---

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended October 31, 2009

or

[   ] 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.(Exact name of registrant as specified in its charter)

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

780.469.2975(Registrants telephone number,
including area code)

N/A(Former name, former address and
former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days. [X]
YES    [   ] NO

Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, or a small
reporting company. See the definitions of large accelerated filer,
accelerated filer and smaller reporting company in Rule 12b-2 of the
Exchange Act

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


Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act [   ]
YES    [X] NO

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the registrant has filed all documents and reports
required to be filed by Sections 12, 13 or 15(d) of the Exchange Act after
the distribution of securities under a plan confirmed by a
court.[   ] YES    [   ] NO

Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Web site, if any, every
Interactive Data File required to be submitted and posted pursuant to Rule 405
of Regulation S-T (§232.405 of this chapter) during the preceding 12 months
(or for such shorter period that the registrant was required to submit and
post such files).[   ] YES    [ 
 ] NO

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuers
  classes of common stock, as of the latest practicable date. 989,600 common shares issued and outstanding as of December 7, 2009

---

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.





2

---

CYPLASIN BIOMEDICAL, LTD.(A Development Stage
Company)

October 31, 2009 (Unaudited)





|                                                     | Index
|---------------------------------------------------- | -----
|                                                     |      
|Consolidated
      Balance Sheets                    | F1  
|                                                     |      
|Consolidated
      Statements of Operations          | F2  
|                                                     |      
|Consolidated
      Statements of Cash Flows          | F3  
|                                                     |      
|Notes
      to the Consolidated Financial Statements | F4  

3

---

CYPLASIN BIOMEDICAL, LTD.(A Development Stage
Company) Consolidated Balance Sheets

|                                                                   |  | October 31, |   |  | January 31, |  
|------------------------------------------------------------------ |  | ----------- | - |  | ----------- | -
|                                                                   |  | 2009        |   |  | 2009        |  
|ASSETS                                                             |  | $           |   |  | $           |  
|                                                                   |  | (Unaudited) |   |  | (Audited)   |  
|                                                                   |  |             |   |  |             |  
|Current Assets                                                     |  |             |   |  |             |  
|Cash                                                               |  | 52,456      |   |  | 25,953      |  
|Receivables (Note 3)                                               |  | 103,745     |   |  | 18,160      |  
|Prepaids                                                           |  |            |   |  | 5,421       |  
|Total Current Assets                                               |  | 156,201     |   |  | 49,534      |  
|Equipment, net                                                     |  | 790         |   |  | 1,200       |  
|Patent (Note 3)                                                    |  |            |   |  | 101         |  
|Total Assets                                                       |  | 156,991     |   |  | 50,835      |  
|                                                                   |  |             |   |  |             |  
|LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT)                     |  |             |   |  |             |  
|Current Liabilities                                                |  |             |   |  |             |  
|Accounts payable and accrued liabilities (Note
      2)            |  | 84,246      |   |  | 86,364      |  
|Obligation to issue shares (Note 4)                                |  | 28,350      |   |  |            |  
|Total Current
      Liabilities                                    |  | 112,596     |   |  | 86,364      |  
|                                                                   |  |             |   |  |             |  
|Commitments and Contingencies (Notes 1 and 6)                      |  |             |   |  |             |  
|Subsequent Events (Note 7)                                         |  |             |   |  |             |  
|                                                                   |  |             |   |  |             |  
|Stockholders Equity (Deficit)                                     |  |             |   |  |             |  
|Common stock                                                       |  |             |   |  |             |  
|Authorized:
      11,625,000 shares, par value $0.001              |  |             |   |  |             |  
|Issued and outstanding:
      4,104,200 shares (January 31, 2009  |  |             |   |  |             |  
|989,600)                                                           |  | 4,104       |   |  | 990         |  
|Additional paid-in capital (Note 5)                                |  | 1,643,689   |   |  | 1,464,111   |  
|Subscriptions received (Note
      4)                              |  | 113,160     |   |  |            |  
|Accumulated other comprehensive income                             |  | 36,975      |   |  | 41,128      |  
|Deficit                                                            |  | (54,275     | ) |  | (54,275     | )
|Deficit accumulated during the development stage                   |  | (1,699,258  | ) |  | (1,487,483  | )
|Total Stockholders Equity (Deficit)                               |  | 44,395      |   |  | (35,529     | )
|Total Liabilities
      and Stockholders Equity                   |  | 156,991     |   |  | 50,835      |  

