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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C.
20549

FORM 10-KSB

(Mark One)

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended January 31, 2008

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____________, to
_____________

Commission file number 000-52057

CYPLASIN BIOMEDICAL
LTD.(Name of small business issuer in its charter)

|Nevada                                           | 47-0930829                          
|------------------------------------------------ | ------------------------------------
|(State or other jurisdiction of incorporation or | (I.R.S. Employer Identification No.)
|organization)                                    |                                     
|                                                 |                                     
|9650 - 20 Avenue, Edmonton, Alberta              |                                     
|Canada                                           | T6N 1G1                             
|(Address of principal executive offices)         | (Zip Code)                          

Issuers telephone number 780.469.2975

Securities registered pursuant to Section 12(b) of the Act:

|Title of each class | Name of each exchange on which registered
|------------------- | -----------------------------------------
|Nil                 | Nil                                      

Securities registered pursuant to Section 12(g) of the Act:

Shares of Common Stock, par value $0.001(Title
of class)

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

Check if there is no disclosure of delinquent filers in response
to Item 405 of Regulation S-B is not contained in this form, and no disclosure
will be contained, to the best of registrants knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [ ]

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Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act). (Check one): Yes [ ] No [X]

State issuers revenues for its most recent fiscal year.
$Nil

State the aggregate market value of the voting and on-voting
common equity held by non-affiliates computed by reference to the price at which
the common equity was sold, or the average bid and asked price, as of a
specified date within the past 60 days.

34,894,000 common shares @ 0.325 (1) = $11,340,550(1)Average of bid and ask closing prices on April 23, 2008.

State the number of shares outstanding of each of the issuers
classes of equity stock, as of the latest practicable date.

39,584,000shares of common stock issued and outstanding
  as of April 22, 2008.

ii

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TABLE OF CONTENTS

|Item 1.  | Description of Business                                                                                                                           | 4 
|-------- | ------------------------------------------------------------------------------------------------------------------------------------------------- | --
|Item 2.  | Description of Property                                                                                                                           | 15
|Item 3.  | Legal Proceedings                                                                                                                                 | 15
|Item 4.  | Submission of Matters to a Vote of Security Holders                                                                                               | 15
|Item 5.  | Market for Common Equity and Related Stockholder Matters
      and Small Business Issuer Purchases of Equity Securities                           | 15
|Item 6.  | Managements Discussion and Analysis or Plan of
      Operation                                                                                   | 17
|Item 7.  | Financial Statements                                                                                                                              | 20
|Item 8.  | Changes In and Disagreements with Accountants on Accounting
      and Financial Disclosure                                                        | 21
|Item 8A. | Controls and Procedures                                                                                                                           | 21
|Item 8B. | Other Information                                                                                                                                 | 22
|Item 9.  | Directors, Executive Officers, Promoters, Control Persons
      and Corporate Governance; Compliance with Section 16(a) of the Exchange
      Act | 23
|Item 10. | Executive Compensation                                                                                                                            | 27
|Item 11. | Security Ownership of Certain Beneficial Owners and Management
      and Related Stockholder Matters                                              | 30
|Item 12. | Certain Relationships and Related Transactions, and Director
      Independence                                                                   | 31
|Item 13. | Exhibits                                                                                                                                          | 31
|Item 14. | Principal Accountant Fees and Services                                                                                                            | 31

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PART I

Item 1. Description of Business.

This annual report contains forward-looking statements. These
statements relate to future events or our future financial performance. In some
cases, you can identify forward-looking statements by terminology such as may,
will, 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 may involve
known and unknown risks, uncertainties and other factors, including the risks in
the section entitled Risk Factors, 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.

Although we believe that the expectations reflected in the
forward-looking statements are reasonable, we cannot guarantee future results,
levels of activity, performance or achievements. 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.

Our financial statements are stated in United States dollars
and are prepared in accordance with generally accepted accounting principles in
the United States of America.

In this annual report, unless otherwise specified, all dollar
amounts are expressed in United States dollars.

As used in this annual report, the terms we, us and our
company mean Cyplasin Biomedical Ltd. a Nevada corporation, unless otherwise
indicated.

Business Development During the Last Three Years

We were incorporated pursuant to the laws of the State of Nevada
  on May 12, 2004 under the name Glass Wave Enterprises, Inc. Effective February
  16, 2007, we changed our name to Cyplasin Biomedical Ltd. and effected a six
  point two (6.2) for one forward stock split of our authorized, issued and outstanding
  common stock. Following our incorporation, we commenced the business, through
  our wholly-owned subsidiary, Astro Nutrition Inc., as a reseller of health products
  and herbal remedies. We targeted the market of health food supplements and herbal
  remedies by catering mainly to the European and Asian markets. We disposed of
  our former wholly-owned subsidiary, Astro Nutrition Inc. during our quarter
  April 30, 2007.

We were not successful in implementing our business plan as a
reseller of health products and herbal remedies. As management of our company
investigated opportunities and challenges in the business of being a reseller of
health products and herbal remedies, management realized that the business did
not present the best opportunity for our company to realize value for our
shareholders. Accordingly, we abandoned our previous business plan and focussed
on the identification of suitable businesses with which to enter into a business
opportunity or business combination.

On February 1, 2007, we entered into an asset purchase
agreement dated February 1, 2007 with Christian Petzelt. The asset purchase
agreement contemplated our company acquiring certain intellectual property
pertaining to cancer treatments, specifically protein molecules, for potential
applications in treating various cancers in exchange for the issuance by our
company of 21,000,000 shares of our common stock on a post six point two (6.2)
for one forward basis. The closing of the transactions contemplated in the asset
purchase agreement and the acquisition of such intellectual property occurred on
February 15, 2007. In connection with the closing of the asset purchase
agreement, we cancelled 53,320,000 post-split shares of our common stock held by
Chester Ku, the former president, secretary, treasurer and a director of our
company, and Bianca Knop, the former vice president and a director of our
company, and issued 500,000 post-split shares of our common stock pursuant to
the closing of a private placement. As at the closing date, Christian Petzelt
held approximately 53.9% of the issued and outstanding shares of common stock of
our company.

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On April 10, 2007, we entered into an asset purchase agreement
with Bioxen Ltd. to acquire certain intellectual property. The closing of the
transactions contemplated in the asset purchase agreement and the acquisition of
the intellectual property occurred on April 10, 2007. In accordance with the
closing of the asset purchase agreement, we paid $100 to Bioxen Ltd. in exchange
for the acquisition by our company of such intellectual property.

Other than as set out herein, we have not been involved in any
bankruptcy, receivership or similar proceedings, nor have we been a party to any
material reclassification, merger, consolidation or purchase or sale of a
significant amount of assets not in the ordinary course of our business.

Our Current Business

As of the closing date of the asset purchase agreement on
February 15, 2007, our company commenced the business of developing a novel
therapeutic, recombinant protein called Cyplasin. The name of Cyplasin was
coined by Professor Christian Petzelt, our companys Chief Scientific Officer,
to signify the proteins high cytotoxic potency, which was originally isolated
from a marine organism known as Aplysia punctata (commonly called a sea hare).
Professor Petzelt discovered the cyplasin proteins selective cytotoxic effects
for cancer cells in 1997 and received a US patent  number 6,171,818 - on
January 9, 2001 relating to a protein having anti-tumor activity, while having a
DNA encoding for the same, plus having a process for the preparation of the same
with application of methods for treating malignancies such as cancers with the
same. On April 10, 2007, we entered in an asset purchase agreement with Bioxen
Ltd., whereby we acquired a second Cyplasin patent describing a protein having
anti tumor effect. We intend to further research and develop this
technology.

Using our newly obtained Intellectual Property (IP) patented
approach we plan to apply our technology to improve the treatment profile of
skin cancer and melanoma patients via a topical application by microinjection.
This first in our family of cyplasin protein products is to be known as
Cyplasin-SC, which once commercialized is expected to allow us to open new
markets and disease applications with other forms of cancer. Our business
strategy is to generate revenues through developing and licensing our
technologies through partnerships with biotechnology and pharmaceutical
companies while pursuing the development of our own products for unmet medical
needs.

Subsequent research into the cyplasin protein structure has
allowed us to manufacture the protein in the laboratory and develop procedures
for the scale up in large-scale manufacturing processes as the discovery is
commercialized. Patents have been filed for these various processes and we
anticipate them to be issued shortly. It is our intention to continue to create
a strong patent or IP portfolio as we move along with the further development of
the protein for our current and future applications.

We have secured the required funding to initiate our
preclinical program for Cyplasin-SC. In addition, our company has also
attracted or put into place the required management, board members and
scientific advisory members that are the other success components for the
overall development of the products within our company. Prior to the asset being
vended into our company there has been spent approximately $1.8 million on
research and development related activities. These expenditures allowed for the
development of the protein molecule from the discovery and proof of concept
stage. Cyplasin Biomedical Inc. (the Company) will further develop the protein
forward into the present preclinical development stages and then into subsequent
human clinical trial development.

Cyplasin-SC is currently in preclinical development for
application for skin cancer and melanoma. The finished product is to be
delivered via a topical microinjection to the tumour mass. Current studies
suggest Cyplasin-SC will either cause the death of the whole tumor, or, if used
in tandem with current surgical procedures, will kill any remaining cancer cells
which might metastasize or spread to other parts of the body via the blood
circulation system, after the tumor has been removed by conventional surgery.

Market

Cyplasin Biomedical Ltd. is focused on bringing a pipeline of
Cyplasin based products to market to treat cancer. Cyplasin Biomedicals
current mission is to first develop Cyplasin-SC for skin cancers and melanoma
and then evaluate its use for other cancers. Cyplasin Biomedical Ltd. is
advancing its pre-clinical program in order to submit an Investigational New
Drug (IND) application for Cyplasin-SC, which upon successful approval would
allow the initiation of human clinical trials with the eventual filing with the
FDA of a New Drug Application (NDA)

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The cancer therapy market is one of the fastest growing drug
sectors, accounting for over one-third of all pharmaceutical sales worldwide.
Oncology drug sales by 2009 are expected to reach $55 billion compared to the
$30 billion in 2004. Incidence of skin cancer and melanoma are increasing
worldwide with the market expected to continue to grow to over $600 million by
2009.

Research and development

We are a biotechnology development stage company and have not
generated any revenues from our technologies. We believe, however, that there
are opportunities to discover and develop effective and cost-effective
treatments for cancer through using the cyplasin protein molecule.

Cyplasin-SC currently in pre-clinical testing has been shown
to be effective at targeting skin cancer and melanoma cancer cells. The product
will be formulated so to be applied to the skin tumor via direct injection into
the tumor or within the tumors vicinity. Other research programs and preclinical
development for other cancer applications will be initiated once the
Cyplasin-SC Investigational New drug Application (IND) has been submitted.

During our fiscal year ended January 31, 2008 we expended $530,016
  on research and development costs, compared to $Nil during the fiscal year ended
  January 31, 2007

Intellectual property

We rely on a combination of patents to establish and protect
  our proprietary rights. We intend to require our customers to enter into confidentiality
  and nondisclosure agreements before we disclose any sensitive aspects of our
  technologies or strategic plans, and we intend in the future to enter into proprietary
  information agreements with employees and consultants. Despite our efforts to
  protect our proprietary rights, unauthorized parties may attempt to copy or
  otherwise obtain and use our technology. It is difficult to monitor unauthorized
  use of technology, particularly in foreign countries where the laws may not
  protect our proprietary rights as fully as laws in the United States, Canada
  and Europe. In addition, our competitors may independently develop technologies
  similar to ours. Our precautions may not prevent misappropriation or infringement
  of our intellectual property.

We currently have the rights to the following patents in the
  US and in Europe with other territories having been filed and awaiting issuance:

patent, which describes a “Protein having an anti-tumoral
  effect,” has been granted as defined below:

US Patent No. 6,171,818 B1 was issued January 9, 2001 European Patent EP 0 858 465 was issued January 29, 2003


A second patent entitled “Cytotoxic Cyplasin of the
  Sea Hare, Aplysia punctata, cDNA Cloning and Expression of Bioreactive Recombinants”
  with US-Application No. 10/501,098 and European Application No 02019 914.7-1521
  has been granted in the United States. The patent claims cover the production
  and manufacturing by mammalian cells of a cytotoxic recombinant protein Cyplasin,
  and its use to treat cancer:



Applications for these patents have been filed in all relevant
  countries on a worldwide basis and are expected to be issued as they are processed
  in due course.

No assurance can be given that any patents based on pending patent
  applications or any future patent applications by us, or any future licensors,
  will be issued, that the scope of any patent protection will exclude competitors
  or provide competitive advantages to us, that any of the provisional patent
  applications that have been or may be issued to us will be held valid if subsequently
  challenged or that others will not claim rights in or ownership of the provisional
  patent applications and other proprietary rights held or licensed by us. Furthermore,
  there can be no assurance that others have not developed or will not develop
  similar products, duplicate any of our technology or design around any patents
  that may be issued to us.

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Our success will also depend in part on our ability to commercialize
  our technology without infringing the proprietary rights of others. While we
  have conducted freedom of use patent searches no assurance can be given that
  patents do not exist or could not be filed which would have an adverse affect
  on our ability to market our technology or maintain our competitive position
  with respect to our technology. If our technologies or subject matter are claimed
  under other existing United States or foreign patents or are otherwise protected
  by third party proprietary rights, we may be subject to infringement actions.
  In such event, we may challenge the validity of such patents or other proprietary
  rights or we may be required to obtain licenses from such companies in order
  to develop, manufacture or market our technology.

There can be no assurances that we will be able to obtain such
licenses or that such licenses, if available, may be obtained on commercially
reasonable terms. Furthermore, the failure to either develop a commercially
viable alternative or obtain such licenses may result in delays in marketing our
proposed technology or the inability to proceed with the development,
manufacture or sale of products requiring such licenses, which may have a
material adverse affect on our business, financial condition and results of
operations. If we are required to defend ourselves against charges of patent
infringement or to protect our proprietary rights against third parties,
substantial costs will be incurred regardless of whether we are successful. Such
proceedings are typically protracted with no certainty of success. An adverse
outcome could subject us to significant liabilities to third parties and force
us to curtail or cease our development and commercialization of our technology.

