l)	the Subscriber is acquiring the Shares pursuant to an exemption from the registration and prospectus requirements of applicable securities legislation in all jurisdictions relevant to this Subscription, and, as a consequence, the Subscriber will not be entitled to use most of the civil remedies available under applicable securities legislation and the Subscriber will not receive information that would otherwise be required to be provided to the Subscriber pursuant to applicable securities legislation;
(m)	the Subscriber has been advised that the business of the Company is in a start-up phase and acknowledges that there is no assurance that the Company will raise sufficient funds to adequately capitalize the business or that the business will be profitable in the future;
(n)	the Company is not a reporting issuer in any Canadian province and accordingly, resale of any of the Shares in Canada is restricted except pursuant to an exemption from applicable securities legislation;
(o)	neither the SEC nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of the Shares;
(p)	no documents in connection with the Offering have been reviewed by the SEC or any state securities administrators;
(q)	there is no government or other insurance covering any of the Shares;

D/WLM/716562.1

- 4 -

(r)	the issuance and sale of the Shares to the Subscriber will not be completed if it would be unlawful or if, in the discretion of the Company acting reasonably, it is not in the best interests of the Company;

	(s)	the statutory and regulatory basis for the exemption claimed for the offer and sale 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; and
	(t)	this Subscription Agreement is not enforceable by the Subscriber unless it has been accepted by the Company.
6.		Representations, Warranties and Covenants of the Subscriber

6.1 The Subscriber hereby represents and warrants to and covenants with the Company, (which representations, warranties and covenants shall survive the Closing) that:

(a)	the Subscriber is not a U.S. Person;
(b)	the Subscriber is not acquiring the Shares for the account or benefit of, directly or indirectly, any U.S. Person;
(c)	the Subscriber is resident in the jurisdiction set out under the heading "Name and Address of' Subscriber" on the signature page of this Subscription Agreement and the sale of the Shares to the Subscriber as contemplated in this Subscription Agreement complies with or is exempt from the applicable securities legislation of the jurisdiction of residence of the Subscriber;
(d)	the Subscriber is purchasing the Shares as principal for investment purposes only and not with a view to resale or distribution and, in particular, the Subscriber has no intention to distribute, either directly or indirectly, any of the Shares in the United States or to U.S. Persons;
(e)	the Subscriber is outside the United States when receiving and executing this Subscription Agreement;
(f)	the Subscriber is not an underwriter of, or dealer in, the common shares of the Company, nor is the Subscriber participating, pursuant to a contractual agreement or otherwise, in the distribution of the Shares;
(g)	the Subscriber 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 and in each case only in accordance with applicable state and provincial securities laws;
(h)	the Subscriber 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;
(i)	the Subscriber 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;

D/WLM/716562.1

- 5 -

(j)	the Subscriber understands and agrees that the Company 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;
(k)	the Subscriber acknowledges that the Subscriber 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 any 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 Subscriber may sell or otherwise dispose of any of the Shares pursuant to registration of any of the Shares pursuant to the 1933 Act and any applicable state securities laws or under an exemption from such registration requirements and as otherwise provided herein;
(1)	the Subscriber is aware that an investment in the Company is speculative and involves certain risks, including the possible loss of the entire investment;
(m)	the Subscriber has made an independent examination and investigation of an investment in the Shares and the Company and has depended on the advice of the Subscriber's legal and financial advisors and agrees that the Company will not be responsible in any way whatsoever for the Subscriber's decision to invest in the Shares and the Company;
(n)	the Subscriber (i) has adequate net worth and means of providing for its current financial needs and possible personal contingencies, (ii) has no need for liquidity in this investment, and (iii) is able to bear the economic risks of an investment in the Shares for an indefinite period of time;
(o)	it (i) is able to fend for itself in the Subscription; (ii) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment in the Shares and the Company; and (iii) has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment;
(p)	the Subscriber recognizes that the purchase of Shares involves a high degree of risk in that the Company does not have any commercial operations or other business assets and may require substantial funds in addition to the proceeds of this Offering;
(q)	the Subscriber understands and agrees that the Company and others will rely upon the truth and accuracy of the acknowledgements, representations and agreements contained in this Subscription Agreement and agrees that if any of such acknowledgements, representations and agreements are no longer accurate or have been breached, the Subscriber shall promptly notify the Company;
(r)	the Subscriber has the legal capacity and competence to enter into and execute this Subscription Agreement and to take all actions required pursuant hereto and, if the Subscriber 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 Subscription Agreement on behalf of the Subscriber;
(s)	the entering into of this Subscription Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to, or the constating documents of, the Subscriber or of any agreement, written or oral, to which the Subscriber may be a party or by which the Subscriber is or may be bound;
(t)	the Subscriber has duly executed and delivered this Subscription Agreement and it constitutes a valid and binding agreement of the Subscriber enforceable against the Subscriber in accordance with its terms;

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(u)	if it is acquiring the Shares as a fiduciary or agent for one or more investor accounts, it has sole investment discretion with respect to each such account and it has full power to make the foregoing acknowledgements, representations and agreements on behalf of such account;
(v)	the Subscriber 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
(w)	no person has made to the Subscriber 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 Company on any stock exchange or automated dealer quotation System.

6.2 If the Subscriber is a resident of British Columbia, the Subscriber represents to the Company that the Subscriber (tick one or more of the following boxes) is:

(a)	a director, officer, employee or control person of the Company
(b)	a spouse, parent, grandparent, brother, sister or child of a director, senior officer or control person of the Company
(c)	a close personal friend of a director, senior officer or control person of the Company
(d)	a close business associate of a director, senior officer or control person of the Company	x
(e)	a current holder of common shares or other designated securities of the Company	o
(f)	an individual who, either alone or jointly 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 CDN$1,000,000	o
(g)	an individual whose net income before taxes exceeded CDN$200,000 in each of the two most recent years or whose net income before taxes combined with that of a spouse exceeded CDN$300,000 in each of the two most recent years and who, in either case, reasonably expects to exceed that net income level in the current year	o
(h)	a corporation, limited partnership, limited liability partnership, trust or estate, other than a mutual fund or non-redeemable investment fund, that had net assets of at least CDN$5,000,000 as shown on its most recently prepared financial statements	o
(i)	a person or company in respect of which all of the owners of interests, direct or indirect, legal or beneficial, are persons or companies described in (a) to (c)	o

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_________________________________________________________

(Fill in the name of each director. senior officer and control person

which you have the above-mentioned relationship with).

6.4

In this Subscription Agreement, the term "U.S. Person" shall mean:

(a)

any natural person resident in the United States;

(b)

any partnership or corporation organized or incorporated under the laws of the United States;

(c)

any estate of which any executor or administrator is a U.S. person;

(d)

any trust of which any trustee is a U.S. person;

(e)

any agency or branch of a foreign entity located in the United States;

(f)

any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a U.S. person;

(g)

any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated, or (if an individual) resident in the United States; and

(b)

any partnership or corporation if:

(i)

organized or incorporated under the laws of any foreign jurisdiction; and

(ii)

Representations by the Company

7.1

The Company represents and warrants to the Subscriber that:

(a)

(b)

upon issue, the Shares will be duly and validly issued, fully paid and non-assessable common shares in the capital of the Company.

Representations and Warranties will be Relied Upon by the Company

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9.	Resale Restrictions

10.	Acknowledgement and Waiver

11.	Lending and Registration of Subject Shares

12.

Costs

13.	Governing Law

14.	Survival

15.	Assignment

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15.1	This Subscription Agreement is not transferable or assignable.
16.	Execution

17.	Severability

18.	Entire Agreement

19.	Notices

20.

Counterparts

IN WITNESS WHEREOF the Subscriber has duly executed this Subscription Agreement as of the date first above mentioned.

DELIVERY INSTRUCTIONS

1.		Delivery - please deliver the certificates to:
	As Below

2.		Registration - registration of the certificates which are to be delivered at closing should be made as follows:
	As Below
	(name)

	(address)

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3.	The undersigned hereby acknowledges that it will deliver to the Company all such additional completed forms in respect of the Subscriber's purchase of the Shares as may be required for filing with the appropriate securities commissions and regulatory authorities.
		BIANCA KNOP
		(Name of Subscriber – Please type or print)
		/s/ Bianca Knop
		(Signature and, if applicable, Office)
		18E 7th Ave
		(Address of Subscriber)
		Vancouver, BC V5T 1M2
		(City, State or Province, Postal Code of Subscriber)
		CANADA
		(Country of Subscriber)

A C C E P T A N C E

The above-mentioned Subscription Agreement in respect of the Shares is hereby accepted by GLASS WAVE ENTERPRISES INC.

DATED at Vancouver the 22nd day of February, 2005.

GLASS WAVE ENTERPRISES INC.

Per:	/s/ Chester Ku _______
	Chester Ku

D/WLM/716562.1

User Agreement for PayPal™ Service

BE (in English) | BE (en Francais) | CH (auf Deutsche) | IT (In Italiano) | AU (in English)

This User Agreement applies to all countries in which PayPal is available other than Switzerland, Australia and the countries within the European Union. The User Agreement for- Germany is available under the "DE" link above. The User Agreement for France is available under the "FR" link above. The User Agreement for Belgium is available in both English and French under the "BE (in English)" and "BE (in French)" links above. The User Agreement for all other European Union countries is available under the "EU" link above. The User Agreement for Switzerland is available under the "CH" link above. The User Agreement for Italy is available under the "IT" link above.