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

F-1

---

CYPLASIN BIOMEDICAL, LTD.(A Development Stage
Company) Consolidated Statements of Operations (Unaudited)

Accumulated FromFebruary 15, 2007(Date of reportingas a development
      
      
      Nine
      
      
      Nine
      
      
      Three
      
      
      Threestage company)
      
      
      Months
      
      
      Months
      
      
      Months
      
      
      Monthsto
      
      
      Ended
      
      
      Ended
      
      
      Ended
      
      
      EndedOctober 31,
      
      
      October 31,
      
      
      October 31,
      
      
      October 31,
      
      
      October 31,2009
      
      
      2009
      
      
      2008
      
      
      2009
      
      
      2008$
      
      
      $
      
      
      $
      
      
      $
      
      
      $Operating ExpensesConsulting fees
      
      76,350
      
      
      76,350
      
      
      
      
      
      69,100
      
      
      General and administrative
      
      560,403
      
      
      62,994
      
      
      191,346
      
      
      14,582
      
      
      42,478Management fees
      
      242,165
      
      
      68,983
      
      
      69,892
      
      
      20,875
      
      
      22,237Research and development
      
      871,889
      
      
      68,983
      
      
      211,717
      
      
      20,875
      
      
      53,949Travel
      
      14,201
      
      
      215
      
      
      5,660
      
      
      84
      
      
      1,986Loss Before Other Items
      
      (1,765,008
      )
      
      (277,525
      )
      
      (478,615
      )
      
      (125,516
      )
      
      (120,650
      )Other ItemsGain of sale of patent (Note 3)
      
      70,645
      
      
      70,645
      
      
      
      
      
      70,645
      
      
      Loss on settlement of debt (Note 4)
      
      (4,894
      )
      
      (4,894
      )
      
      
      
      
      (4,894
      )
      
      Write-off of patent (Note 3)
      
      (1
      )
      
      (1
      )
      
      
      
      
      (1
      )
      
      Net Loss
      
      (1,699,258
      )
      
      (211,775
      )
      
      (478,615
      )
      
      (59,766
      )
      
      (120,650
      )Loss Per Share  Basic and Diluted
      
      
      
      
      (0.15
      )
      
      (0.48
      )
      
      (0.03
      )
      
      (0.12
      )Weighted Average Shares Outstanding Basic and Diluted
      
      
      
      
      1,459,152
      
      
      989,600
      
      
      2,382,943
      
      
      989,600


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

F-2

---

CYPLASIN BIOMEDICAL, LTD.(A Development Stage
Company) Consolidated Statements of Cash Flows (Unaudited)