Employees

At this time, our company has no employees.

Customers

Subsequent to the acquisition of the intellectual property, we
are a development stage business and we do not have any immediate customers for
any of our technologies. Future customers will consist of other biotechnology
companies or pharmaceutical companies which we anticipate we will license our
developed technologies to, in a partnership relationship for further commercial
development.

Suppliers

In the previous fiscal year we were not reliant upon any one
supplier.

As we move forward our company will not be reliant upon any
suppliers for the research and development of our technologies.

Competition

The biotechnology and pharmaceutical industries are highly
competitive. Numerous entities in the United States and elsewhere compete with
our efforts to commercialize similar technologies. Our competitors include
pharmaceutical, biomedical, biotechnology, academic and research institutions
and governmental and other publicly and privately funded research agencies. We
face, and expect to continue to face, competition from these entities to the
extent that they develop products that have a function similar or identical to
the function of our technologies. We also face, and expect to continue to face,
competition from entities that seek to discover treatments for skin cancer.

Because many of our competitors have substantially greater
capital resources and more experience in research and development, manufacturing
and marketing than we do, we may not succeed in developing our proposed products
and bringing them to market in a cost-effective and timely manner.

We are a development stage company engaged exclusively in
research and development. We have not yet completed the development of our first
product and have no revenue from operations. As a result, we may have difficulty
competing with larger, established biomedical and pharmaceutical companies.
These companies and organizations

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have much greater financial, technical, research, marketing,
sales, distribution, service and other resources than us. Moreover, they may
offer broader product lines, services and have greater name recognition than we
do, and may offer discounts as a competitive tactic.

Government regulation

Our research and development activities and the manufacturing
and marketing of our technology are subject to the laws and regulations of
governmental authorities in the United States and any other countries in which
our technology is ultimately marketed. In the United States, the Food and Drug
Administration, or FDA, among other activities, regulates new product approvals
to establish safety and efficacy of the types of products and technologies our
company is currently developing. Governments in other countries have similar
requirements for testing and marketing.

Regulation by governmental authorities in the United States and
foreign countries is a significant factor in the development, manufacture and
marketing of our proposed technologies and in our ongoing research and
development activities.

The products and technologies that we are currently researching
and developing will require regulatory approval by governmental agencies prior
to commercialization. Various federal statutes and regulations also govern or
influence the testing, manufacturing, safety, labeling, storage, record keeping,
and marketing of therapeutic products. The process of obtaining these approvals
and the subsequent compliance with applicable statutes and regulations require
the expenditure of substantial time and financial resources. Any failure by us
or our collaborators, licensors or licensees to obtain, or any delay in
obtaining regulatory approval, could have a material adverse effect on our
business.

FDA Approval

The Food and Drug Administration (FDA) sets out guidelines for
clinical trials which are conducted in order to obtain FDA approval. Clinical
trials are required to find safe and effective treatments to improve health. All
clinical trials are based on a protocol which is a study plan that describes the
type of people who may participate in the trial, the schedule of tests and
procedures, and the length of the study. The stages required in order to develop
a new therapeutic drug for approval by the FDA involve the following steps:

| | 1) | preclinical development  studies needed to generate
      specific data in order to file an Investigational New Drug (IND)
      application with the FDA                                                                 
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                            
| | 2) | Upon successful completion of the IND human clinical
      trials take place in three or four separate validation studies, which
      generates enough safety and efficacy data to file a New Drug Application
      (NDA)
| |    |                                                                                                                                                                                                                            
| | 3) | Upon receiving official approval of the NDA the drug may
      be sold for use for its intended application.                                                                                                               
| |    |                                                                                                                                                                                                                            
| | 4) | Further follow up of a fourth step clinical trial may be
      required in order to continue to monitor the safety and efficacy of the
      product so commercialized.                                                    

FDA Summary

In order to obtain FDA approval of a new medical product,
sponsors must generally submit proof of safety and efficacy. In some cases, such
proof entails extensive pre-clinical and clinical laboratory tests. The testing
and preparation of necessary applications and processing of those applications
by the FDA is expensive and may take several years to complete. There can be no
assurance that the FDA will act favourably or in a timely manner in reviewing
submitted applications, and we may encounter significant difficulties or costs
in our efforts to obtain FDA approval. Such circumstances may delay or preclude
us from marketing any products we may develop. The FDA may also require
post-marketing testing and surveillance of approved products, or place other
conditions on the approvals. These requirements may create difficulties for our
company to sell the products and may increase the costs of such products which
may restrict the commercial applications of such products. Product approvals may
be

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withdrawn if compliance with regulatory standards is not
maintained or if problems occur following initial marketing. For patented
technologies, delays imposed by the governmental approval process may materially
reduce the period during which we will have the exclusive right to exploit such
technologies.

If human clinical trials of a proposed medical product are
required, the manufacturer or distributor of the product will have to file an
Investigational Device Exemption or Investigational New Drug submission with the
FDA prior to commencing human clinical trials. The submission must be supported
by data, typically including the results of pre-clinical and laboratory testing.
Following submission of the Investigational Device Exemption or Investigational
New Drug, the FDA has 30 days to review the application and raise safety and
other clinical trial issues. If we are not notified of objections within that
period, clinical trials may be initiated, and human clinical trials may commence
at a specified number of investigational sites with the number of patients
approved by the FDA.

Reports to security holders

We are not required to deliver an annual report to our
shareholders 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 and our filings are available to the public over the
internet at the Securities and Exchange Commission's website at
http://www.sec.gov.

The public may read and copy any materials filed by us with the
Securities and Exchange Commission at the Securities and Exchange Commission's
Public Reference Room at 100 F Street N.E. Washington D.C. 20549. The public may
obtain information on the operation of the Public Reference Room by calling the
Securities and Exchange Commission at 1-800-732-0330.

Going Concern

We anticipate that additional funding will be required in the
form of equity financing from the sale of our common stock. At this time, we
cannot provide investors with any assurance that we will be able to raise
sufficient funding from the sale of our common stock or through a loan from our
directors to meet our obligations over the next twelve months. We do not have
any arrangements in place for any future equity financing.

RISK FACTORS

Much of the information included in this annual report includes
or is based upon estimates, projections or other "forward looking statements".
Such forward looking statements include any projections or estimates made by us
and our management in connection with our business operations. 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.

Such estimates, projections or other "forward looking
statements" involve various risks and uncertainties as outlined below. We
caution the reader that important factors in some cases have affected and, in
the future, could materially affect actual results and cause actual results to
differ materially from the results expressed in any such estimates, projections
or other "forward looking statements".

Our common shares are considered speculative during the
development of our new business operations. Prospective investors should
consider carefully the risk factors set out below.

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RISKS RELATED TO OUR BUSINESS

We have had negative cash flows from operations since
inception. We will require significant additional financing, the availability of
which cannot be assured, and if our company is unable to obtain such financing,
our business may fail.

To date, we have had negative cash flows from operations and
have depended on sales of our equity securities and debt financing to meet our
cash requirements. Our ability to develop and, if warranted, commercialize our
technologies, will be dependent upon our ability to raise significant additional
financing. If we are unable to obtain such financing, we will not be able to
fully develop our business. Specifically, we will need to raise additional funds
to:

- support our planned growth and carry out our business plan;
- continue scientific progress in our research and development programs;
- address costs and timing of conducting clinical trials and seek regulatory
  approvals and patent prosecutions;
- address competing technological and market developments; and
- establish additional collaborative relationships.

We may not be able to obtain additional equity or debt
financing on acceptable terms as required. Even if financing is available, it
may not be available on terms that are favourable to us or in sufficient amounts
to satisfy our requirements. If we require, but are unable to obtain, additional
financing in the future, we may be unable to implement our business plan and our
growth strategies, respond to changing business or economic conditions,
withstand adverse operating results and compete effectively. More importantly,
if we are unable to raise further financing when required, we may be forced to
scale down our operations and our ability to generate revenues may be negatively
affected.

We have a history of losses and nominal operating results,
which raise substantial doubt about our ability to continue as a going
concern.

Since inception through January 31, 2008, we have a net loss of
$856,380. We can offer no assurance that we will operate profitably or that we
will generate positive cash flow in the future. In addition, our operating
results in the future may be subject to significant fluctuations due to many
factors not within our control, such as the level of competition and general
economic conditions.

Our company's operations will be subject to all the risks
inherent in the establishment of a developing enterprise and the uncertainties
arising from the absence of a significant operating history. No assurance can be
given that we may be able to operate on a profitable basis.

Due to the nature of our business and the early stage of our
development, our securities must be considered highly speculative. We have not
realized a profit from our operations to date and there is little likelihood
that we will realize any profits in the short or medium term. Any profitability
in the future from our business will be dependent upon the successful
commercialization or licensing of our core technology, which itself is subject
to numerous risks.

We expect to continue to incur development costs and operating
costs. Consequently, we expect to incur operating losses and negative cash flows
until our technology gains market acceptance sufficient to generate a
sustainable level of income from the commercialization or licensing of our
technology.

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Our inability to complete our product development activities
successfully may severely limit our ability to operate and finance operations.

Commercialization of our core technology will require
significant additional research and development as well as substantial clinical
trials. We believe that the United States will be the principal market for our
technology, as will any country in the world where the need for anti cancer
therapeutics, initially for skin cancer and melanomas, exists. We may not be
able to successfully complete development of our core technology, or
successfully market our technology. We, and any of our potential collaborators,
may encounter problems and delays relating to research and development,
regulatory approval and intellectual property rights of our technology. Our
research and development programs may not be successful. Our core technology may
not prove to be safe and efficacious in clinical trials, and we may not obtain
the intended regulatory approvals for our core technology. Whether or not any of
these events occur, we may not have adequate resources to continue operations
for the period required to resolve the issue delaying commercialization and we
may not be able to raise capital to finance our continued operation during the
period required for resolution of that issue.

We may lose our competitiveness if we are not able to
protect our proprietary technology and intellectual property rights against
infringement, and any related litigation may be time-consuming and
costly.

Our success and ability to compete depends to a significant
degree on our proprietary technology. If any of our competitors copy or
otherwise gain access to our proprietary technology or develop similar
technologies independently, we may not be able to compete as effectively. The
measures we have implemented to protect our proprietary technology and other
intellectual property rights are currently based upon a combination of patents
and trade secrets. This, however, may not be adequate to prevent the
unauthorized use of our proprietary technology and our other intellectual
property rights. Further, the laws of foreign countries may provide inadequate
protection of such intellectual property rights. We may need to bring legal
claims to enforce or protect such intellectual property rights. Any litigation,
whether successful or unsuccessful, may result in substantial costs and a
diversion of our company's resources. In addition, notwithstanding our rights to
our intellectual property, other persons may bring claims against us alleging
that we have infringed on their intellectual property rights or claims that our
intellectual property rights are not valid. Any claims against us, with or
without merit, could be time consuming and costly to defend or litigate, divert
our attention and resources, result in the loss of goodwill associated with our
business or require us to make changes to our technology.

Our company may become subject to intellectual property
litigation which may harm our business.

Our success depends in part on our ability to develop
commercially viable products without infringing the proprietary rights of
others. Although we have not been subject to any filed infringement claims,
other patents could exist or could be filed which may prohibit or limit our
ability to market our products or maintain a competitive position. In the event
of an intellectual property dispute, we may be forced to litigate. Intellectual
property litigation may divert management's attention from developing our
technology and may force us to incur substantial costs regardless of whether we
are successful. An adverse outcome could subject us to significant liabilities
to third parties, and force us to curtail or cease the development and
commercialization of our technology.

If our company commercializes or tests our technology, our
company will be subject to potential product liability claims which may affect
our earnings and financial condition.

We face an inherent business risk of exposure to product
liability claims in the event that the use of our core technology during
research and development efforts, including clinical trials, or after
commercialization, results in adverse affects. As a result, we may incur
significant product liability exposure, which may exceed any insurance coverage
that we obtain in the future. Even if we elect to purchase such issuance in the
future, we may not be able to maintain adequate levels of insurance at
reasonable cost and/or reasonable terms. Excessive insurance costs or uninsured
claims may increase our operating loss and affect our financial condition.

11

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If we fail to effectively manage the growth of our company
and the commercialization or licensing of our technology, our future business
results could be harmed and our managerial and operational resources may be
strained.

As we proceed with the development of our technology and the
expansion of our marketing and commercialization efforts, we expect to
experience significant growth in the scope and complexity of our business. We
will need to add staff to manage operations, handle business development efforts
and perform finance and accounting functions. We anticipate that we will be
required to hire a broad range of additional personnel in order to successfully
advance our operations. This growth is likely to place a strain on our
management and operational resources. The failure to develop and implement
effective systems, or to hire and retain sufficient personnel for the
performance of all of the functions necessary to effectively service and manage
our potential business, or the failure to manage growth effectively, could have
a material adverse effect on our business and financial condition.

Failure to obtain and maintain required regulatory approvals
will severely limit our ability to commercialize our technology.

We believe that it is important for the success of our business
to obtain the approval of the Food and Drug Administration in the United States
(FDA) before we commence commercialization of our technology in the United
States, the principal market for our technology. We may also be required to
obtain additional approvals from foreign regulatory authorities to apply for any
sales activities we may carry out in those jurisdictions. If we cannot
demonstrate the safety, reliability and efficacy of our technology, the FDA or
other regulatory authorities could delay or withhold regulatory approval of our
technology.

Even if we obtain regulatory approval of our technology, that
approval may be subject to limitations on the indicated uses for which it may be
marketed. Even after granting regulatory approval, the FDA and other regulatory
agencies and governments in other countries will continue to review and inspect
any future marketed products as well as any manufacturing facilities that we may
establish in the future. Later discovery of previously unknown problems with a
product or facility may result in restrictions on the product, including a
withdrawal of the product from the market. Further, governmental regulatory
agencies may establish additional regulations which could prevent or delay
regulatory approval of our technology.

Even if we obtain regulatory approval to commercialize our
products, lack of commercial acceptance may impair our business.

Our product development efforts are primarily directed toward
obtaining regulatory approval for our cyplasin protein product treatments. Our
products may not be employed in all potential applications being investigated,
and any reduction in applications may limit the market acceptance of our
products and our potential revenues. As a result, even if our products are
developed into marketable products and we obtain all required regulatory
approvals, we cannot be certain that our products will be adopted at a level
that would allow us to operate profitably.