The following policies (showing their last updated date) are incorporated into this Agreement by reference and provide additional terms and conditions related to specific PayPal services we offer:

Closing Accounts and Limiting Account Access (February 7, 2003)

Electronic Fund Transfer Rights and Error Resolution Policy (April 13, 2004)

Seller Protection Policy (January 4, 2005)

Buyer Compliant Policy (January 14, 2005)

Buyer Credit Policy (January 14, 2005)

PayPal Buyer Protection Policy (February 11, 2005)

Money Back Guarantee Policy (January 14, 2005)

Payments (Sending, Receiving, and Withdrawals) Policy (February 11, 2005)

Premier and Business Account Policy (October 8, 2004)

Fees Policy (January 4, 2005)

PayPal Shops Policy (September 26, 2003)

Debit Card Policy (June 26, 2003)

BillPay Policy (February 7, 2003)

Ebay Billing (February 11, 2005)

Acceptable Use Policy (January 14, 2005)

Bonus Policy (January 14, 2005)

Merchant-Initiated Payments Policy (February 11, 2005)

Merchant Gift Certificates Policy (November 21, 2004)

Each of these policies may be changed from time to time and are effective immediately after we post the changes on our- Service, except our Privacy Policy for which we will provide you with thirty days prior notice. In addition, when using particular Services, you agree that you are subject to any policies or rules which are posted in conjunction with those Services. All such posted policies or rules are hereby incorporated by reference into this Agreement.

THE FOLLOWING DESCRIBES THE TERMS ON WHICH PAYPAL OFFERS YOU ACCESS TO OUR SERVICES.

This User Agreement ("Agreement") is a contract between you and PayPal, Inc, and applies to your use of the PayPal™ payment service and any related products and services available through www.paypal.com (collectively the "Service"). If you do not agree to be bound by the terms and conditions of this Agreement, please do not use or access our Services.

You must read, agree with, and accept all of the terms and conditions contained in this Agreement and the Privacy Policy, which include those terms and conditions expressly set out below and those incorporated by reference, before you may become a member of PayPal. We strongly recommend that,

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as you read this Agreement, you also access and read the information contained in the other pages and websites referred to in this document, as they may contain further terms and conditions that apply to you as a PayPal user. Please note: underlined words and phrases are links to these pages and websites. By accepting this Agreement, you also agree that your use of other PayPal websites and Services will be governed by the terms and conditions posted on those websites.

For additional information about the Service and how it works, please also consult the PayPal Help Center.

We may amend this Agreement at any time by posting the amended terms on our site. Except as stated below, all amended terms shall be effective 30 days after they are initially posted on our site. Upcoming changes will be posted on the "Policy Updates" page, accessible from "Policy Updates" link on the Account Overview page once you have logged in. In addition, you can set your Preferences to receive email notification of all policy updates. You may review the current Agreement prior to initiating a transaction at any time at our User Agreement page.

In this Agreement, "you" or "your" means any person or entity using the Service ("Users"). Unless otherwise stated, "PayPal," "we" or "our" will refer collectively to PayPal, Inc. and its subsidiaries including PayPal Asset Management Inc. Unless otherwise specified, all references to a "bank" in this Agreement include savings associations and credit unions, and all references to a "credit card" include Visa- and MasterCard- branded debit cards.

This Policy was last modified on November 21, 2004.

1.	Eligibility. In order to use the Service, you must register for a Personal, Premier, or Business account. Users may only hold one Personal account and either one Premier or one Business account. Our Services are only available to individuals or businesses that can form legally binding contracts under applicable law. Without limiting the foregoing, our Service is not available to minors (under 18), persons who are suspended from our Service, or to persons who present an unacceptable level of credit risk. In order to receive credit card funded payments or use the Service to conduct business or in conjunction with a business, you must upgrade to or register for a Premier or Business account.
2.	The Legal Relationship between You and PayPal.

2.1 Agency Relationship. PayPal acts as a facilitator to help you accept payments from and retake payments to third parties. We act as your agent based upon your direction and your requests to use our Services that require us to perform tasks on your behalf. PayPal will at all times hold your funds separate from its corporate funds, will not use your funds for its operating expenses or any other corporate purposes, and will not voluntarily make funds available to its creditors in the event of bankruptcy or for any other purpose. You acknowledge that (i) PayPal is not a bank and the Service is a payment processing service rather than a banking service, and (ii) PayPal is not acting as a trustee, fiduciary or escrow with respect to your funds, but is acting only as an agent and custodian.

You are not required to keep funds in the PayPal system (i.e., carry a balance in your PayPal agency account) in order to use the Service. If you do carry a U.S. Dollar balance in your PayPal account and do not enroll in the PayPal Money Market Fund, PayPal will pool your funds together with funds from other Users, and will place those funds in accounts at one or more non-interest bearing FDIC-insured banks ("Pooled Accounts"). Those funds may be eligible for FDIC pass-tl)rough insurance. Balances held in currencies other, than U.S. Dollars will not be eligible for FDIC insurance.

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You agree that you will not receive interest or other earnings on the funds that PayPal handles as your agent. PayPal will also not receive interest on those funds, but may receive a reduction in fees or expenses charged for banking services by the banks that hold your funds.

If you enroll in the Money Market Fund, PayPal's subsidiary PayPal Asset Management Inc. will act as your agent to transfer any U.S. Dollar balance in your PayPal account on a daily basis to purchase shares in the Money Market Fund. Thereafter, payments that you send through PayPal will be funded by a redemption of your shares in the Money Market Fund. For more information on the Money Market Fund, please review the prospectus.

By initiating and sending payments through the Service or adding funds to your balance, you appoint PayPal as your agent to obtain the funds on your behalf and to transfer the funds to the recipient that you designate or to a Pooled Account, subject to the terms and restrictions of this Agreement. PayPal will obtain the funds first by debiting your funds in the Pooled Accounts or redeeming your shares in the Money Market Fund, if any. If this is not sufficient to fund your payment fully, PayPal will obtain the remaining funds per your instructions by debiting a bank account that you designate or charging your credit card. When you send a payment, until that payment is accepted by the recipient (which may occur instantly), you remain the owner of those funds and PayPal holds those funds as your agent, but you will not be able to withdraw those funds or send the funds to any other recipient unless the initial transaction is cancelled.

By receiving payments through the Service, you appoint PayPal as your agent to cause the funds to be deposited on your behalf in the Pooled Accounts until you further instruct PayPal with respect to the transmission of your funds. Through the PayPal website, you may provide instructions to withdraw the funds, enroll in an automatic sweep of the funds into the PayPal Money Market Fund or transfer the funds to a third party, in each case subject to the terms and restrictions of this Agreement. If you receive a notice that a payment has been sent to you through PayPal but you have not registered for the Service, PayPal will not become your agent and you will have no claim to those funds unless and until you register for the Service and indicate your acceptance of the payment. If you register for a Premier or Business account and intend to accept credit card payments, you will be receiving services provided by Wells Fargo Bank, N.A. and Wells Fargo Merchant Services, LLC (collectively "Wells Fargo"), and the terms of the Premier and Business Account Policy will govern your rights, obligations and liabilities with respect to such credit card transactions.

2.2 PayPal is only a Payment Service Provider. PayPal acts as a payment service provider by creating, hosting, maintaining and providing our Service to you via the Internet. We do not have any control over the products or services that are paid for with our Service. We cannot ensure that a buyer or a seller you are dealing with will actually complete the transaction.

2.3 Identity Authentication. We use many techniques to identify our users when they register on our site. Verification of Users is only an indication of increased likelihood that a User's identity is correct. You authorize PayPal, directly or through third parties, to make any inquiries we consider necessary to validate your registration. This may include ordering a credit report and performing other credit checks or verifying the information you provide against third party databases. However, because user verification on the Internet is difficult, PayPal cannot and does not guarantee any user's identity.

2.4 Release. In the event that your have a dispute with one or more users, you release PayPal (and our officers, directors, agents, subsidiaries, joint ventures and employees) from any and all claims, demands and damages (actual and consequential) of every kind and nature arising out of or in any way connected with such disputes. If you are a California resident, you waive California Civil Code §1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if not known by him must have materially affected his settlement with the debtor."

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2.5 No Warranty. WE, OUR PARENT, SUBSIDIARIES, EMPLOYEES AND OUR SUPPLIERS PROVIDE OUR SERVICES "AS IS" AND WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED OR STATUTORY. WE, OUR PARENT, SUBSIDIARIES, EMPLOYEES AND OUR SUPPLIERS SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. PayPal shall make reasonable efforts to ensure that requests for electronic debits and credits involving bank accounts, credit cards, and check issuances are processed in a timely manner and but we make no representations or warranties regarding the amount of time needed to complete processing because our Service is largely dependent upon many factors outside of our control, such as delays in the banking system or the U.S. or international mail service. Some states do not allow the disclaimer of implied warranties, so the foregoing disclaimer may not apply to you. This warranty gives you specific legal rights and you may also have other legal rights that vary from state to state.

The above clause is completely separate from PayPal's Money Back Guarantee, which you may choose to purchase at the time of an eligible transaction, and which assigns to you certain privileges, as defined in the Money Back Guarantee Policy.

2.6 Limitation of Liability. IN NO EVENT SHALL WE, OUR PARENT, SUBSIDIARIES, EMPLOYEES OR OUR SUPPLIERS BE LIABLE FOR LOST PROFITS OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH OUR WEB SITE, OUR SERVICE, OR THIS AGREEMENT (HOWEVER ARISING, INCLUDING NEGLIGENCE). Some states do not allow the exclusion or limitation of incidental or consequential damages so the above limitation or exclusion may not apply to you.

OUR LIABILITY, AND THE LIABILITY OF OUR PARENT, SUBSIDIARIES, EMPLOYEES AND SUPPLIERS, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE ACTUAL AMOUNT OF DAMAGES.