|                                                    |  | Accumulated From      |   |  |             |   |  |             |  
|--------------------------------------------------- |  | --------------------- | - |  | ----------- | - |  | ----------- | -
|                                                    |  | February 15, 2007     |   |  |             |   |  |             |  
|                                                    |  | (Date of reporting as |   |  | Nine        |   |  | Nine        |  
|                                                    |  | a development stage   |   |  | Months      |   |  | Months      |  
|                                                    |  | company) To           |   |  | Ended       |   |  | Ended       |  
|                                                    |  | October 31,           |   |  | October 31, |   |  | October 31, |  
|                                                    |  | 2009                  |   |  | 2009        |   |  | 2008        |  
|                                                    |  | $                     |   |  | $           |   |  | $           |  
|                                                    |  |                       |   |  |             |   |  |             |  
|                                                    |  |                       |   |  |             |   |  |             |  
|Cash Flows From Operating Activities                |  |                       |   |  |             |   |  |             |  
|                                                    |  |                       |   |  |             |   |  |             |  
|Net loss                                            |  | (1,699,258            | ) |  | (211,775    | ) |  | (478,615    | )
|                                                    |  |                       |   |  |             |   |  |             |  
|Adjustments to reconcile net
      loss to net cash |  |                       |   |  |             |   |  |             |  
|provided by (used in) operating
      activities:   |  |                       |   |  |             |   |  |             |  
|                                                    |  |                       |   |  |             |   |  |             |  
|Depreciation                                        |  | 1,122                 |   |  | 410         |   |  | 410         |  
|Gain on
      sale of patent                        |  | (70,645               | ) |  | (70,645     | ) |  |            |  
|Loss on settlement of
      debt                    |  | 4,894                 |   |  | 4,894       |   |  |            |  
|Shares
      for consulting services                |  | 68,350                |   |  | 68,350      |   |  |            |  
|Stock-based compensation                            |  | 357,981               |   |  | 49,482      |   |  | 115,131     |  
|Write-off
      of patent                           |  | 1                     |   |  | 1           |   |  | 1           |  
|                                                    |  |                       |   |  |             |   |  |             |  
|Changes in operating assets
      and liabilities:  |  |                       |   |  |             |   |  |             |  
|                                                    |  |                       |   |  |             |   |  |             |  
|Receivables                                         |  | (33,000               | ) |  | (14,840     | ) |  | (166        | )
|Prepaids                                            |  |                      |   |  | 5,421       |   |  | 833         |  
|Accounts payable and accrued
      liabilities      |  | 100,134               |   |  | 13,770      |   |  | 13,185      |  
|                                                    |  |                       |   |  |             |   |  |             |  
|Net Cash Used in Operating Activities               |  | (1,270,421            | ) |  | (154,932    | ) |  | (349,222    | )
|Cash Flows From Investing Activities                |  |                       |   |  |             |   |  |             |  
|                                                    |  |                       |   |  |             |   |  |             |  
|Acquisition of equipment                            |  | (1,912                | ) |  |            |   |  |            |  
|Acquisition of patent                               |  | (100                  | ) |  |            |   |  |            |  
|                                                    |  |                       |   |  |             |   |  |             |  
|Net Cash Used in Investing Activities               |  | (2,012                | ) |  |            |   |  |            |  
|                                                    |  |                       |   |  |             |   |  |             |  
|Cash Flows From Financing Activities                |  |                       |   |  |             |   |  |             |  
|                                                    |  |                       |   |  |             |   |  |             |  
|Issuance of common stock                            |  | 1,172,428             |   |  | 72,428      |   |  |            |  
|Subscriptions received                              |  | 113,160               |   |  | 113,160     |   |  |            |  
|                                                    |  |                       |   |  |             |   |  |             |  
|Net Cash Provided
      By Financing Activities     |  | 1,285,588             |   |  | 185,588     |   |  |            |  
|                                                    |  |                       |   |  |             |   |  |             |  
|Effect of Exchange
      Rate Changes               |  | 39,301                |   |  | (4,153      | ) |  | (18,585     | )
|                                                    |  |                       |   |  |             |   |  |             |  
|Change in Cash                                      |  | 52,456                |   |  | 26,503      |   |  | (367,807    | )
|                                                    |  |                       |   |  |             |   |  |             |  
|Cash Beginning                                     |  |                      |   |  | 25,953      |   |  | 437,514     |  
|                                                    |  |                       |   |  |             |   |  |             |  
|Cash Ending                                        |  | 52,456                |   |  | 52,456      |   |  | 69,707      |  

Supplemental Disclosures:

During the nine month period ended October 31, 2009, the
Company:

| | a) | Settled accounts payable in the amount of $33,480 through
      issuance of common shares (Note 4);
| | -- | ---------------------------------------------------------------------------------------------------
| | b) | Accrued finders fees payable in the amount of $12,698
      (Note 4); and                          
| | c) | Issued common shares for finders fees totaling $32,000
      (Note 4).                            

|Interest paid     |  |  |  |  |  |  |  |  | 
|----------------- |  | - |  |  | - |  |  | - | 
|Income taxes paid |  |  |  |  |  |  |  |  | 