If we do not keep pace with our competitors, technological
advancements and market changes, our technology may become obsolete and our
business may suffer.

The market for our technology is very competitive, is subject
to rapid technological changes and varies for different individual products. We
believe that there are potentially many competitive approaches being pursued
that compete with our technology, including some by private companies for which
information is difficult to obtain.

Many of our competitors have significantly greater resources
and have developed products and processes that directly compete with our
technology. Our competitors may develop, or may in the future develop, new
technologies that directly compete with our technology or even render our
technology obsolete. Our technology is designed to develop a topical treatment
for skin cancer and melanoma. Even if we are able to demonstrate improved or
equivalent results from our technology, researchers and practitioners may not
use our technology and we may suffer a competitive disadvantage. Finally, to the
extent that others develop new technologies that address the targeted
application for our current technology, our business will suffer.

12

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Our ability to hire and retain key personnel will be an
important factor in the success of our business and a failure to hire and retain
key personnel may result in our inability to manage and implement our business
plan.

We are highly dependent upon our management personnel such as
Christian Petzelt who discovered the cyplasin proteins selective cytotoxic
effects. The loss of the services of one or more of our management may impair
management's ability to operate our company. We have not purchased key man
insurance on any of these individuals, which insurance would provide us with
insurance proceeds in the event of their death. Without key man insurance, we
may not have the financial resources to develop or maintain our business until
we could replace the individual or to replace any business lost by the death of
that person. The competition for qualified personnel in the markets in which we
operate is intense. In addition, in order to manage growth effectively, we must
implement management systems and recruit and train new employees. We may not be
able to attract and retain the necessary qualified personnel. If we are unable
to retain or to hire qualified personnel as required, we may not be able to
adequately manage and implement our business.

Most 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.

Although we are organized under the laws of the State of
Nevada, United States, our principal business office is located in Edmonton,
Alberta, Canada. Outside the United States, it may be difficult for investors to
enforce judgments against us that are obtained in the United States in any
action, including actions predicated upon civil liability provisions of federal
securities laws. In addition, a majority of our directors and officers reside
outside the United States, and nearly all of the assets of these persons and our
assets are located outside of the United States. As a result, it may not be
possible for investors to effect service of process within the United States
upon such persons or to enforce against us or such persons judgments predicated
upon the liability provisions of United States securities laws. There is
substantial doubt as to the enforceability against us or any of our directors
and officers located outside the United States in original actions or in actions
of enforcement of judgments of United States courts or liabilities predicated on
the civil liability provisions of United States federal securities laws. In
addition, as the majority of our assets are located outside of the United
States, it may be difficult to enforce United States bankruptcy proceedings
against us. Under bankruptcy laws in the United States, courts typically have
jurisdiction over a debtor's property, wherever it is located, including
property situated in other countries. Courts outside of the United States may
not recognize the United States bankruptcy court's jurisdiction. Accordingly,
you may have trouble administering a United States bankruptcy case involving a
Nevada company as debtor with most of its property located outside the United
States. Any orders or judgments of a bankruptcy court obtained by you in the
United States may not be enforceable.

Our business is subject to comprehensive government
regulation and any change in such regulation may have a material adverse effect
on our company.

There is no assurance that the laws, regulations, policies or
current administrative practices of any government body, organization or
regulatory agency in the United States or any other jurisdiction, will not be
changed, applied or interpreted in a manner which will fundamentally alter the
ability of our company to carry on our business. The actions, policies or
regulations, or changes thereto, of any government body or regulatory agency, or
other special interest groups, may have a detrimental effect on our company. Any
or all of these situations may have a negative impact on our operations.

RISKS RELATED TO OUR COMMON STOCK

A decline in the price of our common stock could affect our
ability to raise further working capital and adversely impact our ability to
continue operations.

A prolonged decline in the price of our common stock could
result in a reduction in the liquidity of our common stock and a reduction in
our ability to raise capital. Because a significant portion of our operations
has been and will be financed through the sale of equity securities, a decline
in the price of our common stock could be especially detrimental to our
liquidity and our operations. Such reductions may force us to reallocate funds
from other planned uses and may have a significant negative effect on our
business plans and operations, including our ability to

13

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develop new products and continue our current operations. If
our stock price declines, we can offer no assurance that we will be able to
raise additional capital or generate funds from operations sufficient to meet
our obligations. If we are unable to raise sufficient capital in the future, we
may not be able to have the resources to continue our normal operations.

The market price for our common stock may also be affected by
our ability to meet or exceed expectations of analysts or investors. Any failure
to meet these expectations, even if minor, may have a material adverse effect on
the market price of our common stock.

If we issue additional shares in the future, it will result
in the dilution of our existing shareholders.

Our certificate of incorporation authorizes the issuance of up
to 465,000,000 shares of common stock. Our board of directors may choose to
issue some or all of such shares to acquire one or more businesses or to provide
additional financing in the future. The issuance of any such shares will result
in a reduction of the book value and market price of the outstanding shares of
our common stock. If we issue any such additional shares, such issuance will
cause a reduction in the proportionate ownership and voting power of all current
shareholders. Further, such issuance may result in a change of control of our
corporation.

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

The Securities and Exchange Commission has adopted regulations
which generally define "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 Securities and
Exchange Commission, which provides information about penny stocks and the
nature and level of risks in the penny stock market. The broker-dealer also must
provide the customer with current bid and offer quotations for the penny stock,
the compensation of the broker-dealer and its salesperson in the transaction and
monthly account statements showing the market value of each penny stock held in
the customer's account. The bid and offer quotations, and the broker-dealer and
salesperson compensation information, must be given to the customer orally or in
writing prior to effecting the transaction and must be given to the customer in
writing before or with the customer's confirmation. In addition, the penny stock
rules require that prior to a transaction in a penny stock not otherwise exempt
from these rules; the broker-dealer must make a special written determination
that the penny stock is a suitable investment for the 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.

The Financial Industry Regulatory Authority, or FINRA, has
adopted sales practice requirements which may also limit a stockholder's ability
to buy and sell our stock.

In addition to the "penny stock" rules described above, FINRA
has adopted rules that require that in recommending an investment to a customer,
a broker-dealer must have reasonable grounds for believing that the investment
is suitable for that customer. Prior to recommending speculative low priced
securities to their non-institutional customers, broker-dealers must make
reasonable efforts to obtain information about the customer's financial status,
tax status, investment objectives and other information. Under interpretations
of these rules, FINRA believes that there is a high probability that speculative
low priced securities will not be suitable for at least some customers. FINRA
requirements make it more difficult for broker-dealers to recommend that their
customers buy our common stock, which may limit your ability to buy and sell our
stock and have an adverse effect on the market for our shares.

14

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Our common stock is illiquid and the price of our common
stock may be negatively impacted by factors which are unrelated to our
operations.

Our common stock currently trades on a limited basis on the OTC
Bulletin Board. Trading of our stock through the OTC Bulletin Board is
frequently thin and highly volatile. There is no assurance that a sufficient
market will develop in the stock, in which case it could be difficult for
shareholders to sell their stock. The market price of our common stock could
fluctuate substantially due to a variety of factors, including market perception
of our ability to achieve our planned growth, quarterly operating results of our
competitors, trading volume in our common stock, changes in general conditions
in the economy and the financial markets or other developments affecting our
competitors or us. In addition, the stock market is subject to extreme price and
volume fluctuations. This volatility has had a significant effect on the market
price of securities issued by many companies for reasons unrelated to their
operating performance and could have the same effect on our common stock.

Item 2. Description of Property.

As per our Business Plan and under our direct supervision we
are outsourcing our entire research and development, preclinical and
manufacturing activities to competent third party Clinical Research
Organizations and other arms length parties.

Consequently we do not own any real property. Our principal
business offices are located at Unit 131 Advanced Technology Center, 9650 - 20th
Avenue NW, Edmonton, Alberta Canada. We lease approximately 500 sq. feet at a
cost of $193.75 per month for our use of these premises. We believe that our
current lease arrangements provide adequate pace for our foreseeable future
needs.

Item 3. 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 stockholder,
is an adverse party or has a material interest adverse to our interest. The
outcome of open unresolved legal proceedings is presently indeterminable. Any
settlement resulting from resolution of these contingencies will be accounted
for in the period of settlement. We do not believe the potential outcome from
these legal proceedings will significantly impact our financial position,
operations or cash flows.

Item 4. Submissions of Matters to a Vote of Security
Holders.

None.

PART II

Item 5. Market for Common Equity and Related Stockholder
Matters and Small Business Issuer Purchases of Equity Securities.

Our shares of common stock were initially approved for
quotation on the OTCBB under the name Glass Wave Enterprises, Inc. under the
symbol, GWEI on October 24, 2006. Effective February 16, 2007, we changed our
name to Cyplasin Biomedical Ltd. and our trading symbol was changed to CYPL.
The following quotations obtained from Stockwatch reflect the high and low bids
for our common stock based on inter-dealer prices, without retail mark-up,
mark-down or commission and may not represent actual transactions.

15

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The high and low bid prices of our shares of common stock for
the periods indicated below are as follows:

Quarter Ended
    High
    LowJanuary 31, 2008
    $1.54
    $0.62October 31, 2007
    $1.45
    $0.55July 31, 2007
    $1.95
    $0.75April 30, 2007
    $2.25
    $0.32January 31, 2007
    $40.00
    $0.32October 31, 2006
    N/A
    N/AJuly 31, 2006
    N/A
    N/AApril 30, 2006
    N/A
    N/AJanuary 31, 2006
    N/A
    N/A


Our shares of common stock are issued in registered form. The
registrar and transfer agent for our shares of common stock is Pacific Stock
Transfer Company, Suite 240, 500 E. Warm Springs Road, Las Vegas, Nevada 89119
(Telephone: 702.361.3303; Facsimile: 702. 433.1979) .

On April 22, 2008, the list of stockholders for our shares of
  common stock showed 15 registered stockholders and 39,584,000 shares of common
  stock outstanding.

Securities Authorized For Issuance Under Equity Compensation
Plans

On March 31, 2007 our board of directors approved our 2007
stock option plan. Under the 2007 stock option plan, options may be granted only
to our directors, officers, employees and consultants as determined by our board
of directors. Pursuant to the Plan, we reserved for issuance 3,000,000 shares of
our common stock. As at January 31, 2008, there were 2,110,000 shares of our
common stock still available for future grant under the plan.

The following table summarizes certain information regarding
our equity compensation plan as at April 22, 2008:

Plan
      category
    Number of securities to be issued
      upon exercise of outstanding options,
      warrants and rights
    Weighted-average exercise price
      of outstanding options, warrants and rights
    Number of securities remaining available
      for future issuance under equity compensation
      plans (excluding securities reflected in
      column)Equity compensation plans     
      approved by security      holders
    N/A
    $ N/A
    N/AEquity compensation plans
           not approved by security
           holders
    890,000
    0.65
    2,110,000Total
    890,000
    $
      0.65
    2,110,000


Dividends

We have not declared or paid any cash dividends since inception
and we 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 shares of

16

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common stock other than as described below, we intend to retain
future earnings for use in our operations and the expansion of our business.

Recent Sales of Unregistered Securities

In connection with the closing of the asset purchase agreement
on February 15, 2007, our company issued 21,000,000 post-split shares of our
common stock to Christian Petzelt. We issued the common shares in an offshore
transaction in reliance upon Regulation S and/or Section 4(2) of the Securities
Act of 1933 to non-U.S. Persons (as that term is defined in Regulation S under
the Securities Act of 1933).

On February 15, 2007, we closed a private placement of 500,000
Units for gross proceeds of $500,000. Each Unit consists of one common share and
one common share purchase warrant. Each common share purchase warrant is
exercisable into one common share at a price of $1.25 per warrant share for a
period of twenty-four months. The proceeds will be used for working capital. We
issued all of the 500,000 common shares to a non U.S. person (as that term is
defined in Regulation S of the Securities Act of 1933) in an offshore
transaction relying on Regulation S and/or Section 4(2) of the Securities Act of
1933.

On May 11, 2007, we granted stock options to certain employees
and directors for the option to purchase an aggregate of 890,000 shares of our
common stock at an exercise price of $0.76 per share, exercisable until May 10,
2012. The options are subject to vesting provisions as set forth in the stock
option agreements dated May 11 ,2007. We issued the securities to non U.S.
persons (as that term is defined in Regulation S of the Securities Act of 1933)
in an offshore transaction relying on Regulation S and/or Section 4(2) of the
Securities Act of 1933.

Purchases of Equity Securities by the Issuer and Affiliated
Purchasers

We did not purchase any of our shares of common stock or other
securities during the fiscal year ended January 31, 2008.

Item 6. Managements Discussion and Analysis or Plan of
Operation.

The following is a discussion and analysis of our plan of
operation for the next year ended January 31, 2009, and the factors that could
affect our future financial condition and plan of operation.

This discussion and analysis should be read in conjunction with
our financial statements and the notes thereto included elsewhere in this annual
report. Our financial statements are prepared in accordance with United States
generally accepted accounting principles. All references to dollar amounts in
this section are in United States dollars unless expressly stated otherwise.
Please see our Note on Forward Looking Statements and Risk Factors for a
list of our risk factors.

Plan of Operation and cash requirements

We have not generated any revenues from our technologies to
date. We are a development stage company and we anticipate that we will require
significant time and financing before our technologies are developed to a
marketable state.

As of January 31, 2008, our company had working capital of
$429,401. We estimate our operating expenses and
working capital requirements for the next twelve month period to be as
follows:

Estimated Expenses for the Next Twelve Month PeriodOperating ExpensesManufacturing / Scale up
    $
    600,000Research
      and Development
    $
      750,000


17

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General
      and Administrative
    $
      250,000Patent Maintenance
    $
    80,000Employee
      and Consultant Compensation
    $
      135,000PreClinical Toxicology / CRO Planning Stage
    $
      200,000Business
      Development and Travel Expenses
    $
    40,000Total
    $
    2,065,000


Liquidity and Capital Resources

Our principal capital resources have been through the issuance
of common stock, although we may use shareholder loans, advances from related
parties, or borrowing in the future.