2.7 Indemnification. You agree to indemnify and hold PayPal, its parent, subsidiaries, affiliates, officers, directors and employees harmless from any claim or demand (including attorneys' fees) made or incurred by any third party due to or arising out of your breach of this Agreement or the documents it incorporates by reference, or your violation of any law or the rights of a third party relating to your use of the Service.

2.8 Liability for Violations of the Acceptable Use Policy. If you engage in the following behavior, PayPal may fine you, as explained below.

i.	Using the PayPal service to receive payments for any sexually oriented or obscene materials or services in violation of PayPal's Mature Audiences Policy.
ii.	Using the PayPal service to receive payments for any narcotics, other controlled substances, steroids or prescription drugs in violation of PayPal’s Prescription Drugs and Devices Policy or the Drugs and Drug Paraphernalia Policy.
iii.	Using the PayPal service to receive payments for wagers, gambling debts or gambling winnings, regardless of the location or type of gambling activity.

You and PayPal agree that the damages that PayPal will sustain as a result of the behavior outlined above will be substantial, including (without limitation) fines and other related expenses from its payment processors and service providers, but may be extremely difficult and impracticable to ascertain. In the event that you engage in such activities, then PayPal may fine you $500.00 USD and/or PayPal may take legal action against you to recover losses that are in excess of the amount fined. You acknowledge and agree that $500.00 USD is presently a reasonable minimum estimate of PayPal's damages, considering all currently existing

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circumstances, including (without limitation) the relationship of the sum to the range of harm to PayPal that reasonably could be anticipated and the anticipation that proof of actual damages may be impractical or extremely difficult. You agree that PayPal is entitled to deduct such fines directly from any existing balance in the offending account, or any other PayPal account owned by you.

If you use the PayPal service in a manner that violates the Acceptable Use Policy, including but not limited to the three categories described above, your account will be subject to limitation or immediate termination, as stated in the Closing Accounts and Limiting Account Access Policy.

You further understand that, if you use the PayPal service in a manner that violates the Acceptable Use Policy, including but not limited to the three categories described above, PayPal may incur substantial liability and/or suffer significant damages, including (without limitation) fines and other related expenses from its payment processors and service providers. By selling goods or services (including access to content) in contravention of the Acceptable Use Policy or the Restricted Activities section of this User Agreement (currently Section 7.2), you acknowledge liability to PayPal for any and all damages suffered by PayPal. Without limiting the foregoing, you agree to reimburse PayPal for any and all costs, expenses, and fines levied on PayPal by its payment processors and/or service providers as a result of your activities.

You agree that, if either you or PayPal commence litigation or arbitration in connection with this paragraph, the prevailing party is entitled to recover reasonable attorneys fees and any other costs incurred in such proceeding in addition to any other relief to which the prevailing party may be entitled.

3.	Fees. All fees are set forth in the Fee Schedule. All fees will be assessed in the currency of the payment. Additional information about PayPal's fees is available in the Fees Policy. Your account and all transactions are made and displayed in U.S. dollars unless otherwise specified and may be subject to exchange rates.
4.	Non-U.S. Use. To be eligible for an account, you must be a resident of the United States or one of the approved countries listed below:

		• Anguilla	• France†	• Netherlands†
		• Argentina †	• Germany†	• New Zealand†
		• Australia†	• Greece	• Norway†
		• Austria†	• Hong Kong†	• Portugal
		• Belgium†	• Iceland	• Singapore†
		• Brazil †	• India †	• South Korea†
		• Canada†	• Ireland †	• Spain†
		• Chile †	• Israel	• Sweden†
		• China †	• Italy †	• Switzerland†
		• Costa Rica	• Jamaica †	• Taiwan†
		• Denmark†	• Japan†	• United Kingdom†
		• Dominican Republic	• Luxembourg	• Turkey
		• Finland†	• Mexico†	• Malaysia
				• Thailand
				• Venezuela
				• Ecuador †
				• Uruguay †
				• Monaco

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Countries marked with a † in the above table may withdraw funds from their PayPal account to a local bank account, either electronically or by bank draft, and are considered "Withdrawal Countries".

Non-U.S. Users in some countries may not use the Service to receive payments, and may only use the Service to send payments. These countries are designated on the PayPai Non-U.S. Accounts page. If you are an Non-U.S. User, you warrant that you are violating no law or regulation by your use of PayPal.

5.	Receiving Payments.

5.1 Credit Card Funded Payments. The only accounts that can receive credit card funded payments are Premier and Business Accounts. Personal Accounts that receive credit card funded payments may accept the payment by upgrading to a Premier or Business Account, or they will have to deny the payment. Personal Accounts may receive non-credit card funded payments for free. By accepting a credit card payment, you agree that you are responsible for the payment if it is reversed. If such reversal occurs on a credit card funded payment made to your account, we will reverse the payment and debit your PayPal account balance to pay for the reversal unless the transaction is covered by the Seller Protection Policy. If there are insufficient funds in your PayPal balance, you agree to reimburse PayPal through other means, as described in the Payments (Sending, Receiving, and Withdrawing) Policy.

5.2 Removal of Expired Cards. We will notify you of expired credit cards in your account and provide you the opportunity to update those cards before we remove them as a funding source in your account.

5.3 Withdrawals. In order to withdraw money from your PayPal account we require you to provide PayPal with a number of forms of identification as further described and protected in our Privacy Policy. We require this information to authenticate your identity and to determine how much you may withdraw from your account per month. We may limit withdrawals and require additional information from you depending upon your location (U.S. or international), credit rating, and other factors. Generally, in order to withdraw more than $500.00 USD per month, we require you to complete some authentication procedures, such as confirming: your email address, your bank account, and your social security number. You may withdraw funds by direct deposit to the bank account you have on file with us or you may elect to receive a physical check for a nominal processing fee as disclosed in our Fee Schedule. Generally, checks will only be sent to Confirmed Addresses. Importantly, if you are an Non-U.S. User and do not reside in a Withdrawal Country, please note that you may not be able to withdraw funds from your PayPal Account and should therefore only accept payments if you know you will send payments in equal amounts out of your account. For more details and guidelines about withdrawals, please refer to our payments Policy.

6.	Sending Payments.

6.1 Sending Payments. In order to send payments through our Service we require you to provide PayPal with a number of forms of identification as further described and protected in our Privacy Policy. We require this information to authenticate your identity and to determine how much you may send with your account. We may require additional information from you depending on your location and other factors. Based on the information you provide, we will determine your Sending Limit. Generally, accounts that have a confirmed email address and credit card on file may send up to $2,000.00 USD. Accounts that are Verified by adding and confirming a bank account will receive a higher Sending Limit or no limit at all.

6.2 Enrolling in the Expanded Use Program. Non-U.S. members (and some U.S. members) will be asked to enroll in the Expanded Use Program before they may send any payments. Once you confirm an email address, add a credit card, and enter your Expanded Use Number, your

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account will have an unlimited sending limit. American Express has decided to decline PayPal credit card transactions that are funded with an American Express Corporate Card. As a result, any attempts to register or use an American Express Corporate Card will be denied. Some accounts, at PayPal's discretion, may have a higher or lower limit before completing enrollment in the Expanded Use Program. Some transactions, at PayPal's discretion, may not apply towards the limit. To obtain your Expanded Use Number, you must pay a $1.95 USD Expanded Use Fee, log in to your PayPal account, and enter the four-digit Expanded Use Number associated with the $1.95 USD charge. After you have successfully entered your Expanded Use Number, you will receive a $1.95 USD bonus on the next PayPal payment you send. (This bonus may take up to 24 hours to process and be reflected in your PayPal account balance.) This Expanded Use enrollment will be complete and your sending limit lifted if and when you correctly enter your Expanded Use Number on the PayPal website. If you remove the funding source (e.g. the bank account or credit card) used to enroll in the Expanded Use Program, PayPal may require you to enroll in the Expanded Use Program again.

6.3 Refused Payments. When you send a payment to a third party through our Service, the recipient is not required to accept the payment, even if the recipient is already registered with PayPal. The recipient may return the payment or, in some cases, use the PayPal Service to deny payments that you send. Any payments sent through PayPal that are denied or unclaimed by a recipient will be returned to you on the earlier of: (a) the date of such denial, or (b) 30 days after the date the payment is sent. For more details and guidelines about Sending Payments, please refer to our Payments Policy.

6.4 Electronic Transfers. When you make a payment through PayPal that is funded with Instant Transfer or eCheck, and when you initiate an "Add Funds" transaction you are requesting an electronic transfer from your bank account. Upon such request, PayPal will make electronic transfers via the Automated Clearing House (ACH) system from your U.S. bank account in the amount you specify. You agree that such requests constitute your authorization for such transfers. PayPal will never make transfers from your bank account without your authorization. PayPal provides you protection against unauthorized withdrawals from your bank account under the terms of the Electronic Fund Transfer Rights and Error Resolution Policy below.

7.	Your Information and Restricted Activities

7.1 Definition. "Your Information" is defined as any information you provide to us or other users in the registration, payment process, stores or other features of our Service. You are solely responsible for Your Information, as we act as a passive conduit for your online distribution and publication of Your Information.