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

F-3

---

CYPLASIN BIOMEDICAL, LTD.(A Development Stage
Company) Notes to Consolidated Financial Statements October 31, 2009

|1. | Nature of Business and Going Concern                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | The Company was previously in the business of developing
      cancer treatment technology. During the period ended October 31, 2009, the
      Company entered into an exclusive license agreement with C-Virionics Corp.
      (C- Virionics), a privately-held company, to acquire a sublicense
      pertaining to the prevention and treatment of Hepatitis C (Note
  6).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | The Company is in the development stage and has not yet
      realized any revenues from its planned operations. Previously, it had
      generated or sustained significant revenues. 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. These financial statements
      do not include any adjustments to the recoverability and classification of
      recorded asset amounts and classification of liabilities that might be
      necessary should the Company be unable to continue as a going concern.
      These factors raise substantial doubt regarding the Companys ability to
      continue as a going concern.                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | Unaudited Interim Financial Statements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | The accompanying unaudited consolidated interim financial
      statements have been prepared in accordance with generally accepted
      accounting principles in the United States (US GAAP) for interim
      financial information and with the instructions to Form 10-Q. They may not
      include all information and footnotes required by US GAAP for complete
      financial statements. The consolidated interim unaudited financial
      statements should be read in conjunction with those financial statements
      included in the Form 10-K as at January 31, 2009. In the opinion of
      management, all adjustments considered necessary for a fair presentation,
      consisting solely of normal recurring adjustments, have been made.
      Operating results for the period ended October 31, 2009, are not
      necessarily indicative of the results that may be expected for the year
      ending January 31, 2010.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | Recent Accounting Pronouncements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | In April 2009, the Financial Accounting Standards Board
      (FASB) issued FASB Staff Position Statement of Financial Accounting
      Standards (SFAS) 157-4 (FSP SFAS 157-4) which provides additional
      guidance for estimating fair value in accordance with SFAS 157, Fair
      Value Measurements, when the volume and level of activity for the asset
      or liability have significantly decreased. FSP SFAS 157-4 also includes
      guidance on identifying circumstances that indicate a transaction is not
      orderly. FSP SFAS 157-4 requires the disclosure of the inputs and
      valuation technique(s) used to measure fair value and a discussion of
      changes in valuation techniques and related inputs, if any, during the
      period. The adoption of this statement did not have a material impact on
      the Companys results of operations and financial position.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | In June 2009, the FASB issued Financial Accounting
      Standard (FAS) No. 165 Subsequent Events (FAS 165). FAS 165 requires
      companies to recognize in the financial statements the effects of
      subsequent events that provide additional evidence about conditions that
      existed at the date of the balance sheet, including the estimates inherent
      in the process of preparing financial statements. An entity shall disclose
      the date through which subsequent events have been evaluated, as well as
      whether that date is the date the financial statements were issued.
      Companies are not permitted to recognize subsequent events that provide
      evidence about conditions that did not exist at the date of the balance
      sheet but arose after the balance sheet date and before financial
      statements are issued. Some non recognized subsequent events must be
      disclosed to keep the financial statements from being misleading. For such
      events a company must disclose the nature of the event, an estimate of its
      financial effect, or a statement that such an estimate cannot be made.
      This Statement applies prospectively for interim or annual financial
      periods ending after June 15, 2009. The adoption of FAS 165 did not have a
      material impact on the Companys results of operations and financial
      position.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | In June 2009, the FASB issued SFAS No. 168, The FASB
      Accounting Standards Codification and the Hierarchy of Generally Accepted
      Accounting Principles  a replacement of FASB Statement No. 162 (SFAS
      168). Upon its adoption, the FASB Accounting Standards Codification (the
      Codification) will become the source of authoritative GAAP recognized by
      the FASB to be applied to nongovernment entities. On the effective date of
      SFAS 168, the Codification will supersede all then-existing non-SEC
      accounting and reporting standards. Following SFAS 168, the FASB will not
      issue new accounting standards in the form of FASB Statements, FASB Staff
      Positions, or Emerging Issues Task Force abstracts. SFAS 168 will also
      modify the existing hierarchy of GAAP to include only two levels 
      authoritative and non-authoritative. SFAS 168 will be effective for
      financial                                                                                                                                                                                                                                                                                                                                                                                                                                                                           