At January 31, 2008, we had working capital of $429,401
compared to a working capital of $62,846 as at January 31, 2007.

At January 31, 2008, our total current assets were $466,101
which consisted of cash of $437,514, receivable of $11,984 and prepaids of
$16,603 compared to total current assets of $377,855 as at January 31, 2007.

At January 31, 2008, our total current liabilities were
$36,700, compared to total current liabilities of $313,009 as at January 31,
2007.

For the year ended January 31, 2008, we incurred a loss of
$919,049 compared to a net income of $1,369 as at January 31, 2007 and a net
loss of $856,380 since incorporation. The principal components of the loss for
the year ended January 31, 2007 were management fees, general and administrative
and research and development.

Operating expenses for the year ended January 31, 2008 were
$856,380 compared to $14,324 as at January 31, 2007.

At January 31, 2008, we had cash on hand of $437,514compared to
$149,159 as at January 31, 2007.

Product Research and Development

For the next twelve months, we estimate that our research and
development costs will be approximately $225,000.

Purchase of Significant Equipment

We do not intend to purchase any significant equipment over the
twelve month period ending January 31, 2009.

Off-Balance Sheet Arrangements

As of January 31, 2008, our company had no off-balance sheet
arrangements, including any outstanding derivative financial statements,
off-balance sheet guarantees, interest rate swap transactions or foreign
currency contracts. Our company does not engage in trading activities involving
non-exchange traded contracts.

Employees

At this time, our company has no employees.

Off-Balance Sheet Arrangements

There are no off-balance sheet arrangements that have, or are
reasonably likely to have, a current or future effect on our financial
condition, changes in financial condition, revenues or expenses, results of
operations, liquidity, capital expenditures or capital resources that is
material to investors.

18

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Our principal capital resources have been acquired through the
subscription and issuance of common stock, although we have also used
stockholder loans and advances from related parties.

Recent Accounting Pronouncements

In February 2007, the Financial Accounting Standards Board
(FASB) issued SFAS No. 159, The Fair Value Option for Financial Assets and
Financial Liabilities. This Statement permits entities to choose to measure
many financial assets and financial liabilities at fair value. Unrealized gains
and losses on items for which the fair value option has been elected are
reported in earnings. SFAS No. 159 is effective for fiscal years beginning after
November 15, 2007, which for our company would be the fiscal year beginning
February 1, 2008. We are currently assessing the impact of SFAS No. 159 on its
financial position and results of operations.

In December 2007, the FASB issued SFAS No. 160, Noncontrolling
Interests in Consolidated Financial Statements. This Statement amends ARB 51 to
establish accounting and reporting standards for the noncontrolling (minority)
interest in a subsidiary and for the deconsolidation of a subsidiary. It
clarifies that a noncontrolling interest in a subsidiary is an ownership
interest in the consolidated entity that should be reported as equity in the
consolidated financial statements. We have not yet determined the impact, if
any, that SFAS No. 160 will have on its consolidated financial statements. SFAS
No. 160 is effective for our companys fiscal year beginning October 1,
2009.

In December 2007, the FASB issued SFAS No. 141 (Revised)
Business Combinations. SFAS 141 (Revised) establishes principles and
requirements for how the acquirer of a business recognizes and measures in its
financial statements the identifiable assets acquired, the liabilities assumed,
and any noncontrolling interest in the acquiree. The statement also provides
guidance for recognizing and measuring the goodwill acquired in the business
combination and determines what information to disclose to enable users of the
financial statements to evaluate the nature and financial effects of the
business combination. The guidance will become effective for the fiscal year
beginning after December 15, 2008. Management is in the process of evaluating
the impact SFAS 141 (Revised) will have on our companys consolidated financial
statements upon adoption.

Application of Critical Accounting Policies

Our audited financial statements and accompanying notes have
been prepared in conformity with generally accepted accounting principles in the
United States of America for audited financial statements. 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 financial statements is
critical to an understanding of our financials.

Our audited financial statements and accompanying notes have
been prepared in conformity with generally accepted accounting principles in the
United States of America for audited financial statements. 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 financial statements is
critical to an understanding of our financials.

Foreign Currency Translation

The Company's functional currency is the Canadian dollar. The
financial statements of the Company are translated to United States dollar
equivalents in accordance with SFAS No. 52, Foreign Currency Translation.
Monetary assets and liabilities denominated in foreign currencies are translated
into United States dollar equivalents at rates of exchange in effect at the
balance sheet date. Average rates for the year are used to translate revenues
and expenses.

The cumulative translation adjustment is reported as a separate
component of accumulated other comprehensive income, whereas gains and losses
arising from foreign currency translations are included in results of
operations.

19

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Stock-Based Compensation

The Company has adopted SFAS No. 123(R), Share-Based Payment,
which requires the compensation cost related to share-based payments, such as
stock options and employee stock purchase plans, be recognized in the financial
statements based on the grant-date fair value of the award.

Item 7. Financial Statements.

20

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|CYPLASIN BIOMEDICAL, LTD.              
|---------------------------------------
|(formerly Glass Wave Enterprises, Inc.)
|(A Development Stage Company)          
|                                       
|January 31, 2008                       

|                                                              | Index     
|------------------------------------------------------------- | ----------
|                                                              |           
|                                                              |           
|Report of Independent Registered
      Public Accounting Firm | F1       
|Consolidated Balance Sheets                                   | F2       
|Consolidated Statements
      of Operations                   | F3       
|Consolidated Statement of Stockholders
      Equity          | F4       
|Consolidated Statements
      of Cash Flows                   | F5       
|Notes to Consolidated Financial Statements                    | F6  F-13

---

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM

To the Stockholders and Board of Directors ofCyplasin
Biomedical, Ltd. (formerly Glass Wave Enterprises, Inc.) (a development
stage company):

We have audited the accompanying consolidated balance sheets of
Cyplasin Biomedical, Ltd. (formerly Glass Wave Enterprises, Inc.) as of January
31, 2008 and 2007 and the related consolidated statements of operations,
stockholders equity and cash flows for the years then ended and for the period
from February 15, 2007 (date of reporting as a development stage company) to
January 31, 2008. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

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

In our opinion, these consolidated financial statements present
fairly, in all material respects, the financial position of the Company as of
January 31, 2008 and 2007 and the results of its operations and its cash flows
for the years then ended and for the period from February 15, 2007 (date of
reporting as a development stage company) to January 31, 2008 in conformity with
accounting principles generally accepted in the United States of America.

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, the Company has not generated
revenues since inception, has incurred losses in developing its business, and
further losses are anticipated. The Company requires additional funds to meet
its obligations and the costs of its operations. These factors raise substantial
doubt about the Companys ability to continue as a going concern. Managements
plans in this regard are described in Note 1. The financial statements do not
include any adjustments that might result from the outcome of this
uncertainty.

/s/ DMCL

DALE MATHESON CARR-HILTON LABONTELLPCHARTERED ACCOUNTANTS

Vancouver, Canada April 4, 2008

F-1

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|CYPLASIN BIOMEDICAL, LTD.              
|---------------------------------------
|(formerly Glass Wave Enterprises, Inc.)
|(A Development Stage Company)          
|Consolidated Balance Sheets            

|                                                                    |  | January 31, |  
|------------------------------------------------------------------- |  | ----------- | -
|                                                                    |  | 2008        |  
|ASSETS                                                              |  | $           |  
|                                                                    |  |             |  
|Current Assets                                                      |  |             |  
|Cash                                                                |  | 437,514     |  
|Receivables                                                         |  | 11,984      |  
|Prepaids                                                            |  | 16,603      |  
|Inventory                                                           |  |            |  
|Total Current Assets                                                |  | 466,101     |  
|Equipment (Note 3)                                                  |  | 1,747       |  
|Patent (Note 4 and
      5)                                         |  | 101         |  
|Total Assets                                                        |  | 467,949     |  
|                                                                    |  |             |  
|LIABILITIES AND STOCKHOLDERS EQUITY                                |  |             |  
|Current Liabilities                                                 |  |             |  
|Accounts payable and accrued
      liabilities                      |  | 36,700      |  
|Due to related party (Note 6)                                       |  |            |  
|Income taxes payable                                                |  |            |  
|Total Current
      Liabilities                                     |  | 36,700      |  
|                                                                    |  |             |  
|Contingency (Note 1)                                                |  |             |  
|Commitments (Note 6)                                                |  |             |  
|Stockholders Equity                                                |  |             |  
|Common stock                                                        |  |             |  
|Authorized: 465,000,000 shares,
      par value $0.001              |  |             |  
|Issued and
      outstanding: 39,584,000 shares (January 31, 2007  |  |             |  
|70,804,000) (Note 7)                                                |  | 39,584      |  
|Additional paid-in capital                                          |  | 1,232,149   |  
|Accumulated other comprehensive income (loss)                       |  | 70,171      |  
|Retained earnings (deficit)                                         |  | (54,275     | )
|Deficit accumulated during the development stage                    |  | (856,380    | )
|Total Stockholders Equity                                          |  | 431,249     |  
|Total Liabilities
      and Stockholders Equity                    |  | 467,949     |  

The accompanying notes are an integral part of these
consolidated financial statements.

F-2

---

|CYPLASIN BIOMEDICAL, LTD.              
|---------------------------------------
|(formerly Glass Wave Enterprises, Inc.)
|(A Development Stage Company)          
|Consolidated Statements of Operations  

|                                                              |  | Accumulated From   |   |  |             |   |  |             |  
|------------------------------------------------------------- |  | ------------------ | - |  | ----------- | - |  | ----------- | -
|                                                              |  | February 15, 2007  |   |  |             |   |  |             |  
|                                                              |  | (date of reporting |   |  |             |   |  |             |  
|                                                              |  | as a development   |   |  |             |   |  |             |  
|                                                              |  | stage company)     |   |  | Year        |   |  | Year        |  
|                                                              |  | to                 |   |  | Ended       |   |  | Ended       |  
|                                                              |  | January 31,        |   |  | January 31, |   |  | January 31, |  
|                                                              |  | 2008               |   |  | 2008        |   |  | 2007        |  
|                                                              |  | $                  |   |  | $           |   |  | $           |  
|                                                              |  |                    |   |  |             |   |  |             |  
|                                                              |  |                    |   |  |             |   |  |             |  
|Operating Expenses                                            |  |                    |   |  |             |   |  |             |  
|                                                              |  |                    |   |  |             |   |  |             |  
|Consulting                                                    |  |                   |   |  |            |   |  | 12,500      |  
|General and administrative (Note 6 and 9)                     |  | 255,007            |   |  | 255,007     |   |  | 1,624       |  
|Management fees (Note 6 and 9)                                |  | 71,357             |   |  | 71,357      |   |  |            |  
|Research and development (Note 6 and 9)                       |  | 530,016            |   |  | 530,016     |   |  |            |  
|                                                              |  |                    |   |  |             |   |  |             |  
|Net Loss Before Discontinued Operations                       |  | (856,380           | ) |  | (856,380    | ) |  | (14,324     | )
|                                                              |  |                    |   |  |             |   |  |             |  
|Discontinued
      operations (Note 5)                        |  |                   |   |  | (62,669     | ) |  | 15,693      |  
|Net Income (Loss)                                             |  | (856,380           | ) |  | (919,049    | ) |  | 1,369       |  
|                                                              |  |                    |   |  |             |   |  |             |  
|                                                              |  |                    |   |  |             |   |  |             |  
|Loss Per Share  Basic and Diluted                            |  |                    |   |  | (0.02       | ) |  | 0.00        |  
|                                                              |  |                    |   |  |             |   |  |             |  
|                                                              |  |                    |   |  |             |   |  |             |  
|Weighted Average Shares Outstanding  Basic
      and Diluted |  |                    |   |  | 39,354,137  |   |  | 71,784,959  |  
|                                                              |  |                    |   |  |             |   |  |             |  
|Comprehensive Loss                                            |  |                    |   |  |             |   |  |             |  
|Net Income (Loss)                                             |  |                    |   |  | (919,049    | ) |  | 1,369       |  
|Foreign Currency Translation
      Adjustment                 |  |                    |   |  | 70,339      |   |  | (3,483      | )
|                                                              |  |                    |   |  |             |   |  |             |  
|Total Comprehensive Income (Loss)                             |  |                    |   |  | (848,710    | ) |  | 2,114       |  

The accompanying notes are an integral part of these
consolidated financial statements.