7.2 Restricted Activities. Your Information and your activities (including your payments and receipt of payments) through our Service shall not: (a) be false, inaccurate or misleading; (b) be fraudulent or involve the sale of counterfeit or stolen items; (c) consist of providing yourself a cash advance from your credit card (or helping others to do so), (d) be related in any way to gambling and/or gaming activities, including but not limited to payment or the acceptance of payments for wagers, gambling debts or gambling winnings, regardless of the location or type of gambling activity (including online and offline casinos, sports wagering and office pools); (e)violate PayPal's Acceptable Use Policy; (f) infringe on any third party's copyright, patent, trademark, trade secret or other property rights or rights of publicity or privacy; (g) violate any law, statute, ordinance, contract or regulation (including, but not limited to, those governing financial services, consumer protection, unfair competition, antidiscrimination, or false advertising); (h) be defamatory, trade libelous, unlawfully threatening or unlawfully harassing; (i) be obscene or contain child pornography; (j) contain any viruses, Trojan horses, worms, time bombs cancelbots, easter eggs or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or other personal information; or (k) create liability for us or cause LIS to lose (in whole or in part) the services of our ISP's or other suppliers. If you use, or attempt to use the Service for purposes other than sending and receiving

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payments and managing your account, including but not limited to tampering, hacking, modifying or otherwise corrupting the security or functionality of Service, your account will be terminated and you will be subject to damages and other penalties, including criminal prosecution where available.

7.3 License. Solely to enable PayPal to use the information you supply us with, so that we are not violating any rights you might have in that information, you agree to grant us a non-exclusive, worldwide, royalty-free, perpetual, irrevocable, sublicensible (through multiple tiers) right to exercise the copyright, publicity, and database rights (but no other rights) you have in Your Information, in any media now known or not currently known, with respect to Your Information. PayPal will use and protect Your Information in accordance with our Privacy Policy.

7.4 Trademarks. PayPal.com, PayPal, and all related logos, products and services described in this website are either trademarks or registered trademarks of PayPal, Inc., or its licensors, and (aside from the circumstances described below) may not be copied, imitated or used, in whole or in part, without the prior written permission of PayPal. In addition, all page headers, custom graphics, button icons, and scripts are service marks, trademarks, and/or trade dress of PayPal and may not be copied, imitated, or used, in whole or in part, without the prior written permission of PayPal.

Notwithstanding the above, HTML logos provided by PayPal through its Affiliate Program, Website Payments features, or, Auctions Tools features ("Logos"), may be used without prior written consent for the purpose of directing web traffic to the Service. These Logos may not be altered, modified, or changed in any way, or used in a manner that is disparaging to PayPal or the Service. Logos may not be displayed in any manner that implies sponsorship or endorsement by PayPal. PayPal is a payment service, and no partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.

Access and Interference. Our web site contains robot exclusion headers and you agree that you will not use any robot, spider, other automatic device, or manual process to monitor or copy our web pages or the content contained herein without our prior expressed written permission. You agree that you will not use any device, software or routine to bypass our robot exclusion headers, or to interfere or attempt to interfere with the proper working of the PayPal site or any activities conducted on our site. You agree that you will not take any action that imposes an unreasonable or disproportionately large load on our infrastructure. Much of the information on our site is proprietary or is licensed to PayPal by our users or third parties. You agree that you will not copy, reproduce, alter, modify, create derivative works, publicly display or frame any content (except for Your Information) from our web site without the prior expressed written permission of PayPal or the appropriate third party. If you use, or attempt to use the Service for purposes other than sending and receiving payments and managing your account, including but not limited to tampering, hacking, modifying or otherwise corrupting the security or functionality of Service, your account will be terminated and you will be subject to damages and other penalties, including criminal prosecution where available.

Privacy and Security. We do not sell or rent your personal information to third parties for marketing purposes without your consent and we only use Your Information as described in the Privacy Policy. We view protection of users' privacy as a very important principle. We understand clearly that you and Your Information are one of our most important assets. We store and process Your Information on computers located in the United States that are protected by physical as well as technological security devices. You should only log in to your PayPal account on a page which begins with https://www.paypal.com/. All of our pages begin with https://www.paypal.com/ and therefore you should not use any other site that does not begin as such. We use third parties to verify and certify our privacy principles. Our current Privacy Policy is available at https://www.paypal.com/cgi-bin/webscr?cmd=p/gen/privacy-outside. If you object to your information being transferred or used in this way, please do not use our Services.

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10.	Termination or Closing Your Account. You may close your account at any time by clicking the Close Account link in your Profile on the PayPal website. Upon closure of an account, any pending transactions will be cancelled and any balances associated with Redemption Codes (for programs such as ebay Anything Points, Gift Certificates, or Coupons) will be forfeited. Any funds that we are holding in custody for you at the time of closure, less any applicable fees, will be paid to you by check, assuming all withdrawal related authentication requirements have been fulfilled (for example, you may not use Closure of your account as a means of evading withdrawal limits on new Unverified users). You may not use closure of your account as a means of evading investigation - if an investigation is pending at the time you close your account, PayPal may continue to hold your funds for up to 180 days as appropriate to protect PayPal against the risk of reversals. If you are later determined to be entitled to some or all of the funds in dispute, PayPal will release those funds to you. You will remain liable for all obligations related to your account even after such account is closed. If you do not access your account for a period of three years, it will be terminated. After the date of termination, we will use the information you provided to try to send you any funds that we are holding in custody for you. If that information is not correct, and we are unable to complete the payment to you, your funds will be subject to applicable state laws regarding escheat of unclaimed property.
11.	Remedies and PayPal's Right to Collect From You. Without limiting other remedies, we may update inaccurate or incorrect information you provide to us, contact you by means other than electronically, immediately warn our community of your actions, place a hold on funds in your account, limit funding sources and payments, limit access to an account and any or all of the account's functions (including but not limited to the ability to send money or making withdrawals from an the account), limit withdrawals, indefinitely suspend or close your account and refuse to provide our Services to you if: (a) you breach this Agreement or the documents it incorporates by reference; (b) we are unable to verify or authenticate any information you provide to us; (c) we believe that your account or activities pose a significant credit or fraud risk to us; (d) we believe that your actions may cause financial loss or legal liability for you, our users or us; or (e) your use of your PayPal account is deemed by PayPal, Visa, MasterCard, American Express or Discover to constitute abuse of the credit card system or a violation of credit card rules, including (without limitation), using the PayPal system to test credit card behaviors. Even if they have been recorded as completed in the Recent Activity or History Transaction Log of your PayPal account, transactions are not considered completed until the funds have been charged to the customer's funding source (for payments) or posted to the customer's bank account (for withdrawals). In addition, PayPal reserves the right to hold funds beyond the normal distribution periods for transactions it deems suspicious or for accounts conducting high transaction volumes to ensure integrity of the funds. If we close your account, we will provide you notice and pay you all of the unrestricted funds held in your PayPal account. Additionally, to secure your performance of this Agreement, you grant to PayPal a lien on and security interest in your account. In addition, you acknowledge that PayPal may setoff against any accounts you own for any obligation you owe PayPal at any time and for any reason allowed by law. These obligations include both secured and unsecured debts and debts you owe individually or together with someone else. PayPal may consider this Agreement as your consent to PayPal's asserting its security interest or exercising its right of setoff should any law require your consent. The rights described in this section are in addition to and apart from any other rights.
12.	Assignability. You may not transfer any rights or obligations you may have under this Agreement without the prior written consent of PayPal. PayPal reserves the right to transfer this Agreement or any right or obligation under this Agreement without your consent.
13.	Legal Compliance. You shall comply with all applicable U.S. and international laws, statutes, ordinances, regulations, contracts and applicable licenses regarding your use of our Services.
14.	Notices.

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14.1 Electronic Communications. You agree that this Agreement constitutes "a writing signed by you" under any applicable law or regulation. To the fullest extent permitted by applicable law, this Agreement and any other agreements, notices or other communications regarding your account and/or your use of the Service ("Communications"), may be provided to you electronically and you agree to receive all Communications from PayPal in electronic form. Electronic Communications may be posted on the pages within the PayPal website and/or delivered to your e-mail address. You may print a copy of any Communications and retain it for your records. All Communications in either electronic or paper format will be considered to be in "writing," and to have been received no later than five (5) business days after posting or dissemination, whether or not you have received or retrieved the Communication. PayPal reserves the right but assumes no obligation to provide Communications in paper format.

14.2 Credit Report. You agree that PayPal may order and review your credit report with the sole purpose of assessing your fitness to hold a PayPal account and/or your ability to use the Service or features thereof.

14.3 Procedure. Except as explicitly stated otherwise, any notices shall be given by postal mail to PayPal Inc., Attn: Legal Department, 2211 North First Street, San Jose, California 95131 (in the case of PayPal) or to our online message center or the email address you provide to PayPal during the registration process (in your case). Notice shall be deemed given 24 hours after posted or email is sent, unless the sending party is aware that the electronic communication was not received. Alternatively, we may give you notice by mail to the address provided to PayPal during the registration process. In such case, notice shall be deemed given 3 days after the date of mailing.

15.

Legal Disputes. In the event a dispute arises between you and PayPal, our goal is to provide you with a neutral and cost effective means of resolving the dispute quickly. Accordingly, you and PayPal agree that any controversy or claim at law or equity that arises out of this Agreement or PayPal's services ("Claims") shall be resolved in accordance with one of the subsections below, or as otherwise mutually agreed upon in writing by the parties. Before resorting to these alternatives, PayPal strongly encourages users first to contact PayPal directly to seek a resolution. PayPal will consider reasonable requests to resolve the dispute through alternative dispute resolution procedures, such as mediation, as an alternative to litigation.

15.1 Arbitration. For any Claim (excluding Claims for injunctive or other equitable relief) where the total amount of the award sought is less than $10,000.00 USD, you or PayPal may elect to resolve the dispute through binding arbitration conducted by telephone, on-line, and/or based solely upon written submissions where no in-person appearance is required. In such cases, the arbitration shall be administered by the American Arbitration Association or JAMS, in accordance with their applicable rules, or any other established ADR provider mutually agreed upon by the parties. Any judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

15.2 Court. Alternatively, any Claim may be adjudicated by a court of competent jurisdiction located in Santa Clara County, California or where the defendant is located (in PayPal's case, San Jose, California, and in your case, your home address or principal place of business). You and PayPal agree to submit to the personal jurisdiction of the courts located within the county of Santa Clara, California.