F-4

---

CYPLASIN BIOMEDICAL, LTD.(A Development Stage
Company) Notes to Consolidated Financial Statements October 31, 2009

|   | statements issued for interim and annual periods ending
      after September 15, 2009, and early adoption is not permitted. The Company
      does not believe that the adoption of this standard will have a material
      impact on its financial position, results of operations or cash
    flows.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | Certain other recent accounting pronouncements have not
      been disclosed as they are not applicable to the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|2. | Related Party Transactions                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | During the nine month period ended October 31, 2009, the
      president of the Company received a monthly management fee of CDN$11,250
      totalling $88,485 (October 31, 2008 - $89,978) of which $44,242 has been
      recorded as management fees and $44,243 as research and
  development.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | Included in the accounts payable and accrued liabilities
      balance at October 31, 2009 are amounts of $Nil (January 31, 2009 -
      $26,868) due to related parties and significant shareholders of the
      Company. These amounts are unsecured, bear no interest and are repayable
      on demand.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | All related party transactions are measured at the
      exchange amount which is the consideration agreed to between the related
      parties.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|3. | Patent                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | On April 10, 2007, the Company had entered into an asset
      purchase agreement with Bioxen Ltd., (Bioxen) a company indirectly owned
      by a former director of the Company, for the purchase of the rights, title
      and interest to certain intellectual property for $100.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | On February 7, 2009, the Company had entered into a
      licensing agreement with Bioxen for further development of its
      intellectual property. The Company did not receive any consideration and
      on August 12, 2009, the Company entered into an asset purchase agreement
      with Bioxen which overrode the licensing agreement. Pursuant to the asset
      purchase agreement, Bioxen purchased the rights, title and interest in
      certain intellectual property from the Company. As consideration, Bioxen
      is obligated to pay the Company $74,030 (50,000 EUR), within 5 days of
      completion of a corporate financing in a minimum amount of 500,000 EUR.
      Accordingly, during the period ended October 31, 2009, a gain on sale of
      $70,645 was recognized and included in receivables at October 31, 2009
      (January 31, 2009 - $Nil).
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | In addition, Bioxen will pay the Company a 1⁄2 of 1%
      royalty, calculated on all gross revenue of licensed products sold by
      Bioxen, to a maximum payment of $3,000,000. In conjunction with the asset
      purchase agreement, a director of Bioxen was obligated to enter into a
      subscription agreement for the purchase of 118,000 shares of common stock
      of the Company at a price of $0.17 for total proceeds of $20,060 (Note
      4).                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | At October 31, 2009, the Company wrote-off the fair value
      of certain intellectual property, being a patent for cancer related
      technology, of $1 due to a change in focus of the Companys business (Note
      6).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|4. | Common Stock                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | During the year ended January 31, 2009, the Company
      authorized a 40 to 1 reverse stock split which became effective for
      trading on February 2, 2009. All share and per share information in these
      financial statements has been adjusted to reflect the reverse stock split
      on a retroactive basis.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | During the nine month period ended October 31, 2009, the
      Company amended the articles of incorporation to increase the authorized
      common stock to 100,000,000 shares, with a par value of $0.001 and
      authorize the issuance of up to 100,000,000 shares of preferred stock,
      with a par value of $0.001. At October 31, 2009 this amendment is still
      pending approval by the U.S. Securities and Exchange Commission.                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | During the nine month period ended October 31, 2009, the
      Company issued the following shares:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

F-5

---

CYPLASIN BIOMEDICAL, LTD.(A Development Stage
Company) Notes to Consolidated Financial Statements October 31, 2009

| | b) | 669,600 shares of common stock at $0.05 per share, for
      the conversion of debt in the amount of $33,480.           
| | -- | ------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                         
| | c) | 400,000 shares of common stock at $0.10 per share
      totalling $40,000 pursuant to a consulting services
  agreement.