F-3

---

|CYPLASIN BIOMEDICAL, LTD.                     
|----------------------------------------------
|(formerly Glass Wave Enterprises, Inc.)       
|(An Development Stage Company)                
|Consolidated Statement of Stockholders Equity

|                                     |  |             |   |  |         |   |  |            |   |  |               |   |  |           |   |  | Deficit     |   |  |          |  
|------------------------------------ |  | ----------- | - |  | ------- | - |  | ---------- | - |  | ------------- | - |  | --------- | - |  | ----------- | - |  | -------- | -
|                                     |  |             |   |  |         |   |  |            |   |  | Accumulated   |   |  |           |   |  | accumulated |   |  |          |  
|                                     |  |             |   |  | Common  |   |  | Additional |   |  | Other         |   |  | Retained  |   |  | during the  |   |  |          |  
|                                     |  | Common      |   |  | Stock   |   |  | Paid-in    |   |  | Comprehensive |   |  | earnings  |   |  | development |   |  |          |  
|                                     |  | Stock       |   |  | Amount  |   |  | Capital    |   |  | Income        |   |  | (deficit) |   |  | stage       |   |  | Total    |  
|                                     |  | #           |   |  | $       |   |  | $          |   |  | $             |   |  | $         |   |  | $           |   |  | $        |  
|Balance, January 31, 2006            |  | 72,106,000  |   |  | 72,106  |   |  | (14,455    | ) |  | 3,315         |   |  | 7,025     |   |  |            |   |  | 67,991   |  
|Common stock cancelled (Note 7)      |  | (1,302,000  | ) |  | (1,302  | ) |  | 252        |   |  |              |   |  |          |   |  |            |   |  | (1,050   | )
|Foreign currency translation         |  |            |   |  |        |   |  |           |   |  | (3,483        | ) |  |          |   |  |            |   |  | (3,483   | )
|Net income                           |  |            |   |  |        |   |  |           |   |  |              |   |  | 1,369     |   |  |            |   |  | 1,369    |  
|Balance, January 31, 2007 and        |  |             |   |  |         |   |  |            |   |  |               |   |  |           |   |  |             |   |  |          |  
|February 15, 2007 (date of reporting |  |             |   |  |         |   |  |            |   |  |               |   |  |           |   |  |             |   |  |          |  
|as a development stage company)      |  | 70,804,000  |   |  | 70,804  |   |  | (14,203    | ) |  | (168          | ) |  | 8,394     |   |  |            |   |  | 64,827   |  
|Common stock issued (Note 5)         |  | 21,000,000  |   |  | 21,000  |   |  | (20,999    | ) |  |              |   |  |          |   |  |            |   |  | 1        |  
|Common stock cancelled (Note 5)      |  | (53,320,000 | ) |  | (53,320 | ) |  | 53,320     |   |  |              |   |  |          |   |  |            |   |  |         |  
|Private placement  February 15,     |  |             |   |  |         |   |  |            |   |  |               |   |  |           |   |  |             |   |  |          |  
|2007                                 |  | 500,000     |   |  | 500     |   |  | 499,500    |   |  |              |   |  |          |   |  |            |   |  | 500,000  |  
|Private placement  June 21, 2007    |  | 600,000     |   |  | 600     |   |  | 599,400    |   |  |              |   |  |          |   |  |            |   |  | 600,000  |  
|Stock-based compensation (Note 9)    |  |            |   |  |        |   |  | 115,131    |   |  |              |   |  |          |   |  |            |   |  | 115,131  |  
|Foreign currency translation         |  |            |   |  |        |   |  |           |   |  | 70,339        |   |  |          |   |  |            |   |  | 70,339   |  
|Net loss                             |  |            |   |  |        |   |  |           |   |  |              |   |  | (62,669   | ) |  | (856,380    | ) |  | (919,049 | )
|Balance, January
      31, 2008      |  | 39,584,000  |   |  | 39,584  |   |  | 1,232,149  |   |  | 70,171        |   |  | (54,275   | ) |  | (856,380    | ) |  | 431,249  |  

The accompanying notes are an integral part of these
consolidated financial statements.

F-4

---

|CYPLASIN BIOMEDICAL, LTD.              
|---------------------------------------
|(formerly Glass Wave Enterprises, Inc.)
|(A Development Stage Company)          
|Consolidated Statements of Cash Flows  

|                                                                      |  | Accumulated        |   |  |             |   |  |             |  
|--------------------------------------------------------------------- |  | ------------------ | - |  | ----------- | - |  | ----------- | -
|                                                                      |  | From               |   |  |             |   |  |             |  
|                                                                      |  | February 15, 2007  |   |  |             |   |  |             |  
|                                                                      |  | (date of reporting |   |  |             |   |  |             |  
|                                                                      |  | as a development   |   |  |             |   |  |             |  
|                                                                      |  | stage company)     |   |  | Year        |   |  | Year        |  
|                                                                      |  | to                 |   |  | Ended       |   |  | Ended       |  
|                                                                      |  | January 31,        |   |  | January 31, |   |  | January 31, |  
|                                                                      |  | 2008               |   |  | 2008        |   |  | 2007        |  
|                                                                      |  | $                  |   |  | $           |   |  | $           |  
|                                                                      |  |                    |   |  |             |   |  |             |  
|                                                                      |  |                    |   |  |             |   |  |             |  
|Cash Flows From Operating Activities                                  |  |                    |   |  |             |   |  |             |  
|                                                                      |  |                    |   |  |             |   |  |             |  
|Net income (loss)                                                     |  | (919,049           | ) |  | (919,049    | ) |  | 1,369       |  
|                                                                      |  |                    |   |  |             |   |  |             |  
|Adjustments to
      reconcile net income (loss) to net cash          |  |                    |   |  |             |   |  |             |  
|provided by (used in) operating
      activities:                     |  |                    |   |  |             |   |  |             |  
|                                                                      |  |                    |   |  |             |   |  |             |  
|Depreciation                                                          |  | 165                |   |  | 165         |   |  | 1,252       |  
|Stock-based compensation                                              |  | 115,131            |   |  | 115,131     |   |  |            |  
|                                                                      |  |                    |   |  |             |   |  |             |  
|Changes in operating assets
      and liabilities:                    |  |                    |   |  |             |   |  |             |  
|                                                                      |  |                    |   |  |             |   |  |             |  
|Receivables                                                           |  | (11,984            | ) |  | (14,150     | ) |  | 39,279      |  
|Prepaid expenses                                                      |  | (16,603            | ) |  | (16,603     | ) |  | 7,024       |  
|Inventory                                                             |  |                   |   |  | 12,050      |   |  | (146,249    | )
|Accounts payable and accrued
      liabilities                        |  | 36,700             |   |  | 21,155      |   |  | 20,952      |  
|Income taxes
      payable                                            |  |                   |   |  | 1,318       |   |  | (276        | )
|Due to related party                                                  |  |                   |   |  | (25,374     | ) |  | 156,138     |  
|                                                                      |  |                    |   |  |             |   |  |             |  
|Net Cash Used in Continuing Operations                                |  | (795,640           | ) |  | (825,357    | ) |  | 79,489      |  
|Discontinued operations                                               |  | 62,669             |   |  | ( 54,615    | ) |  |            |  
|                                                                      |  |                    |   |  |             |   |  |             |  
|Net Cash Provided by (Used in) Operating Activities                   |  | (732,971           | ) |  | (879,972    | ) |  | 79,489      |  
|Cash Flows From Investing Activities                                  |  |                    |   |  |             |   |  |             |  
|                                                                      |  |                    |   |  |             |   |  |             |  
|Acquisition of equipment                                              |  | (1,912             | ) |  | ( 1,912     | ) |  |            |  
|Acquisition of patent                                                 |  | (100               | ) |  | ( 100       | ) |  |            |  
|Acquisition of investments                                            |  |                   |   |  |            |   |  | 8,780       |  
|                                                                      |  |                    |   |  |             |   |  |             |  
|Net Cash Provided
      by (Used in) Investing Activities             |  | (2,012             | ) |  | ( 2,012     | ) |  | 8,780       |  
|                                                                      |  |                    |   |  |             |   |  |             |  
|Cash Flows From Financing Activities                                  |  |                    |   |  |             |   |  |             |  
|                                                                      |  |                    |   |  |             |   |  |             |  
|Issuance of common stock                                              |  | 1,100,000          |   |  | 1,100,000   |   |  |            |  
|Consideration paid for share cancellation                             |  |                   |   |  |            |   |  | (1,050      | )
|                                                                      |  |                    |   |  |             |   |  |             |  
|Net Cash Provided By (Used in) Financing Activities                   |  | 1,100,000          |   |  | 1,100,000   |   |  | (1,050      | )
|                                                                      |  |                    |   |  |             |   |  |             |  
|Effect of Exchange Rate Changes                                       |  | 72,497             |   |  | 70,339      |   |  | (3,485      | )
|                                                                      |  |                    |   |  |             |   |  |             |  
|Increase in Cash                                                      |  | 437,514            |   |  | 288,355     |   |  | 83,734      |  
|Cash Beginning                                                       |  |                   |   |  | 149,159     |   |  | 65,425      |  
|                                                                      |  |                    |   |  |             |   |  |             |  
|Cash Ending                                                          |  | 437,514            |   |  | 437,514     |   |  | 149,159     |  
|                                                                      |  |                    |   |  |             |   |  |             |  
|Supplemental information for non-cash transactions: See
      Note 5. |  |                    |   |  |             |   |  |             |  
|                                                                      |  |                    |   |  |             |   |  |             |  
|Supplemental Disclosures                                              |  |                    |   |  |             |   |  |             |  
|                                                                      |  |                    |   |  |             |   |  |             |  
|Interest paid                                                         |  |                   |   |  |            |   |  |            |  
|Income taxes paid                                                     |  |                   |   |  |            |   |  | 4,850       |  

The accompanying notes are an integral part of these
consolidated financial statements.

F-5

---

|Cyplasin BioMedical, Ltd.                 
|------------------------------------------
|(formerly Glass Wave Enterprises, Inc.)   
|(A Development Stage Company)             
|Notes to Consolidated Financial Statements
|January 31, 2008                          

|1. | Nature of Operations                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | Cyplasin BioMedical, Ltd. (formerly Glass Wave
      Enterprises, Inc). (the Company) was incorporated in the State of Nevada
      on November 25, 2004. Effective January 31, 2005, the Company acquired all
      the outstanding common stock of Astro Nutrition Inc. (Astro), a company
      incorporated in the Province of British Columbia, Canada and under common
      control.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | The Company is based in Edmonton, Alberta, Canada and its
      principal business was the sale of vitamins and mineral supplements via
      the internet. On February 1, 2007, the Company entered into an asset
      purchase agreement (the Asset Purchase Agreement) to acquire certain
      intellectual property pertaining to cancer treatments (Note 5). On
      completion of the Asset Purchase Agreement and effective February 15,
      2007, the Company sold all of its interests in Astro to the former
      president of the Company. As a result of the transaction, management of
      the Company decided to no longer conduct the business of selling vitamins
      and mineral supplements online and to focus on the development of acquired
      cancer treatment technology. Accordingly, commencing February 15, 2007,
      the Company began reporting as a development stage enterprise, as defined
      by Statement of Financial Accounting Standards (SFAS) No. 7.                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | Going Concern                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | 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 is unlikely to pay dividends or generate significant earnings in
      the immediate or foreseeable future. The continuation of the Company as a
      going concern and the ability of the Company to emerge from the
      development stage are dependent upon its successful efforts to raise
      additional equity financing to continue operations and generate
      sustainable significant revenue. There is no guarantee that the Company
      will be able to raise adequate equity financings or generate profitable
      operations. As at January 31, 2008, the Company has working capital of
      $429,401 and has incurred accumulated losses of $910,655 from operations.
      These financial statements do not include any adjustment 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 Policies                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

F-6

---

|Cyplasin BioMedical, Ltd.                 
|------------------------------------------
|(formerly Glass Wave Enterprises, Inc.)   
|(A Development Stage Company)             
|Notes to Consolidated Financial Statements
|January 31, 2008                          

|2. | Summary of Significant Accounting Policies
    (continued)
|-- | ----------------------------------------------------------
|   |                                                           
|   | e)                                                        
|   |                                                           
|   |                                                           
|   |                                                           
|   | f)                                                        
|   |                                                           
|   |                                                           
|   |                                                           
|   | g)                                                        
|   |                                                           
|   |                                                           
|   |                                                           
|   | h)                                                        
|   |                                                           
|   |                                                           
|   |                                                           
|   | i)                                                        
|   |                                                           
|   |                                                           
|   |                                                           
|   | j)                                                        
|   |                                                           
|   |                                                           
|   |                                                           
|   |                                                           

F-7

---

|Cyplasin BioMedical, Ltd.                 
|------------------------------------------
|(formerly Glass Wave Enterprises, Inc.)   
|(A Development Stage Company)             
|Notes to Consolidated Financial Statements
|January 31, 2008                          

|2. | Summary of Significant Accounting Policies
    (continued)
|-- | ----------------------------------------------------------
|   |                                                           
|   | k)                                                        
|   |                                                           
|   |                                                           
|   |                                                           
|   | l)                                                        
|   |                                                           
|   |                                                           
|   |                                                           
|   |                                                           
|   |                                                           
|   | m)                                                        
|   |                                                           
|   |                                                           
|   |                                                           
|   |                                                           
|   |                                                           
|   | n)                                                        
|   |                                                           
|   |                                                           
|   |                                                           
|   | o)                                                        
|   |                                                           
|   |                                                           
|   |                                                           
|   |                                                           
|   |                                                           
|   |                                                           

F-8

---

|Cyplasin BioMedical, Ltd.                 
|------------------------------------------
|(formerly Glass Wave Enterprises, Inc.)   
|(A Development Stage Company)             
|Notes to Consolidated Financial Statements
|January 31, 2008                          

|2. | Summary of Significant Accounting Policies
    (continued)
|-- | ----------------------------------------------------------
|   |                                                           
|   | o)                                                        
|   |                                                           
|   |                                                           
|   |                                                           
|   |                                                           
|   |                                                           
|   |                                                           
|   |                                                           
|3. | Equipment                                                 

Equipment consisted of the following at
January 31:

2008
    
    
    2007$
    
    
    $Computer hardware
    
    1,670
    
    
    3,609Furniture and
      equipment
    
    242
    
    
    8451,912
    
    
    4,454Less: Accumulated
      depreciation
    
    (165
    )
    
    (2,473
    )1,747
    
    
    1,981


The equipment held at January 31, 2007
was disposed of as of February 15, 2007 pursuant to the Asset Purchase Agreement
(Note 5).

|4. | Patent
|-- | ------

On April 10, 2007, the Company entered
  into an asset purchase agreement with Bioxen Ltd., a company indirectly owned
  by a director of the Company, for the purchase of the rights, title and interest
  to certain intellectual property for $100. The cost of the patents was deemed
  to be indeterminable; therefore a nominal value has been assigned.

F-9

---

|Cyplasin BioMedical, Ltd.                 
|------------------------------------------
|(formerly Glass Wave Enterprises, Inc.)   
|(A Development Stage Company)             
|Notes to Consolidated Financial Statements
|January 31, 2008                          

|5. | Asset Purchase Agreement                                                                                                                                                                                                                                                                                                                         
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                  
|   | Pursuant to the Asset Purchase Agreement, dated February
      1, 2007, for the acquisition of intellectual property, the Company issued
      21,000,000 shares of its common stock, which represented 53.9% of the
      capital of the Company. The former directors of the Company resigned and a
      new board of directors was appointed.
|   |                                                                                                                                                                                                                                                                                                                                                  
|   | The cost of the intellectual property, being a patent,
        was deemed to be indeterminable; therefore a nominal value has been assigned.
        These shares were recorded at a fair value of $0.80 per share, which was
        allocated as follows:                                                                                      

Patent
    $
    1Additional paid  in capital
    
    16,799,999$
    16,800,000


In connection with the closing of the
Asset Purchase Agreement, the Company cancelled 53,320,000 shares of its common
stock held by the former directors of the Company, who resigned in accordance
with the Asset Purchase Agreement. The Company was also obligated to complete a
private placement (Note 7). On completion of the Asset Purchase Agreement and
effective February 15, 2007, the Company sold all of its interests in its
wholly-owned subsidiary, Astro, to the former president of the Company.