15.3 Alternative Dispute Resolution. PayPal will consider use of other alternative forms of dispute resolution, such as binding arbitration to be held in Santa Clara County, California or another location mutually agreed upon by the parties.

15.4 Violations of Section 15. All Claims (excluding requests for injunctive or equitable relief) between the parties must be resolved using the dispute resolution mechanism that is selected in accordance with this Section by the party first to assert a Claim, either through a court filing or

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commencement of arbitration. Should either party file an action contrary to this Section 15, the other party may recover attorneys' fees and costs up to $1,000.00 USD, provided that the party seeking the award has notified the other party in writing of the improperly filed Claim, and the other party has failed to withdraw the Claim.

16.

General. This Agreement is governed by and interpreted under the laws of the state of California, U.S. as such laws are applied to agreements entered into and to be performed entirely within California by California residents. Notwithstanding the foregoing sentence, the Federal Arbitration Act ("FAA"), and all of its rules and procedures, shall govern Section 16 hereof, to the extent that the FAA is inconsistent with California law. We do not guarantee continuous, uninterrupted or secure access to our service, and operation of our site may be interfered with by numerous factors outside of our control. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. You agree that this Agreement and all incorporated agreements may be automatically assigned by PayPal, in our sole discretion, to a third party in the event of a merger or acquisition. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. This Agreement and the documents it incorporates set forth the entire understanding between us with respect to the subject matter hereof. Sections (3) Fees, (2.4) Release, (8) Access and Interference, (2.6) Limitation of Liability, (2.7) Indemnity, and (16) Legal Disputes shall survive any termination or expiration of this Agreement.

17.

Disclosures. The Services are offered by PayPal Inc., located at 2211 North First Street, San Jose, California 95131. If you are a California resident., you may have this same information emailed to you by sending a letter to the address above with your email address and a request for this information. Fees for our services are described in our Fees Policy.

Disputes between you and PayPal regarding our Services may be reported to Customer Support online through the PayPal Help Center at any time, or by calling (402) 935-2050 from 6 AM to midnight Central Time. Additionally, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, California 95814, or by telephone at (800) 952-5210.

D/WLM/716643.1

WorldPay

Bank Compliance Form

To meet our compliance requirement, please arrange for the following business details to be confirmed by your bank and mailed to us. This information ensures that funds due to you are routed swiftly and correctly to your bank account.


Please send to:	WorldPay Inc., 21355 Ridgetop Circle, Suite 250, Dulles, VA 20166
	Fax: (703) 547-6260	Attn: Application Information (*include 5 digit company ID)

BANK NAME: CIBC

BANK ADDRESS: 2904 Granville St.

Vancouver, BC V6H 3J7 Canada

Stamp of branch:

CANADIAN IMPERIAL BANK OF COMMERCE

2904 GRANVILLE ST.

VANCOUVER, B.C. V6H 3J7

03000

GRANVILLE & 13TH

VANCOUVER BC

DEC 07 2004

VERIFICATION OF CUSTOMER IDENTITY	/s/ signed
(This is NOT a Status Enquiry)	B5214

In accordance with the Criminal Justice Act of 1993 and the Money Laundering regulations of 1993, we confirm that:

1. the following customer is known to us;

2. the following address is the one we hold on our records;

3. the signature(s) on this letter matched the one we hold on our records.

4. the bank details below are correct for this customer.

BANK ACCOUNT NAME: Astro Nutrition Inc.

ACCOUNT ADDRESS (including postcode): 207 – 2525 Quebec St. Van, BC V5T 4R3

ACCOUNT NUMBER: 70-34717

** COMPLETE ONLY THE LINES THAT APPLY TO YOUR ACCOUNT **

USD funds to a bank in the United States	GBP funds to a bank in the United Kingdom:
ABA NUMBER: ___________________	SORTING/BANK CODE: __ __/__ __ /__ __

USD or CAD funds to a bank in Canada:	All Other fund transfers:
TRANSIT & BANK CODE: 3000-010	SWIFT CODE: _______________
SWIFT CODE: CIBC CATT	** Additional form required for multiple layer routing

EXAMPLE OF BUSINESS' AUTHORIZED SIGNATURE(S)

Name: Chester Ku	Signature: /s/ Chester Ku

Name: ___________________________	Signature: ______________________________

The above information is given in strict confidence for the purpose of the Criminal Justice Act of 1993 and the Money Laundering regulations of 1993 for your private use only, and without any guarantee or responsibility on the part of this bank/building society or its officials.

From: Gary Boivin	Bank Name: CIBC

Signature: /s/ Gary Boivin	Position: Business Advisor
B5267	(604) 665-1182

03000

GRANVILLE & 13TH

VANCOUVER BC

DEC 07 2004

WorldPay Inc. 21355 Ridgetop Circle Suite 250, Dulles, VA 20166

Fax: (703) 547-6260 URL: www.worldpay.com

Bank Compliance US 270904

D/WLM/717404.1

WorldPay

This page should be printed out, signed and sent to WorldPay. The Agreement and Schedules together form the Customer Agreement between you and WorldPay.

SCHEDULE F

I/We hereby confirm that I/we have read and agreed to the terms and conditions set out in the merchant agreement between me/us and WorldPay and made available to me/us for review approval and downloading during the online application process for a merchant trading account.

I/We hereby authorize WorldPay to charge this Credit Card with the monthly charges, minimum fees and/or any other past due fees associated with the signed Schedule A during the month (typically monthly fees are charged on the 15th of each month) or as needed in order to keep the account within good standing as long as this Agreement is in effect.

(WorldPay)
Company Name & ID:	Astro Nutrition Inc #80872

Card Number:	4500 0800 0049 8799

Card Expiration Date:	02/05

CardHolder's Name:	Chester Ku Lea

CardHolder's Address:	160 – 2190 W Broadway
	Van BC V6K4W3

CardHolder's Signature:	/s/ Chester Ku Lea

All amounts are net of Relevant Tax and will be charged from the date World Pay notifies you of your account approval.

Duly authorized to sign for and on behalf of ____________________________ (Customer):

Signature:	_________________________________
Printed Name:	_________________________________
Date:	_________________________________


For Office Use Only:

Special Terms: __________________________________		Merchant Account ID: ________________________________

PFR Date: _____________		Agreement ID: _________________________________

Monthly Amount (Schedule A): ___________		Monthly Amount (Confirm): ____________

WorldPay Inc. 21355 Ridgetop Circle Suite 250, Dulles, VA 20166

Fax: (703) 547-6260 URL: www.worldpay.com

US Sched F 27/09/2004

D/WLM/717404.1

WorldPay

PERSONAL GUARANTEE AND INDEMNITY

To WorldPay Ltd

In consideration of you entering into an agreement to provide internet payment services to Astro Nutrition Inc. ('the Customer') and payment by you of the sum of €l (receipt of which is acknowledged) I/We agree as follows:

1.	I/We hereby guarantee irrevocably and unconditionally the performance by the Customer of all undertakings, obligations and responsibilities which the Customer ought to execute, perform or comply with under the terms of the Agreement or in relation thereto. I/We agree that any modification of the terms of the Agreement or any allowance of time or any forbearance or forgiveness in or in respect of any matter or thing concerning the Agreement may be made without in any way affecting or modifying our obligations and without releasing us in whole or in part from any of the obligations contained therein. This Guarantee shall be a continuing Guarantee to you for the whole amount due to you from time to time by the Customer. The Guarantee shall not be affected by the existence of any security of any kind whatsoever and or any compositions and arrangements regarding the debt. I/We agree that you may at any time or times at your absolute discretion and without giving any notice whatsoever to us vary or withdraw the facilities made available to the customer. In order to give effect to this Guarantee I/We declare that you shall be at liberty to act as though I/We were the principal debtor and I/We hereby waive all and any rights or sureties that may at any time be inconsistent with any of the above provisions.
2.	As a separate obligation, I/We agree to indemnify you against any liabilities of any kind from time to time resulting from or arising out of your acting in accordance with the Agreement in dealings with the Customer or arising out of any breach of the representations in this Guarantee (including the reasonable and proper costs of evaluating and resisting the same) save to the extent such liabilities arise by reason of your breach of the Agreement and/or this Guarantee or your negligence.
3.	I/We represent that the contents of the Bank Compliance Form completed at your request in respect of the Customer's bank account are true and complete in all particulars.

4.	I/We represent that neither I/We nor you shall contravene any law or regulation having the force of law in any jurisdiction (but particularly in the jurisdictions in which I/We are operating and the Account is situated) as a result of your acting in accordance with the Agreement or this Guarantee.
5.	I/We undertake to notify you as soon as reasonably practicable of any change in the circumstances which might affect your or our obligations under this Guarantee.

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6.	This Guarantee shall be governed by and construed in accordance with English Law and the parties hereby submit to the non-exclusive jurisdiction of the Courts of England.