|   | During the nine month period ended October 31, 2009, the
      Company received gross proceeds of $113,160 for a subscription of 200,000
      shares of its common stock at $0.10 per share, and 551,176 shares of its
      common stock at $0.17 per share. These shares have not been issued at
      October 31, 2009.                                                                                                                                                                                                                                                                                                                                                                                                                                        
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | At October 31, 2009, the Company is obligated to issue
      210,000 shares (January 31, 2009  Nil) of its common stock at a fair
      values of $0.10 per share and $0.17 per share, totalling $28,350, for
      consulting fees.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|5. | Stock Options                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | On May 11, 2007 the Company adopted a stock option plan
      and granted 22,250 stock options to officers, employees and consultants,
      exercisable at $30.40 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% every six months, 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 nine month period ended October 31, 2009,
      $49,482 in stock based compensation expense was recognized (October 31,
      2008 - $115,131) in relation to vested stock options and $1,725 of total
      unrecognized compensation costs related to the unvested options. During
      the nine month period ended October 31, 2009, stock based compensation
      expense has been allocated equally to Management fees and Research and
      development.                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | As of October 31, 2009, 22,250 options have been granted,
      3,200 options have vested, 18,250 options have expired and no options have
      been exercised.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|6. | Commitments                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

F-6

---

CYPLASIN BIOMEDICAL, LTD.(A Development Stage
Company) Notes to Consolidated Financial Statements October 31, 2009

| | c) | On January 1, 2009, the Company entered into a finders
      fee agreement with a consultant whereby the consultant was appointed for a
      period of 12 months to introduce the Company to prospective investors to
      complete an equity placement of up to $500,000. The consultant will be
      paid a 15% fee of the funds raised plus 320,000 common shares of the
      Company. As at October 31, 2009, the Company paid the consultant $14,272
      and has recorded in accounts payable and accrued liabilities an additional
      $12,698.
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|7. | Subsequent Events                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | On November 5, 2009, the Company entered into a letter of
      intent with C-Virionics to effect the purchase by the Company of
      C-Virionics, and all of its intellectual property and licenses, in
      exchange for 12,000,000 of the Companys common shares. It is the
      intention of the two parties to enter into a formal agreement no later
      than February 28, 2010. Once the transaction is completed, the Company
      will change its name to C-Vironics, Inc. and raise a minimum of
      $300,000.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | Management evaluated events occurring between the end of
      the fiscal quarter, October 31, 2009 and December 17, 2009 when the
      financial statements were issued.                                                                                                                                                                                                                                                                                                                                                       

F-7

---

Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations.

FORWARD-LOOKING STATEMENTS

This quarterly 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", "should", "expects", "plans", "anticipates", "believes", "estimates",
"predicts", "potential" or "continue" or the negative of these terms or other
comparable terminology. These statements are only predictions and involve known
and unknown risks, uncertainties and other factors, 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 unaudited financial statements are stated in United States
Dollars (US$) and are prepared in accordance with United States Generally
Accepted Accounting Principles. The following discussion should be read in
conjunction with our financial statements and the related notes that appear
elsewhere in this quarterly report. The following discussion contains
forward-looking statements that reflect our plans, estimates and beliefs. Our
actual results could differ materially from those discussed in the forward
looking statements. Factors that could cause or contribute to such differences
include, but are not limited to, those discussed below and elsewhere in this
quarterly report.

In this quarterly report, unless otherwise specified, all
dollar amounts are expressed in United States dollars. All references to "US$"
refer to United States dollars and all references to "common shares" refer to
the common shares in our capital stock.

As used in this quarterly report, the terms "we", "us", "our"
and "our company" mean Cyplasin Biomedical Ltd., unless otherwise indicated.

General Overview

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 July 31, 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 focused
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

4

---

closing date, Christian Petzelt held approximately 53.9% of the
issued and outstanding shares of common stock of our company.

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 in exchange for
the acquisition by our company of such intellectual property.

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. On April 10, 2007, we
entered into an asset purchase agreement with Bioxen Ltd., whereby we acquired a
second Cyplasin patent describing a protein having anti tumor effect. 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 was to be commercialized. Additional
patents were filed for these various processes and some have been issued in
various jurisdictions.

Prior to the Cyplasin asset being vended into our company an
aggregate of approximately $1.8 million had been spent on research and
development related activities. These previous expenditures allowed for the
Company to anticipate the further development of the protein molecule from
discovery and proof of concept stage to a clinical development stage.