The results of discontinued operations
of Astro are summarized as follows:

Year
    
    
    YearEnded
    
    
    EndedJanuary 31,
    
    
    January 31,2008
    
    
    2007$
    
    
    $Revenue
    
    72,795
    
    
    1,358,456Expenses
    
    (69,978
    )
    
    1,342,763Net operating income
    
    2,817
    
    
    15,693Loss on disposal
    
    (65,486
    )
    
    -Income (Loss) from
      discontinued operations
    
    (62,669
    )
    
    15,693


The Company realized a loss on the
proposed disposal of Astro, equal to the carrying value of the assets and
liabilities disposed of as of February 15, 2007:

Assets
    $
    336,632Liabilities
    
    (310,541
    )Amounts Astro owed to Glass Wave
      Enterprises, Inc.
    
    79,049Amounts owned to related parties
    
    (40,100
    )Investment in Astro
    
    1Comprehensive loss
    
    445$
    65,486


The results of operations and cash
flows of Astro for the period from February 1, 2007 to February 15, 2007 have
been reported on a discontinued basis.

F-10

---

|Cyplasin BioMedical, Ltd.                 
|------------------------------------------
|(formerly Glass Wave Enterprises, Inc.)   
|(A Development Stage Company)             
|Notes to Consolidated Financial Statements
|January 31, 2008                          

|6. | Related Party Transactions                                                                                                                                                                                                                                                                                                                                    
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                               
|   | At January 31, 2008, the Company was indebted to the
      former president of the Company in the amount of $Nil (2007 - $218,515),
      which was non-interest bearing, unsecured, and had no specified terms of
      repayment.                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                               
|   | On February 15, 2007, the Company entered into the
      following management consulting agreements which end February 14,
    2009:                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                               
|   | (a)                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                               
|   | (b)                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                               
|   | (c)                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                               
|   | During the current year, the Company paid $10,374 (2007 -
      $Nil) in consulting fees to directors of the Company which has been
      recorded as general and administrative expenses.                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                               
|   | During the current year, the Company also
        acquired certain patents and intellectual property from a company indirectly
        owned by a director of the Company (Note 4 and 5).                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                               
|   | All related party transactions are measured at the
      exchange amount which is the consideration agreed to between the related
      parties.                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                               
|7. | Common Stock                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                               
|   | On November 2, 2006, the Company cancelled 1,302,000
      shares of common stock for total consideration of $1,050. The former
      president of the Company paid $1,050 to a former shareholder, and was
      reimbursed by the Company in April 2007.                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                               
|   | On February 15, 2007 the Company issued 21,000,000 shares
      of its common stock in exchange for the acquisition of intellectual
      property. In connection with the closing of the Agreement, the Company
      cancelled 53,320,000 shares of its common stock (Note 5).                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                               
|   | On February 15, 2007, the Company completed a private
      placement of 500,000 shares for gross proceeds of $500,000. Each Unit
      consists of one common share and one common share purchase warrant. Each
      common share purchase warrant is exercisable into one common share at a
      price of $1.25 per warrant share until February 15, 2009.
|   |                                                                                                                                                                                                                                                                                                                                                               
|   | On June 21, 2007, the Company completed a private
      placement of 600,000 shares for gross proceeds of $600,000. Each Unit
      consists of one common share and one common share purchase warrant. Each
      common share purchase warrant is exercisable into one common share at a
      price of $1.25 per warrant share until June 21, 2009.        
|   |                                                                                                                                                                                                                                                                                                                                                               
|8. | Warrants                                                                                                                                                                                                                                                                                                                                                      

Balance, January 31, 2006 and 2007
    
    -Issued
    
    1,100,000Balance, January 31, 2008
    
    1,100,000


The weighted average fair value of
warrants granted during the year ended January 31, 2008 was $1.25.

|9. | Stock Options                                                                                                                               
|-- | --------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                             
|   | The following are the assumptions used for the
      Black-Scholes option pricing model to record the fair value of the stock
      options:

F-11

---

|Cyplasin BioMedical, Ltd.                 
|------------------------------------------
|(formerly Glass Wave Enterprises, Inc.)   
|(A Development Stage Company)             
|Notes to Consolidated Financial Statements
|January 31, 2008                          

| | (a) | The Company calculated expected volatility for stock
      options and awards using historical volatility.                                                                                                                                                                                                                                                                                                                                 
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (b) | The Company used a 0% forfeiture rate and the Company
      does not consider forfeitures to be material.                                                                                                                                                                                                                                                                                                                                  
| | (c) | The Company has not, and does not intend to, issue
      dividends, therefore, the dividend yield assumption is 0%                                                                                                                                                                                                                                                                                                                         
| | (d) | The expected term of the options is based on the
      simplified method, as allowed under the SAB No. 107 Share Based Payment
      and SAB No. 110. The simplified method assumes the option will be
      exercised midway between the vesting date and the contractual term of the
      option. The Company is able to use the simplified method, as the options
      qualify as plain vanilla options as defined by SAB No. 107.
| | (e) | The risk-free rate for the expected term of the stock
      options is based on the U.S. Treasury yield curve in effect at the time of
      grant.                                                                                                                                                                                                                                                                                        

On May 11, 2007 the Company adopted a
stock option plan (the Plan) and granted 890,000 stock options to officers,
employees and consultants, exercisable at $0.76 per share for a period of five
years. The Company recognizes stock-based compensation costs on a straight-line
basis over the requisite service period of the award, which is the option
vesting term. The options vest at a rate of 20% per year, commencing November
10, 2007. The fair value of these options at the date of grant was estimated to
be $575,656 using the Black-Scholes option pricing model with an expected life
of 5 years, a risk free interest rate of 4.75%, a dividend yield of 0%, and
expected volatility of 123%.

During the year ended January 31, 2008,
$115,131 in stock based compensation expense was recognized (2007 - $Nil) in
relation to the vested stock options and $460,525 of total unrecognized
compensation costs related to the unvested options.

During the year ended January 31, 2008,
stock-based compensation expense has been allocated to the following
accounts:

General and administrative
    $
    50,451Management fees
    
    10,349Research and development
    
    54,331Balance, January 31, 2008
    $
    115,131


As of January 31, 2008, 890,000 options
have been granted, 178,000 options have vested and no options have been
exercised.

The weighted average fair value of
stock options granted during the year ended January 31, 2008 was $0.65.

|10. | Income Taxes
|--- | ------------

The Company is subject to United States
federal and state income taxes at an approximate rate of 35%. The reconciliation
of the provision for income taxes at the United States federal statutory rate
compared to the Companys income tax expense as reported is as follows:

| |                                                                      |   | 2008     |   |   | 2007  | 
| | -------------------------------------------------------------------- | - | -------- | - | - | ----- | 
| | Net income (loss) before income taxes per
      financial statements | $ | (919,049 | ) | $ | 1,369 | 
| | Income tax rate                                                      |   | 34%      |   |   | 34%   | 
| | Income tax (recovery)                                                |   | (312,477 | ) |   | 465   | 
| | Non-deductible items                                                 |   | 39,201   |   |   |      | 
| | Valuation allowance change                                           |   | 273,276  |   |   |      | 
| | Provision for
      income taxes                                     | $ |         |   | $ | 465   | 

|10. | Income Taxes (continued)
|--- | ------------------------

F-12

---

|Cyplasin BioMedical, Ltd.                 
|------------------------------------------
|(formerly Glass Wave Enterprises, Inc.)   
|(A Development Stage Company)             
|Notes to Consolidated Financial Statements
|January 31, 2008                          

The
significant components of deferred income tax assets and liabilities at January
31, 2008 are as follows:

| | Net operating loss carryforward | $ | 271,000  |   | $ | 4,870  |  
| | ------------------------------- | - | -------- | - | - | ------ | -
| | Valuation
      allowance       |   | (271,000 | ) |   | (4,870 | )
| | Net deferred income tax asset   | $ |         |   | $ |       |  

The amount
taken into income as deferred income tax assets must reflect that portion of the
income tax loss carry forwards that is more likely-than-not to be realized from
future operations. The Company has chosen to provide a full valuation allowance
against all available income tax loss carry forwards, regardless of their time
of expiry. The net increase in the valuation allowance during the year ended
January 31, 2008 was $266,130.

During the
year ended January 31, 2008, the Company did not recognize any interest and
penalties. Due to the potential offset of the Companys operating loss
carryforward for any future activity, the amount attributed to interest and
penalties would be immaterial.

At January 31, 2008, the Company has
net operating loss carryforwards, which expire commencing in 2028, totaling
approximately $684,000. The potential tax benefit of these losses may be limited
due to certain change in ownership provisions under Section 382 of the Internal
Revenue Code (IRS) and similar state provisions.

IRS Section 382 places a limitation
(the Section 382 Limitation) on the amount of taxable income which can be
offset by net operating loss carryforwards after a change in control (generally
greater than a 50% change in ownership) of a loss corporation. Generally, after
a control change, a loss corporation cannot deduct operating loss carryforwards
in excess of the Section 382 Limitation. Due to these change in ownership
provisions, utilization of the net operating loss and tax credit carryforwards
may be subject to an annual limitation regarding their utilization against
taxable income in future periods. The Company has not concluded its analysis of
Section 382 through January 31, 2008, but believes that the provisions will not
limit the availability of losses to offset future income.

F-13

---

Item 8. Changes In and Disagreements With Accountants on
Accounting and Financial Disclosure.

During our fiscal year ended January 31, 2008 there were no
changes in or disagreements with accountants on accounting and financial
disclosure.

Item 8A. Controls and Procedures.

Managements Report on Disclosure Controls and
Procedures

We maintain disclosure controls and procedures that are
designed to ensure that information required to be disclosed in our reports
filed under the Securities Exchange Act of 1934, as amended, is recorded,
processed, summarized and reported within the time periods specified in the
Securities and Exchange Commission's rules and forms, and that such information
is accumulated and communicated to our management, including our president (also
our principal executive officer, principal financial officer and principal
accounting officer) to allow for timely decisions regarding required disclosure.

As of January 31, 2008, management assessed the effectiveness
  of our company's internal control over financial reporting based on the criteria
  for effective internal control over financial reporting established in Internal
  Control--Integrated Framework issued by the Committee of Sponsoring Organizations
  of the Treadway Commission ("COSO") and SEC guidance on conducting
  such assessments. Based on that evaluation, management concluded that, during
  the period covered by this report, such internal controls and procedures were
  not effective to detect the inappropriate application of US GAAP rules as more
  fully described below. This was due to some deficiencies that existed in the
  design or operation of our internal control over financial reporting that adversely
  affected our internal controls and that may be considered to be material weaknesses.

The matters involving internal controls and procedures that our
  company's management considered to be material weaknesses under the standards
  of the Public Company Accounting Oversight Board were: (1) inadequate segregation
  of duties consistent with control objectives; (2) insufficient written policies
  and procedures for accounting and financial reporting with respect to the requirements
  and application of US GAAP and SEC disclosure requirements; and (3) ineffective
  controls over period end financial disclosure and reporting processes. The aforementioned
  material weaknesses were identified by our chief executive officer and chief
  financial officer in connection with the audit of our financial statements as
  of January 31, 2008 and communicated the matters to our management.

Management believes that the material weaknesses set forth in
  items (1), (2) and (3) above did not have an affect on our company's financial
  results.

We are committed to improving our financial organization. As
  part of this commitment, we will create a position to segregate duties consistent
  with control objectives and will increase our personnel resources and technical
  accounting expertise within the accounting function when the activity level
  in our company increase to justifying have such positions. We will also be preparing
  and implementing sufficient written policies and checklists which will set forth
  procedures for accounting and financial reporting with respect to the requirements
  and application of US GAAP and SEC disclosure requirements.

Management believes that preparing and implementing sufficient
  written policies and checklists will remedy the following material weaknesses
  (i) insufficient written policies and procedures for accounting and financial
  reporting with respect to the requirements and application of US GAAP and SEC
  disclosure requirements; and (ii) ineffective controls over period end financial
  close and reporting processes. Further, management believes that the hiring
  of additional personnel who have the technical expertise and knowledge will
  result in proper segregation of duties and provide more checks and balances
  within the department. Additional personnel will also provide the cross training
  needed to support our company if personnel turn over issues within the department
  occur. This will greatly decrease any control and procedure issues the company
  may encounter in the future.

21

---

Managements Report on Internal Control over Financial
Reporting

Our management is responsible for establishing and maintaining
  adequate internal control over financial reporting (as defined in Rule 13a-15(f)
  under the Securities Exchange Act, as amended). In fulfilling this responsibility,
  estimates and judgments by management are required to assess the expected benefits
  and related costs of control procedures. The objectives of internal control
  include providing management with reasonable, but not absolute, assurance that
  assets are safeguarded against loss from unauthorized use or disposition, and
  that transactions are executed in accordance with management’s authorization
  and recorded properly to permit the preparation of consolidated financial statements
  in conformity with accounting principles generally accepted in the United States.
  Our management assessed the effectiveness of our internal control over financial
  reporting as of January 31, 2008. In making this assessment, our management
  used the criteria set forth by the Committee of Sponsoring Organizations of
  the Treadway Commission (“COSO”) in *Internal Control-Integrated
  Framework*. Our management has concluded that, as of January 31, 2008, our
  internal control over financial reporting is not effective in providing reasonable
  assurance regarding the reliability of financial reporting and the preparation
  of financial statements for external purposes in accordance with US generally
  accepted accounting principles. Our management reviewed the results of their
  assessment with the Audit Committee of our Board of Directors.

This annual report does not include an attestation report of
our companys registered public accounting firm regarding internal control over
financial reporting. Managements report was not subject to attestation by our
companys registered public accounting firm pursuant to temporary rules of the
Securities and Exchange Commission that permit our company to provide only
managements report in this annual report.