IN WITNESS whereof this Guarantee has been executed as Deed and delivered this day of two thousand and

SIGNED /s/ signed

Full name and capacity of Signatory

IN THE PRESENCE of Gary Boivin

SIGNED /s/ Gary Boivin

Full name and address of witness:

Gary Boivin 2904 Granville St Vancouver, BC, V6H 3J7	CANADIAN IMPERIAL BANK OF COMMERCE 2904 GRANVILLE ST. VANCOUVER, B.C. V6H 3J7
		03000	GRANVILLE & 13TH VANCOUVER BC	DEC 07 2004

WorldPay Inc. 21355 Ridgetop Circle Suite 250, Dulles, VA 20166

Fax: (703) 547-6260 URL: www.worldpay.com

Personal Guar US 270904

D/WLM/717404.1

Version 003//June 2003

WORLDPAY CUSTOMER AGREEMENT

Terms and Conditions

This Agreement sets out the terms on which WorldPay ("We" "us" "Our") will accept Cards as a means of payment for goods and services You supply and upon which Transactions will be presented to Us by the Cardholder for authorisation clearing and settlement purposes by the Acquirer. This Agreement consists of these Terms and Conditions and any schedules and any procedural rules, guides and notices We may issue from time to time. You accept the risk associated with Card payments and You understand that You can be debited back for any transaction which is subsequently disputed even if authorised.

This Agreement is made on the date you confirm Your acceptance of its terms and is made between

(1) WORLDPAY LTD (Registered No. 69490 - Jersey) whose registered office is situated at 12-14 David Place, St. Helier, Jersey, JE2 4TD ("WorldPay") and the legal entity described in the application form you have completed. ("You", "the Customer")

1 Definitions

In this Agreement:

"Acquirer" means the financial institution to which WorldPay will route Transaction data for authorisation, clearing and (where not remitted by Us) settlement purposes. Where the WorldDirect service applies, We are Your Acquirer;

"Authorisation" means the process whereby we obtained from the Card Issuer confirmation that the Card has not been reported as stolen and that there are sufficient funds on the account for the Transaction;

"Bank Direct" is the service provided by WorldPay to You involving processing the Transactions and where Your Acquirer remits the proceeds to You;

"Card" means a current credit, debit or charge card that We may accept for processing, as notified to You from time to time and "Cardholder" shall be construed accordingly; "Card Account Number" means a primary Cardholder account number that is embossed and/or encoded on a Card;

"Card Issuer" means a financial institution that issues Cards to Cardholders;

"Chargeback" means an invalid or disputed Transaction that is or may be charged to Us by our Acquirer;

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"Card Schemes" means Visa International, MasterCard International, Switch Payment Services and such other card scheme as notified by WorldPay to You from time to time.

"Disputed Transaction" means a Transaction which has been disputed by a Cardholder, either directly by notification to Us by the Cardholder or by notification to the card issuer;

"Minimum Remittance" means the minimum amount which We agree should be remitted to You in accordance with clause 6.1 as set out in Schedule A;

"Payment Transaction" means a Transaction processed with the intention of a Cardholder incurring a liability;

"Percentage Service Charge" means that part of the Service Charge based on a percentage of turnover;

"Per Transaction Service Charge" means that part of the Service Charge based on the number of Transactions and Chargebacks;

"Refund" means a Transaction where a Payment Transaction is reversed with the intention of crediting the Cardholder's account;

"Relevant Tax" means value added tax, sales taxes, or any other similar tax or duty;

"Remittance Period" means the period between the date of the Transaction and the date on which Remittance in respect of that Transaction is due to You;

"Remittance" means the amount due to You, expressed in the currency notified by Us to You, calculated in accordance with Clause 6;

"Services" means the services provided to You by Us under this Agreement to enable You to supply goods and services from Your website;

"Service Charge" shall mean the charges and fees set out in Schedule A (including the Percentage Service Charge and the Per Transaction Service Charge) and such other charges as notified to You by Us from time to time;

"Transaction" means any payment (or refund) made by the use of a Card or a Card Account Number for debit (or credit) to the Cardholder's account;

"WorldDirect" is the service provided by WorldPay to You involving processing the Transactions and remitting the proceeds to You;

If "You" are a partnership or other entity comprising more than one person all such persons shall be jointly and severally liable for the performance of Your obligations notwithstanding the signatories to this Agreement.

2 Acceptance of Cards

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2.1 Subject to clause 9, if offered by a Cardholder, We will accept for processing a Card payment which We are authorised to accept. Acceptance for processing and on-line authorisation of the transaction does not guarantee payment by the Cardholder.

2.2 You agree that in respect of all processing services other than WorldDirect, Your Acquirer and not Us shall be solely responsible for paying to You the remittance and the authorisation and settlement of Transactions within the terms of Your Acquirer agreement. This Agreement shall be construed accordingly.

3 Transaction confirmations

Upon processing a Transaction, We shall issue an electronic Transaction confirmation to You and the Cardholder at the email addresses provided.

4 Trading limit

Where You use the WorldDirect service We will notify You of a trading limit on Your aggregate value of Payment Transactions for this service to be calculated in respect of any one calendar month and You shall not exceed that trading limit without our prior written approval (to be given at our discretion). We may vary the trading limit at any time by notice to You.

5 Service Charges

In return for Us providing You with the Services, You will pay to Us the Service Charges and Relevant Tax. The Service Charges are due for payment as stated in Schedule A. We reserve the right to recover the Service Charges and Relevant Tax by debiting the amount from Your bank account or Card account in the event of insufficient funds being available from the next Remittance. For WorldDirect services, the Percentage Service Charge on Transactions shall be as computed by Us calculated upon the gross value of Payment Transactions (without deduction of Refunds) processed by us plus the value of Chargebacks debited to Your account. For Bank Direct services, the Percentage Service Charge will be calculated on the value of transactions processed using Our services whether or not other adjustments are made when Your Acquirer settles such Transactions with You. Without prejudice to Our other rights we may suspend or withdraw the Services if Service Charges or any other sums payable to us are not paid when due. You will also be responsible for our additional costs due to dealing with customer disputes, Refunds, Chargebacks, Disputed Transactions or other causes.

6 Remittances

This Clause 6 applies to WorldDirect only.

6.1 Each week (or such other period as We may notify to You from time to time) we will calculate the amount of Remittance by calculating the amounts due in respect of Payment Transactions which are due following the Remittance Period and deducting the following:

6.1.1 the Service Charge due;

6.1.2 Refunds;

D/WLM/717404.1

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6.1.3 Chargebacks, and any Card Scheme fines passed on to Us by Our Acquirer in respect of Your Transactions;

6.1.4 Disputed Transactions and any amounts reasonably required to cover potential or expected Refunds, Chargebacks or Disputed Transactions; and

6.1.5 any other charges or amounts due to Us under this Agreement, including any Relevant Tax.

6.2 We will remit to You by direct bank transfer to a bank account nominated by You and agreed by Us and will deduct from the Remittance a charge to cover the bank charges for malting the remittance.

6.3 If the Remittance is below the Minimum Remittance such Remittance shall be carried forward to the next Remittance date.

6.4 We may hold back from the Remittance any amounts reasonably required to cover potential or expected Refunds, Chargebacks, or Disputed Transactions and we may hold back the amount of any excess trading over the agreed trading limit.

6.5 In the event that the value of all items listed in 6.1.1 to 6.1.5 exceed the value of all Payment Transactions failing due for Remittance on the Remittance date, the resulting shortfall may be held over by Us for deduction against the following Remittance when it shall be deducted from that Remittance together with any interest due. However, We reserve the right at any time to require payment (including by directly debiting your bank account) of all or part of such shortfall in such currency as We determine.

7 Refunds

7.1 Where You wish a Transaction to be refunded to a Cardholder, You shall advise Us either by such automated systems as we shall make available to You from time to time, or by fax or post on Your headed paper.

7.2 Refunds will only be made to the Card upon which the original Transaction was debited and not by any other method.

7.3 In respect of WorldDirect We shall process Refunds only to the extent of the anticipated aggregate value of prospective Remittances based on Transactions actually processed after allowing for actual and prospective Disputed Transactions. If Refunds need to be made at a higher rate than is customary or if You wish Us to process Refunds in excess of such anticipated aggregate value of Remittances, You shall notify Us forthwith and, before making the Refunds, agree with Us the method of making the Refunds and how they will be funded.

8 Chargebacks and Disputed Transactions

This Clause 8 applies to WorldDirect only.

8.1 In the event of any Chargeback in respect of any of your Transactions We will immediately be entitled to debit Your account (if not already debited as a Disputed Transaction) or to recover

D/WLM/717404.1

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from You by other means the amount paid by Us in respect of the relevant Transaction(s). The Card Issuer's decision shall be conclusive as to the determination of any Chargeback. Wherever possible, notice to You of a Chargeback will be accompanied by an explanation of the reason for it. In addition, upon prior notification from Us, We may debit Your account, or otherwise, to recover any other costs and expenses We may incur as a result of or in connection with a Chargeback or Disputed Transaction.

8.2 Where We are notified of any invalid or Disputed Transactions We will notify You of the same by email, fax or letter accompanied by an explanation of the reason for it. We will flag the Transaction as disputed and debit it back to You. You agree to investigate Disputed Transactions and take all reasonable steps to resolve disputes with Cardholders in a timely manner and follow the procedures for handling Disputed Transactions and Chargebacks which we advise from time to time. We have the right to suspend the processing of any Transaction or withhold Remittance to You of the amount of that Transaction until the satisfactory completion of any investigation.

8.3 In the event that We consider in good faith there is a high risk of Chargeback We shall retain funds from any Remittance to cover the potential amount of such Chargeback and You shall on request provide such additional funds as We may specify in good faith to cover Chargebacks and potential Chargebacks.

9 Authorisation of Transactions

9.1 Authorisation of Transactions shall not in any way be binding on Us as to the validity of any Transaction or Transaction receipts. We give You no assurances that any Transactions will be honoured or that We (or the Acquirer or Card Issuer) shall not exercise any Chargeback or other rights of reduction or set-off under this Agreement even where such Transaction has been authorised.