Inherent limitations on effectiveness of controls

Internal control over financial reporting has inherent
limitations which include but is not limited to the use of independent
professionals for advice and guidance, interpretation of existing and/or
changing rules and principles, segregation of management duties, scale of
organization, and personnel factors. Internal control over financial reporting
is a process which involves human diligence and compliance and is subject to
lapses in judgement and breakdowns resulting from human failures. Internal
control over financial reporting also can be circumvented by collusion or
improper management override. Because of its inherent limitations, internal
control over financial reporting may not prevent or detect misstatements on a
timely basis, however these inherent limitations are known features of the
financial reporting process and it is possible to design into the process
safeguards to reduce, though not eliminate, this risk. Therefore, even those
systems determined to be effective can provide only reasonable assurance with
respect to financial statement preparation and presentation. Projections of any
evaluation of effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in conditions, or that the
degree of compliance with the policies or procedures may deteriorate.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial
  reporting identified in connection with the evaluation required by paragraph
  (d) of Rules 13a-15 or 15d-15 under the Exchange Act that occurred during the
  small business issuer's last fiscal quarter that has materially affected, or
  is reasonably likely to materially affect, our internal control over financial
  reporting.

Item 8B. Other Information.

None.

22

---

PART III

Item 9. Directors, Executive Officers, Promoters, Control
Persons and Corporate Governance; Compliance with Section 16(a) of the Exchange
Act.

Directors and 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. As of
April 22, 2008, 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 AppointedGarth Likes
    President, Chief Executive Officer and
      Director
    54
    February 15, 2007Christian Petzelt
    Chief Scientific Officer
      and a Director
    65
    February 15, 2007Geoffrey Galley
    Director
    68
    February 15, 2007Lennie Ryer
    Director
    47
    February 15, 2007Luc Mainville
    Director
    44
    April 23, 2007


Business Experience

The following is a brief account of the education and business
experience during at least the past five years of our director and executive
officer, indicating his principal occupation during that period, and the name
and principal business of the organization in which such occupation and
employment were carried out.

Garth Likes, President, Chief Executive Officer and
Director

Mr. Likes is a co-founder and the President and Chief Executive
  Officer of Cyplasin Biomedical Inc. Mr. Likes is also a member of the board
  of directors and of the Audit Committee of Lab Research Inc., a preclinical
  research contract research company (CRO) located in Montreal, Canada.

From November 2004 to November 2006, he was the Chief Operating
Officer of SciMed Laboratories. Additionally, from February 2003 to November
2005, Mr. Likes was the Vice President of Business Development for InNexus
Biotechnology, a company listed on the TSX-Venture Exchange (TSX-V:IXS) and the
OTC:BB (IXSBF). Also, from February 2004 to July 2004, Mr. Likes was the Vice
President of Business and Marketing Development of Quest Pharma (formerly
Altachem Pharma,) a company listed on the TSX-Venture Exchange (TSX-V:QPT). Mr.
Likes also served as the Vice President of Business Development for URRMA
Biopharma from May 2002 to March 2004. Mr Likes was also Co-founder, Executive
Vice President, member of the executive committee and a board member of Helix
Biopharma a company listed on the Toronto Stock Exchange (TSX:HBP) and Frankfurt
exchanges.

Mr. Likes graduated from the University of Alberta with a B.Sc.
  in Microbiology/Biochemistry. He attended the University of Calgary M.Sc, program
  studying medical microbiology. Mr. Likes is enrolled in the M.BA. program at
  the University of Phoenix. He also graduated with a Marketing Diploma from York
  University Toronto.

23

---

Christian Petzelt, Chief Scientific Officer and a
Director

Professor Petzelt graduated with a PhD from the University
Munster in Germany in 1968. Professor Petzelt from 1988  1995, was Founder and
Head of the International Laboratory of Marine Biology, Ile dYeu, France, where
he made important discoveries related to cyplasin. Since 1996, Mr. Petzelt has
served as an Associate Professor of Cell Biology at Humbolt University Berlin
and in parallel from 1995 to 2005; he served as the Head of Experimental
Anaesthesiology at the University Hospital Charité, Berlin, Germany. Professor
Petzelt is also the Founder in 2004 of MARINPHARM located just outside of
Berlin.

Mr. Petzelt is a member of the Cell Biology Panel of
UNESCO/ICRO and is a member of the Editorial Board of Cancer Cell
International. His experiences include an extensive list of publications as
well as being the inventor of four patents of which two are related to cyplasin.
His main research focus has been on the regulation of cell cycle and initiation
of cell death

Geoffrey Galley, Director

Mr. Galley spent his industrial career in the contact lens
industry. He holds worldwide patents for the manufacture of lenses by a unique
cast moulding process and has been involved in the development of two major
corporations in the USA. One of his companies was awarded the prestigious Queens
Award for Technology. Following his retirement from the contact lens industry in
1997 he has made a number of investments in emerging medical technologies and
renewable energy projects. He has also financed and lead Farnborough Aircraft
Corporation Ltd. a project for development of a new prototype single engine
turboprop aircraft. Until recently he was a governor of UMIST (University of
Manchester Institute of Science and Technology).

Lennie Ryer, Director

Since 2001, Mr. Ryer has served as the Chief Financial Officer
and Vice President of Finance of ConjuChem Biotechnologies Inc., a company
listed on the TSX-Venture Exchange (TSX-V:CJB). From 1999 to 2001, he served as
Chief Financial Officer and Vice President of Finance at Paladin Labs Inc., a
specialty pharmaceutical firm. Mr. Ryer was formerly the managing partner of the
Montreal office of BDO Dunwoody, an international firm of Chartered Accountants.
During his eighteen years in public practice, Mr. Ryer specialized in mergers
and acquisitions and taxation. Mr. Ryer holds a B.Comm degree from McGill
University and a degree in Public Accountancy from McGill University Faculty of
Graduate Studies. He holds a Chartered Accountant designation from the
Institutes of Ontario and Quebec, is a member of the Canadian Tax Foundation,
and holds a designation as a Certified Fraud Examiner. He is conversant with US
GAAP accounting procedures.

Luc Mainville,Director

Mr. Mainville became Chief Executive Office of LAB Research
(TSX:LRI) at the time of its IPO in August 2006. Previously, Mr. Mainville was
Chief Operating Officer of LAB International where he had direct operational and
financial responsibilities for all of LAB International operating units,
including LAB Research.

During his career, Mr. Mainville has held executive positions
with other private and public companies including RTP Pharma Inc., URRMA
Biopharma Inc., and Waratah Pharmaceuticals Inc. (CDNX:WAR), which he co-founded
and brought public in 2000. Prior to 1998, Mr. Mainville was Senior
Vice-President and Partner in the corporate finance group of KPMG LLP.

Mr. Mainville holds a MBA degree from McGill University which
he received in 1992 as well as a Bachelors degree in Finance from Université du
Québec à Montréal which he received in 1987. In 1994, he received an Accounting
Certificate from the Université du Québec à Montréal. Mr. Mainville received his
Certified Brokers Certificate in 1992.

Scientific Advisory Board

It is recognized that in order to have the best advice possible
a well rounded SAB is required. To this end the following persons have agreed to
be scientific advisors:

24

---

-Prof. Lesley WILSON (UCLA Santa Barbara, USA) is a well-known
molecular biologist with tremendous experience in microtubule biochemistry, and
in new approaches to anti tumour drugs.

-Prof. Dieter WERNER (University of Heidelberg, Germany) from
the German Cancer Research Center, has multiple years experience in recombinant
protein chemistry

-Prof. Italia DI LIEGRO (Dept of Medicine, University of
Palermo, Italy) is an internationally acknowledged expert in regulation of gene
expression in mammalian cells.

Family Relationships

There are no family relationships between any of our directors,
executive officers and proposed directors or executive officers.

Board Meetings

The board of directors of our company held no formal meetings
during the year ended January 31, 2007. All proceedings of the board of
directors were conducted by resolutions consented to in writing by all the
directors and filed with the minutes of the proceedings of the directors. Such
resolutions consented to in writing by the directors entitled to vote on that
resolution at a meeting of the directors are, according to Nevada Corporate Law
and our Bylaws, as valid and effective as if they had been passed at a meeting
of the directors duly called and held.

We currently have directors’ and officers’ liability
  insurance.

Audit Committee and Audit Committee Financial Expert

Effective February 15, 2007, we created an audit committee and
adopted an audit committee charter. On that same date we appointed Mr. Lennie
Ryer, as Chairman of our Audit Committee with Mr. Mainville being the second
member. All of the members of our audit committee are "independent" as the term
is used in Item 7(d)(3)(iv) of Schedule 14A under the Securities Exchange Act of
1934, as amended. We believe that the members of our audit committee are
collectively capable of analyzing and evaluating our financial statements and
understanding internal controls and procedures for financial reporting.

Other Committees

We do not have standing nominating or compensation committees,
or committees performing similar functions. Our board of directors believe that
it is not necessary to have a standing compensation committee at this time
because the functions of such committee are adequately performed by our board of
directors.

Our board of directors also is of the view that it is
appropriate for us not to have a standing nominating committee because our board
of directors has performed and will perform adequately the functions of a
nominating committee. Our board of directors has not adopted a charter for the
nomination committee. There has not been any defined policy or procedure
requirements for stockholders to submit recommendations or nomination for
directors. Our board of directors does not believe that a defined policy with
regard to the consideration of candidates recommended by stockholders is
necessary at this time because we believe that, given the early stages of our
development, a specific nominating policy would be premature and of little
assistance until our business operations are at a more advanced level. There are
no specific, minimum qualifications that our board of directors believes must be
met by a candidate recommended by our board of directors. The process of
identifying and evaluating nominees for director typically begins with our board
of directors soliciting professional firms with whom we have an existing
business relationship, such as law firms, accounting firms or financial advisory
firms, for suitable candidates to serve as directors. It is followed by our
board of directors review of the candidates resumes and interview of
candidates. Based on the information gathered, our board of directors then makes
a decision on whether to recommend the candidates as nominees for director. We
do not pay any fee to any third party or parties to identify or evaluate or
assist in identifying or evaluating potential nominee.

25

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Involvement in Certain Legal Proceedings

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

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

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

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

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

Code of Ethics

Effective April 27, 2007, we adopted a code of ethics in
compliance with Item 406 of Regulation S-B that applies to our principal
executive officer, principal financial officer, principal accounting officer or
controller, or persons performing similar functions. We undertake herewith to
provide by mail to any person without charge, upon request, a copy of such code
of ethics if we receive the request in writing by mail to: Cyplasin Biomedical
Ltd., Unit 131 Advanced Technology Centre, 9650  20th Avenue, NW,
Edmonton, AB Canada T6N 1G1.

Corporate Governance

We currently act with five (5) directors, consisting of Garth
Likes, Christian Petzelt, Geoffrey Galley, Lennie Ryer and Luc Mainville.

We have determined that Geoffrey Galley, Lennie Ryer and Luc
Mainville are independent directors, as that term is used in Rule 4200(a)(15) of
the Rules of National Association of Securities Dealers.

Audit Committee Financial Expert

Our board of directors has determined that it does have a
member of its audit committee who qualifies as an audit committee financial
expert as defined in Item 401(e) of Regulation S-B, and is independent as the
term is used in Item 7(d)(3)(iv) of Schedule 14A under the Securities Exchange
Act of 1934, as amended.

From inception to present date, we believe that the members of
our audit committee and the board of directors have been and are collectively
capable of analyzing and evaluating our financial statements and understanding
internal controls and procedures for financial reporting.

Section 16(a) Beneficial Ownership Compliance

Section 16(a) of the Securities Exchange Act requires our executive
  officers and directors, and persons who own more than 10% of our common stock,
  to file reports regarding ownership of, and transactions in, our securities
  with the Securities and Exchange Commission and to provide us with copies of
  those filings. Based solely on our review of the copies of such forms received
  by us, or written representations from certain reporting persons, we believe
  that during fiscal year ended January 31, 2008, all filing requirements applicable
  to its officers, directors and greater than ten percent beneficial owners were
  complied with, with the exception of the following:

26

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Name
    Number of LateReports
      Number of Transactions NotReported on a TimelyBasis
    Failure to FileRequested FormsGarth Likes
    1(1)
    2
    N/AChristian Petzelt
    N/A
    N/A
    Yes (2)Geoffrey Galley
    N/A
    N/A
    Yes(2)Luc Mainville
    N/A
    N/A
    Yes(2)Lennie Ryer
    N/A
    N/A
    Yes(2)


|(1) | The named officer, director or greater than 10%
      stockholder, as applicable, filed a late Form 3  Initial Statement of
      Beneficial Ownership.                                                                       
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                
|(2) | The named officer, director or greater than 10%
      stockholder, as applicable, is currently in the process of obtaining EDGAR
      Filer Codes in order to file a Form 3  Initial Statement of Beneficial
      Ownership.

Item 10. Executive Compensation.

The particulars of compensation paid to the following
persons:

| | (i)   | our principal executive officer;                                                                                                                                                                                                                 
| | ----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |       |                                                                                                                                                                                                                                                  
| | (ii)  | each of our two most highly compensated executive
      officers who were serving as executive officers at the end of the year
      ended January 31, 2008 who had total compensation exceeding $100,000;
      and                             
| |       |                                                                                                                                                                                                                                                  
| | (iii) | up to two additional individuals for whom disclosure
      would have been provided under (b) but for the fact that the individual
      was not serving as our executive officer at the end of the most recently
      completed financial year,

who we will collectively refer to as the named executive
officers, of our years ended January 31, 2008, 2007 and 2006, are set out in the
following summary compensation table:

SUMMARY COMPENSATION
      TABLEName and
      PrincipalPosition
    Year
    Salary($)
    Bonus($)
    Stock**Awards**($)
    Option**Awards**($)
    Non-EquityIncentivePlan**Compensa-**tion ($)
    NonqualifiedDeferred**Compensation**Earnings
      ($)
    All Other**Compensa-**tion ($)
    Total($)Garth Likes(1)President, ChiefExecutive Officerand Director
    2008 2007 2006
    $122,015 $Nil N/A
    $Nil $Nil N/A
    $Nil $Nil N/A
      $27,170
        $Nil
        N/A
    $Nil $Nil N/A
    $Nil $Nil N/A
    $Nil $Nil N/A
      $149,185
        $Nil
        N/AChristian Petzelt(2)Chief ScientificOfficer and Director
    2008 2007 2006
    $32,536 $Nil N/A
    $Nil $Nil N/A
    $Nil $Nil N/A
      $27,170
        $Nil
        N/A
    $Nil $Nil N/A
    $Nil $Nil N/A
    $Nil $Nil N/A
      $59,706
        $Nil
        N/A


27

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SUMMARY COMPENSATION
      TABLEName and
      Principal Position
    Year
    Salary
      ($)
    Bonus
      ($)
    Stock
      Awards($)
    Option
      **Awards** ($)
    Non-Equity Incentive Plan
      **Compensa-** tion ($)
    Nonqualified
      Deferred Compensation Earnings ($)
    All Other
      Compensa- tion ($)
    Total
      ($)Chester Ku(3)Former President,
      Secretary, Treasurer and Director
    2008 2007 2006
    Nil Nil Nil
    Nil Nil Nil
    Nil Nil Nil
    Nil Nil Nil
    Nil Nil Nil
    Nil Nil Nil
    Nil Nil Nil
    Nil Nil Nil


|(1) | Garth Likes was appointed president, chief executive
      officer and director on February 15, 2007.
|--- | -----------------------------------------------------------------------------------------------------
|    |                                                                                                      
|(2) | Christian Petzelt was appointed chief scientific offer
      and director on February 15, 2007.      
|    |                                                                                                      
|(3) | Chester Ku resigned as president, secretary, treasurer
      and director on February 15, 2007.      

Outstanding Equity Awards at Fiscal Year-End

OUTSTANDING EQUITY AWARDS AT FISCAL
      YEAR-ENDOPTION AWARDS
    STOCK AWARDSName
      (a)
    Number of
      Securities Underlying Unexercised Options (#)
      Exercisable (b)
    Number of
      Securities Underlying Unexercised Options (#)
      Unexercisable (c)
    Equity
      Incentive Plan Awards: Number of Securities
      Underlying Unexercised Unearned Options (#) (d)
    Option
      Exercise Price ($) (e)
    Option
      Expiration Date (f)
    Number
      of Shares or Units of Stock That Have Not
      Vested (#) (g)
    Market Value
      of Shares or Units of Stock That Have
      Not Vested ($) (h)
    Equity Incentive Plan Awards: Number
      of Unearned Shares, Units or Other Rights That
      Have NotVested (#) (i)
    Equity Incentive Plan Awards: Market
      or Payout Value of Unearned Shares, Units or Other
      Rights That Have Not Vested (#) (j)Garth Likes
      President, Chief Executive Officer
      and Director
    60,000
    240,000
    Nil
    0.76
    May 10, 2012
    240,000
    0.65
    Nil
    NilChristian Petzelt
      Chief Scientific Officer and
      Director
    32,000
    128,000
    Nil
    0.76
    May 10, 2012
    128,000
    0.65
    Nil
    Nil


The options granted to Garth Likes and Christian Petzelt were
granted on May 11, 2007 at an exercise price of $0.76 per share for a period of
five years. The options vest over a period of 30 months on a six month
period.

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Stock Options and Stock Appreciation Rights

During the period from inception to January 31, 2008, we
granted an aggregate of 368,000 stock options to our executive officers.

Compensation of Directors

We reimburse our directors for expenses incurred in connection
with attending board meetings. We did not pay directors fees or other cash
compensation for services rendered as a director in the year ended January 31,
2008.

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.

DIRECTOR COMPENSATIONName 
        (a)
      Fees 
        Earned 
        or Paid 
        in Cash 
        ($) 
        (b)
      Stock 
        Awards 
        ($) 
        (c)
      Option 
        Awards 
        ($) 
        (d)
      Non-Equity 
        Incentive 
        Plan 
        Compensation 
        ($) 
        (e)
      Non-Qualified 
        Deferred 
        Compensation 
        Earnings 
        ($) 
        (f)
      All 
        Other 
        Compensat 
        ion ($) 
        (g)
      Total ($) 
        (j)Geoffrey Galley
      $Nil
      $Nil
      $23,773
      $Nil
      $Nil
      $Nil
      $23,773Lennie Ryer
      $5,187
      $Nil
      $22,075
      $Nil
      $Nil
      $Nil
      $27,262Luc Mainville
      $5,187
      $Nil
      $20,377
      $Nil
      $Nil
      $Nil
      $25,564


The options granted to Geoffrey Galley, Lennie Ryer and Luc
Mainville were granted on May 11, 2007 at an exercise price of $0.76 per share
for a period of five years. The options vest over a period of 30 months on a six
month period.

Employment Contracts and Termination of Employment and
Change in Control Arrangements

Other than as stated below, we have no employment contracts
with any of our directors or officers.

In February of 2007, we entered into a written consulting agreement
  with Garth Likes, our President and Chief Executive Officer. Under the terms
  of this agreement, we agreed to pay Mr. Likes a consulting fee of approximately
  $11,250 per month for a period of two years.

In February of 2007, we entered into a written consulting
agreement with Professor Christian Petzelt, our Chief Scientific Officer. Under
the terms of this agreement, we agreed to pay Professor Petzelt a consulting fee
of approximately $3,000 per month for a period of two years. We also agreed to
pay a consulting fee to a company called Bioxen Ltd., of $ 8,250 for a period of
two years.

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,

29

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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.

Item 11. Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters.

The following table sets forth certain information regarding
beneficial ownership of our shares of common stock as of April 22,

- by each person who is known by us to beneficially own more than 5% of our
  shares of common stock;
- by each of our officers and directors; and
- by all of our officers and directors as a group.

Name and Address of Beneficial
      Owner
    Amount and Nature of
      Beneficial Owner(1)
    Percentage of
      Class(2)Garth Likes 9650  20 Avenue Edmonton, AB T6N 1G1
    4,992,000(3)
      12.60%Christian Petzelt 9650  20 Avenue
      Edmonton, AB T6N 1G1
    32,000(4)
    0.08%Geoffrey Galley Red Lodge, the Clsoe
      London, England N208PJ
    28,000(5)
    0.07%Lennie Ryer Suite 3950,
      President-Kennedy Avenue Montreal, QC H2X 3Y8
    24,000(6)
    0.06%Luc Mainville 445 Armand Frappier Blvd
      Laval, QC H7V 4B3
      24,000(7)
    0.06%Bioxen Ltd. Nautilus House La Coru Des
      Casernes St. Helier, Jersey Channel Islands
    15,592,500
    40%All Officers and Directors As a Group
    5,110,000
      12.87%


(1) Beneficial ownership is determined
  in accordance with the rules of the Securities and Exchange Commission and generally
  includes voting or investment power with respect to securities. Shares of common
  stock subject to options or warrants currently exercisable or convertible, or
  exercisable or convertible within 60 days of April 22, 2008 are deemed outstanding
  for computing the percentage of the person holding such option or warrant but
  are not deemed outstanding for computing the percentage of any other person.
  (2) Percentage based on 39,584,000 shares of common stock outstanding on April
  22, 2008.
  (3) Includes 32,000 stock options which are currently exercisable or exercisable
  within 60 days. 
  (4) Includes 32,000 stock options which are currently exercisable or exercisable
  within 60 days. 
  (5) Includes 28,000 stock options which are currently exercisable or exercisable
  within 60 days. 
  (6) Includes 24,000 stock options which are currently exercisable or exercisable
  within 60 days. 
  (7) Includes 24,000 stock options which are currently exercisable or exercisable
  within 60 days.

Changes in Control

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

30

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Item 12. Certain Relationships and Related Transactions and
Director Independence.

Except as disclosed herein, there have been no transactions or
proposed transactions in which the amount involved exceeds the lesser of
$120,000 or one percent of the average of our total assets at year-end for the
last three completed fiscal years in which any of our directors, executive
officers or beneficial holders of more than 5% of the outstanding shares of our
common stock, or any of their respective relatives, spouses, associates or
affiliates, has had or will have any direct or material indirect interest.

The promoters of our company are our directors and
officers.

Item 13. Exhibits.

Exhibits required by Item 601 of Regulation S-B

|Exhibit |                                                                                                                                                                                                              
|------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  | Description                                                                                                                                                                                                  
|3.1(2)  | Articles of Incorporation                                                                                                                                                                                    
|3.2(1)  | Bylaws                                                                                                                                                                                                       
|10.1(3) | Asset Purchase
        Agreement dated February 1, 2007 with Christian Petzelt                                                                                                                               
|10.2(4) | Asset Purchase Agreement dated
        April 10, 2007 with Bioxen Ltd.                                                                                                                                       
|10.3(5) | Consulting Agreement
        dated February 15, 2007 with Christian Petzelt                                                                                                                                  
|10.4(5) | Consulting Agreement dated February
        15, 2007 with Bioxen Ltd.                                                                                                                                        
|10.5(5) | Consulting Agreement
        dated February 15, 2007 with Garth Likes                                                                                                                                        
|10.6(5) | Consulting Agreement dated February
        15, 2007 with Syngar Management                                                                                                                                  
|10.7(6) | Form of Stock
        Option Agreement                                                                                                                                                                       
|31.1*   | Certification
        of Principal Executive Officer and Principal Financial Officer filed pursuant
        to Section 302 of the Sarbanes-Oxley Act of 2002                                                 
|32.1*   | Certification
        of Principal Executive Officer and Principal Financial Officer pursuant
        to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
        Act of 2002

* Filed herewith

|(1) | Incorporated by reference from our Registration Statement
      on Form SB-2 filed on May 5, 2005    
|--- | -----------------------------------------------------------------------------------------------------
|(2) | Incorporated by reference from our Registration Statement
      on Form SB-2/a filed on July 29, 2005
|(3) | Incorporated by reference from our Form 8-K Current
      Report filed on February 5, 2007           
|(4) | Incorporated by reference from our Form 8-K Current
      Report filed on April 13, 2007             
|(5) | Incorporated by reference from our Form 10-KSB filed on
      May 1, 2007                            
|(6) | Incorporated by reference from our Form 8-K Current
      Report filed on July 3, 2007               

Item 14. Principal Accountant Fees and Services.

Audit Fees

The aggregate fees billed by Dale Matheson Carr-Hilton LaBonte
LLP, Chartered Accountants for professional services rendered for the audit of
our annual financial statements for review of our quarterly interim financial
statements and in connection with statutory and regulatory filings were
$20,000for the fiscal year ended January 31,

31

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2008 and $20,000 for the fiscal year ended January 31, 2007.
This category also includes the review of interim financial statements and
services in connection with registration statements and other filings with the
Securities and Exchange Commission.

Audit Related Fees

For the fiscal year ended January 31, 2008 and for the fiscal
year ended January 31, 2007, the aggregate fees billed for audit and related
services by Dale Matheson Carr-Hilton LaBonte LLP which are not reported under
the caption Audit Fees above, was $15,750 and $3,500 respectively.

Tax Fees

For the fiscal year ended January 31, 2008 and for the fiscal
year ended January 31, 2007, the aggregate fees billed for other non-audit
professional services or preparation of corporate tax returns by Dale Matheson
Carr-Hilton LaBonte LLP was $2,500 and $2,500 respectively.

We do not use Dale Matheson Carr-Hilton LaBonte LLP for
financial information system design and implementation. These services, which
include designing or implementing a system that aggregates source data
underlying the financial statements or generates information that is significant
to our financial statements, are provided internally or by other service
providers. We do not engage Dale Matheson Carr-Hilton LaBonte LLP to provide
compliance outsourcing services.

Effective May 6, 2003, the Securities and Exchange Commission
adopted rules that require that before Dale Matheson Carr-Hilton LaBonte LLP is
engaged by us to render any auditing or permitted non-audit related service, the
engagement be:

- approved by our audit committee (which consists of entire Board of
  Directors); or
- entered into pursuant to pre-approval policies and procedures established
  by the audit committee, provided the policies and procedures are detailed as
  to the particular service, the audit committee is informed of each service,
  and such policies and procedures do not include delegation of the audit
  committee's responsibilities to management.

The audit committee pre-approves all services provided by our
independent auditors. The pre-approval process has just been implemented in
response to the new rules, and therefore, the audit committee does not have
records of what percentage of the above fees were pre-approved. However, all of
the above services and fees were reviewed and approved by the audit committee
either before or after the respective services were rendered.

The audit committee has considered the nature and amount of
fees billed by Dale Matheson Carr-Hilton LaBonte, LLP and believes that the
provision of services for activities unrelated to the audit is compatible with
maintaining Dale Matheson Carr-Hilton LaBonte LLPs independence.

32

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.

CYPLASIN BIOMEDICAL LTD.

|By:                                                             | /s/ Garth Likes | 
|--------------------------------------------------------------- | --------------- | 
|Garth Likes                                                    
|President, Chief Executive Officer and Director                
|(Principal Executive Officer, Principal Financial
      Officer
|and Principal Accounting Officer)                              

Date: April 30, 2008

Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on behalf of
the registrant and in the capacities and on the dates indicated.

|Signature             |  | Title                                  |  |  | Date           | 
|--------------------- |  | -------------------------------------- |  |  | -------------- | 
|                      |  |                                        |  |  |                | 
|                      |  | President, Chief Executive Officer and |  |  |                | 
|/s/ Garth Likes       |  | Director                               |  |  | April 30, 2008 | 
|Garth Likes           |  |                                        |  |  |                | 
|                      |  |                                        |  |  |                | 
|                      |  |                                        |  |  |                | 
|/s/ Christian Petzelt |  | Chief Scientific Officer and Director  |  |  | April 30, 2008 | 
|Christian Petzelt     |  |                                        |  |  |                | 
|                      |  |                                        |  |  |                | 
|                      |  |                                        |  |  |                | 
|/s/ Geoffrey Galley   |  | Director                               |  |  | April 30, 2008 | 
|Geoffrey Galley       |  |                                        |  |  |                | 
|                      |  |                                        |  |  |                | 
|                      |  |                                        |  |  |                | 
|/s/ Lennie Ryer       |  | Director                               |  |  | April 30, 2008 | 
|Lennie Ryer           |  |                                        |  |  |                | 
|                      |  |                                        |  |  |                | 
|                      |  |                                        |  |  |                | 
|/s/ Luc Mainville     |  | Director                               |  |  | April 30, 2008 | 
|Luc Mainville         |  |                                        |  |  |                | 

33

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