9.2 We shall seek on-line Authorisation from the Acquirer for all Transactions.

9.3 In the event that Authorisation to complete the Transaction is given to Us, the Authorisation code shall be given to You. Such Authorisation code will be recorded upon the Transaction confirmation.

9.4 Transactions above any applicable trading limit described in Clause 4 above may not be accepted by Us unless otherwise agreed.

10	Compliance

10.1 You shall ensure compliance with all applicable local laws in the execution and performance of this Agreement and without prejudice to Our rights shall immediately bring to our attention in writing any circumstances that prevent compliance with this Agreement.

10.2 If Your integration is of a type whereby the Cardholder does not enter their details directly onto the WorldPay payment page you will obtain the consent of all Cardholders and others to the transmission (including export outside the European Economic Area) of their personal data

D/WLM/717404.1

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(including without limit "sensitive data" as defined in the Data Protection Act 1998) to or by Us and permit processing and use of the same by Us in accordance with this Agreement.

11 Record retention and retrieval

11.1 You shall retain copies of all Transaction receipts in the form of electronic data, with respect to Transactions submitted and any subsequent refunds made by Us pursuant to this Agreement for a period of three (3) years.

11.2 You will provide such copies to Us within five (5) banking days of such request to do so being received by You from Us.

12 Your obligations

12.1 You warrant that information provided to Us in connection with Your application for the Services is correct and that no information has been withheld which, if provided, could have materially affected Our decision to enter into this Agreement.

12.2 You will:

(a) provide Us in a timely manner with accurate information regarding Your account(s) and financial standing;

(b) display on Your website and any other promotional material, in such manner as We may require, such promotional sign(s) or other material which may be provided by Us and use of names or designs approved by Us solely to indicate that We accept Card payments for goods and services that You supply, and are processed by Us. You shall not use any other material referring to Us without Our prior written approval. In respect of WorldDirect you shall display the brand name and logo of any Card Scheme which We notify You is applicable;

(d) not use the Services in any manner, or in furtherance of any activity which may constitute a violation of any law or regulation or for any improper purpose or which may cause damage to Our reputation or subject Us to investigation, prosecution or legal action;

(e) immediately notify Us in accordance with clause 17 if:

(i) there is any material change 'in the nature of the product or services offered on Your website; or

(ii) any technical alterations are made to Your website which might affect its integration with Our payment page;

(f) be responsible for the statements, instructions, acts or omissions of any person who reasonably appears to have authority to act on your behalf,

D/WLM/717404.1

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(g) provide us with any information reasonably required to assess creditworthiness and advise us as soon as you become aware of a material adverse change in your financial standing or an intention to close down your on-line business or transfer to another processor or acquirer;

(h) advise us as soon as you become aware of major or multiple product defects or logistics problems which could give rise to chargebacks or refunds;

(i) act in a reasonable manner to resolve Cardholder disputes or potential disputes;

(j) describe accurately on Your website, including a full description of Your trading name, address, telephone number and URL, what goods and services are being offered for sale, the price, the action which must be taken to make a purchase, the point at which a sale is completed, and details of delivery, shipping, returns and refund policies;

(k) comply with any code of best practice that We may provide to You including security to ensure Transactions are transmitted in an encrypted form using such protocol notified by Us to You from time to time.

12.3 Breach of this clause 12 may result in Us re-assessing You and, subject to this reassessment, We may immediately terminate this Agreement.

13 Our obligations

We will:

(a) process Transactions made in accordance with this Agreement;

(b) pay to Your bank account any Remittance due in respect of WorldDirect services, subject to the provisions of this Agreement; and

(i) the amount of Service Charge plus any Relevant Tax and any other sums due to Us; and

(ii) for WorldDirect services, the value of all Transactions due for Remittance.

14 Agreement term and terminations

14.1 The Agreement shall commence upon the date You that You confirm Your acceptance of its terms and, subject to earlier termination pursuant to Clause 14.2 or as otherwise provided in this Agreement, shall continue in force for a minimum period of 12 months and will be automatically renewed for a further 12 months on each anniversary date until terminated by one party giving to the other not less than 30 days notice prior to any renewal date.

14.2 We will be entitled to suspend the Services an(J/or terminate the Agreement with immediate effect by notice to You if

(a) You fail to pay any amounts due to us by the due date or breach any warranty or other term of this Agreement or if any claim described in clause 16 occurs; or

D/WLM/717404.1

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(b) You fail to notify Us in writing in advance of any change in the nature of Your business or the goods and/or services supplied; or

(c) anything happens to You or a matter is brought to Our attention which in Our opinion may affect Your ability or willingness to comply with all or any of Your obligations or liabilities under this Agreement; or

(d) anything happens in relation to You or any matter is brought to Our attention which in Our opinion could damage Our reputation or that of Our or Your Acquirer, or could prove detrimental to Our business or may give rise to fraud or suspicion of fraud or other criminal activity including, without limitation, where We determine that the level of Chargebacks or invalid Transactions undertaken by You is excessive or unreasonable;

(e) We are required to do so by Our or Your Acquirer; or

(f) You become insolvent or in Our opinion there is any material adverse change in Your financial condition, business or assets.

15 Liabilities

(a) Except in respect of death, or personal injury resulting from Our negligence, Our cumulative liability for any loss or damage arising from Our breach shall be limited to the cost of reprocessing any Transactions which have been processed by Us save where otherwise required in accordance with this Agreement.

(b) Except in respect of death or personal injury resulting from Our negligence, We shall not be liable, in contract, tort (including negligence), or otherwise for:

(i) any loss of profit, business, contracts, revenues, or anticipated savings; or

(ii) any special, indirect, or consequential damages of any nature whatsoever, resulting from any act or omission on Our part or any other person authorised by Us.

16 Indemnities

16.1 You will indemnify Us against all losses, costs, expenses, damages and liabilities incurred by Us as a result of any claim brought against Us by any Cardholder, Card Issuer, Acquirer or other third party as a result of Your breach of the Agreement or Your acts or omissions.

16.2 You agree that as between You and Us it is Your responsibility to prove to Our satisfaction that the debit of a Cardholder's account was authorised by the genuine Cardholder.

16.3 If a claim is brought against Us by a Cardholder, a Card Issuer, Acquirer or other third party We will be entitled to settle or otherwise deal with it at Our sole discretion, including taking such steps as are reasonable to mitigate any potential loss we may incur and we will have the right to debit You for the costs of such actions.

17 Notices and variation

D/WLM/717404.1

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17.1 Any written notice may be delivered 'in person or sent by email, post, airmail or by fax to:

(a) You at the address shown in Our records as notified by You from time to time; and

(b) Us at WorldPay, WorldPay Centre, The Science Park, Milton Road, Cambridge, CB4 0WE, UK.

Notices shall be deemed duly given 48 hours after posting by first class post (72 hrs if second class and airmail), or immediately if delivered in person or if by email or fax then at the time of transmission if within normal business hours failing which the start of the next business day.

17.2 You agree that We may vary this Agreement from time to time. Any such variation shall become effective by Us notifying You in accordance with this Clause.

17.3 You agree that we may act on email notices or instructions which reasonably appear to emanate from You or an authorised employee or agent.

17.4 Any messages that originate from Your server or the server of a third party designated by You and are received in the same form as sent will be deemed to be authorised by You and We shall not be liable for any consequence of processing such messages. We are not responsible for the security of data residing on a server of Yours or a third party designated by You.

18 Governing law

18.1 This Agreement shall be governed and construed in accordance with English Law and both You and We agree to submit to the exclusive jurisdiction of the English courts

18.2 In the event that the version of this Agreement entered into by you is a translation the English version shall be definitive and shall prevail in the case of any inconsistency.

19 Entire agreement

19.1 The Agreement sets out the entire Agreement between You and Us, and no representations nor warranties nor other assurances which are not specifically set out herein shall be implied as terms of the Agreement. This shall not exclude or limit the liability of either party for fraudulent misrepresentation.

19.2 This Agreement shall supersede any previous agreement, whether written or oral, or any other understanding between You and Us relating to its subject matter.

20 Confidentiality

20.1 You must keep all data relating to Card payments or refunds safe.

20.2 You must not put together or use any lists of Cardholders or card numbers other (if any) than to send Us payment and refund details. You must not use any other information about Our business unless it is to do with the arrangements hereunder.

D/WLM/717404.1

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20.3 You must not show or give any lists of Cardholders or Card numbers, or any information hereunder or any other information to do with Our business to anybody other than Your professional advisers and to Your agents that We have approved. This does not prevent You from giving out any information which is public knowledge or from keeping to a legal duty to supply information.

20.4 You agree that we may disclose information concerning You to Our Acquirer and other third parties for the purpose of assisting in identifying suppliers or others involved in amongst other things, fraud or suspected fraud, or who are or are suspected to be insolvent, or for u se in any complaint, Cardholder query on information systems on which Our Acquirer may operate, or similar systems.

21 Release of data

You hereby authorise Us to release Transaction receipts and any data or other information relating to Transaction receipts or Cards, or Cardholders to any agent of Ours or any other party as is reasonably necessary for the purpose of fulfilling Our obligations under this Agreement or for the purpose of fraud or other criminal detection.

22 Set-off

We shall be entitled to set-off any of Your liabilities to Us (whether present, future, actual or contingent) against any amounts owing to You. We do not have to give prior notice to do this. You are not entitled to setoff any liabilities of Ours under this Agreement (whether present, future, actual or contingent) against any funds due to Us under this Agreement.

23 Waiver

No failure or delay by Us in exercising Our rights under the Agreement shall be construed as a waiver or release of that right unless otherwise agreed in writing by Us.

24 No agency

24.1 You are not Our agent and are not entitled to contract on Our behalf in any way with Our customers, Cardholders or other third parties.

24.2 You shall not use the Services as agent of or otherwise for the benefit of any other supplier of goods or services.

25 Interest on late payment

Any sum due to Us under this Agreement shall be immediately payable, in accordance with the terms of this Agreement. We may charge interest at the rate of 2% per month above the then National Westminster Bank base compounded monthly whether before or after judgement on any sum which You fail to pay. Interest accrued shall be payable on the next date of Remittance.

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26 Other services

Except to take effect after the expiry of a period of notice validly given under this Agreement, You shall not enter into an agreement with any individual, group of individuals or company that offers products or services similar to those offered by Us while this Agreement remains in force.

27 Direct debit

If we request You to do so You will authorise Your bank or Credit Card Issuer to pay on presentation all requests for payment of a direct debit initiated by Us or other similar payment method as notified by Us to You in respect of any amounts due to Us under this Agreement.

28 Severance

You accept that if any provision of this Agreement is found to be void or unenforceable in whole or in part, the Agreement shall continue to be valid as to the other provisions and the remainder of the affected provision.

29 Trademarks

You hereby agree to Our referring to You as a WorldPay merchant in Our promotional material should We so wish. We may with Your prior agreement use Your Trademarks in accordance with policies as provided by You from time to time.

30 Force majeure

We shall have no liability for any failure or delay caused by Your acts or omissions or resulting from actions taken by Us in good faith to avoid violating a law, rule or regulation of any governmental authority or which is caused by circumstances beyond Our control whether foreseeable or not, including (without limit) breakdown or failure in transmission or communication links or any third party equipment, strikes or industrial disputes.

31 Assignment and third party rights

31.1 You shall not assign or transfer all or any of Your rights or obligations under this Agreement without Our prior written consent but this Agreement will bind Your personal representatives. We may assign the benefit and/or burden of this Agreement and may use agents and subcontractors for the performance of any of our obligations or exercise of Our rights under this Agreement.

31.2 No term of this agreement is enforceable under the Contracts (Rights of Third Parties) Act 1999 by a person who is not a party to it.

Terms and Conditions for WorldAlert $Revision: 1.2 $

The WorldAlert Service is an aid to fraud detection and prevention and is advisory only. WorldPay believes that its systems are amongst the most advanced in the world at detecting and warning against potentially fraudulent transactions. However WorldPay cannot and does not

D/WLM/717404.1

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give any warranty or representation that all or any of the transactions which generate a WorldAlert warning or cause the transaction to be declined are or would prove to be fraudulent. Nor can WorldPay guarantee that the system will identify all fraudulent transactions and generate an alert. Further, whilst every effort is made to ensure that each transaction is checked by the WorldAlert Service, we cannot guarantee that the system will not be interrupted from time to time by technical problems beyond our control. A transaction for which no alert is issued is not to be considered as in any way approved or guaranteed and may still be subject to chargebacks or refunds.

We shall not be liable, in contract, tort (including negligence) or otherwise for:

(i) any loss of profit, business, contracts, revenues, or anticipated savings; or

(ii) any special, indirect, or consequential damages of any nature whatsoever, resulting from any act or omission on our part or any other person authorised by us in supplying this service.

The WorldAlert Service is supplied as part of the WorldPay System and shall be deemed to be included in the definition of Services in your contract with us. The terms and conditions of your contract with us shall apply to the WorldAlert Service in the same way as they apply to the other products and services supplied as Services within the WorldPay System.

D/WLM/717404.1

03/01/05		607-1295 Richards Street
604.684.2255		Vancouver, BC V6B1B7
deep@rrt.ca	deep systems

Premium Managed Hosting Agreement

This is a managed hosting agreement between AstroNutrition.com and deep systems. The effective term is 12 months beginning March 1, 2005 and ending February 28, 2006.

Included Monthly Services

System Administration

Management of SMTP, IMAP, DNS, SQL database and HTTP server software and systems for the AstroNutrition.com domain and web site. This includes regular off-site backups of the website itself and the database.

Change Management

Management of site source code and integration of contributed software updates and bug fixes into zencart is included.

Personal Technical Support

24 x 7 emergency phone support and 1-business-day email response on non-critical issues.

Includes a 99 percent server uptime guarantee.

Available Professional Services

Project Management

Support of external development is charged at a rate of $55 CAD per hour.

Custom Software Development

New code enhancing the functionality of the system is charged at a rate of $55 CAD per hour.

Terms of Agreement

Managed hosting fees are $175 per month for a period of 12 months. This includes up to 10 G of bandwidth, with overages at $20 for each 1 G beyond 10 in any given month. The billing cycle is the 1st of each month.

D/WLM/717334.1

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03/01/05		607-1295 Richards Street
604.684.2255		Vancouver, BC V6B1B7
deep@rrt.ca	deep systems

Co-located Facilities

Servers are co-located at 700 West Georgia in downtown Vancouver on UPS and backup generator power.

Server Software

- FreeBSD 5 Operating System

- Apache 2 HTTP Server

- MySQL 4 Database Server

- AWStats Advancd Web Stats Package

- WebDAV interface for external developers

- Subversion Change Management System

- Trac Issue Tracking System and Project Knowledge Base

/s/ Ryan Thompson		/s/ Chester Ku
Ryan Thompson, Deep Systems		Chester Ku, Astro Nutrition

D/WLM/717334.1

Exhibit 10.8

Sublease

THIS SUBLEASE made as of March 29, 2005

B E T W E E N:

Chester Ku

(the "Tenant")

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Astro Nutrition Inc.

(the "Subtenant")

WHEREAS:

(A)	By a lease dated July 1st, 2004 (the "Headlease"), Brian Fitzgerald (the "Landlord") leased to the Tenant the premises known as 207-2525 Quebec St (the "Premises") for a term of 1 years commencing on July 1st, 2004;
(B)	The Tenant has agreed with the Subtenant to grant a sublease of a portion of the Premises, as described in Schedule "A" attached hereto the (the "Subleased Premises") on the terms stated in this Sublease;

NOW THEREFORE:

1.	The Tenant hereby subleases the Subleased Premises to the Subtenant for a term of 1 year from Chester Ku, at a gross rent of $12,000 per year payable in equal monthly instalments in the amount of $1,000 in advance, the first payment to be made on or before the first day of the month next following and thereafter on the first day of each succeeding month throughout the term.
2.	The Subtenant covenants with the Tenant as follows:
	(a)	to pay to the Tenant the rent hereunder;
	(b)	to observe and perform all of the obligations of tenant under the Headlease, provided however that the Subtenant shall not be responsible for payment of any utilities, realty taxes, common expense charges or other similar amounts under the Headlease;
	(c)	if during the term the Subleased Premises are assessed for the support of separate schools, to pay such assessments;
	(d)	to use the Subleased Premises only for the purpose of work;

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	(e)	to keep the Subleased Premises clean and in good and tenantable repair;
	(f)	to permit the Landlord and the Tenant and persons authorized by them at all reasonable times to enter and examine the condition of the Subleased Premises and upon notice to repair in accordance with the notice, and to indemnify the Tenant against any breach of covenant in this Sublease;
	(g)	not to do or permit or suffer to be done any action whereby the policy of insurance against damage to the Subleased Premises by fire may become void or voidable or the rate of premium increased without giving the Tenant at least one month's notice in writing of such action and if the rate of premium is increased by such actions, to pay to the Tenant the increase in premium together with all expenses incurred by the Tenant in connection with the renewal or replacement of policies occasioned by breach of this covenant, and all payments to be made by the Subtenant pursuant to this covenant shall be deemed to be additional rent;
	(h)	not to assign, sublet or part with possession of any part of the Subleased Premises without the prior consent in writing of the Tenant and of the Landlord;
	(i)	not to mortgage, charge or otherwise encumber its interest in this sublease;
	(j)	during the last months of the term of this sublease to permit the Tenant to affix upon the Subleased Premises a notice to let the Subleased Premises and to permit the Tenant and his agent and prospective tenants at all reasonable times to view the Subleased Premises;
	(k)	to yield up the Subleased Premises with all fixtures, leasehold improvements and additions at the termination of this sublease in good and tenantable repair.
3.	The Tenant hereby covenants with the Subtenant:
	(a)	for quiet enjoyment;
	(b)	to pay the rent reserved, by and to perform and observe the covenants on its part contained in the Headlease with respect to the Subleased Premises as far as they are not hereby required to be performed and observed by the Subtenant;

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(c)	to keep indemnified the Subtenant from all proceedings, damages, costs, claims and expenses arising from any omission by the Tenant to pay when due the rent reserved under the Headlease or breach of any of the tenant's covenants contained in the Headlease.

IN WITNESS WHEREOF the parties hereto have executed this Sublease as of the date first above written.

SIGNED, SEALED AND DELIVERED

in the presence of:

/s/ Maren Gangnes		/s/ Chester Ku
Witness - Maren Gangnes		Chester Ku


Witness


Witness

Suite 400 - 889 West Pender Street

Vancouver, BC Canada V6C 3B2

Tel 604 694-6070

Fax 604 585-8377

info@staleyokada.com

www.staleyokada.com

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the use in the Glass Wave Enterprises, Inc., on Form SB-2, of our report dated 30 March 2005, accompanying the consolidated financial statements of Glass Wave Enterprises, Inc. for the period from incorporation (25 November 2004) to 31 January 2005 which is part of the registration statement and to the reference to us under the heading “Experts” in such registration statement.

“Staley, Okada & Partners”

4 May 2005	STALEY, OKADA & PARTNERS
		Chartered Accountants