During the last part of 2008 as we completed our preclinical
testing and analysis of Cyplasin-SC, as a therapy for skin cancer and melanoma
treatment it was determined the product would require additional product
formulation work and additional funding would b e required in order to advance
the potential product to human clinical studies. Due to the current and past
years financial environment we were not successful in being able to raise the
required funds and subsequently we were unable to proceed with the Cyplasin
product development on our own and started looking for strategic development
partners or a sale of the company via a Reverse Take Over (RTO) event.

In order to prepare for such events, on December 23, 2008, we
effected a forty (40) old for one (1) new reverse stock split of our authorized
and issued and outstanding common stock. As a result, our authorized capital
decreases from 465,000,000 shares of common stock with a par value of $0.001 to
11,625,000 shares of common stock with a par value of $0.001and our issued and
outstanding shares decrease from 39,584,000 shares of common stock to 989,600
shares of common stock.

The reverse stock split became effective with the
Over-the-Counter Bulletin Board at the opening for trading on February 2, 2009
under the new stock symbol CPBM. Our new CUSIP number is 232664201.

On February 4, 2009, our board of directors and the holders of
the majority of our outstanding shares approved an increase to our authorized
number of shares of common stock from 11,625,000 shares to 100,000,000 shares
with a par value of $0.001 per share. They also authorized the issuance of up to
100,000,000 shares of preferred stock, par value of $0.001 per share. As of the
date of this quarterly report, these amendments have not yet become effective
with the Securities and Exchange Commission or with the Nevada Secretary of
State.

On February 7, 2009, we entered into a licensing agreement with
Bioxen for further development of the Cyplasin product. Under terms of the
agreement, Bioxen received an exclusive license to further develop the Cyplasin
product and commercialize the intellectual property and corresponding patents
held by our company.

In consideration of the license granted, Bioxen shall pay our
company a 1.25% royalty, calculated on all gross revenue of licensed products
sold by Bioxen. In addition, Bioxen would also pay a non-refundable license fee
of 25,000 EUR. This fee shall be due within 30 days of the completion of any
corporate financing by Bioxen, in which Bioxen receives a minimum collective
amount of 500,000 EUR. Bioxen also agrees to pay all current outstanding patent
amounts owed by our company and all ongoing, continued, and related patent and
maintenance fees owed.

On February 13, 2009, we entered into a letter of intent with
Vancouver based Pacific Therapeutics Ltd. to effect a reverse takeover in which
we would acquire 100% of Pacific Therapeutics Ltd.s common stock to be
completed on

5

---

or before March 30, 2009. Due to Pacific Therapeutics Ltd.s
investors wishing to remain a private company, the letter of intent with PTL was
terminated May 1, 2009.

On July 1, 2009, the Company entered into a license agreement
with Arizona based C-Virionics Corporation for their Hepatitis C prophylactic
vaccine. The technology is based upon the work of Dr. Jake Laing from the NIH
and involves the synthesis of vaccines based on Virus Like Particles ( VLP). We
have also developed a revenue generation strategy based upon the manufacture of
generic off patent drugs which are used in the treatment of Hepatitis C.

On August 1, 2009 the Company entered into an IP Asset Transfer
Agreement with Bioxen Ltd., which effectively terminated the previous license
agreement and in consideration for cancellation of Bioxen shares in the Company,
returned the Cyplasin patents back to Bioxen. Under the terms of the agreement,
Bioxen is obligated to pay the Company $74,030 (50,000 EUR) within 5 days of
completion of a corporate financing in a minimum amount of 500,000 EUR.

During the course of these events the company was also actively
sourcing funding from various investors in order to continue with the operations
of the Company.

Upon further discussion with C-Virionics we announced the
entering into a letter of intent to effect an RTO with C-Virionics. The letter
of intent states that upon satisfactorily disclosure and performance of due
diligence by both parties we would anticipate the closing of an RTO agreement of
C-Virionics by Cyplasin by February 28th, 2010. This due diligence is ongoing
and the license from C-Virionics is still in effect but would be terminated upon
a successful closing of the RTO. In the event such an RTO is not finalized the
license would continue to be in effect.

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 Business Activities

Results of Operations

Three month Summary ending October 31, 2009 and 2008

Three Months EndedOctober 312009
      
      
      2008Revenue
      $
      Nil
      
      $
      NilOperating Expenses
      $
      125,516
      
      $
      120,650Net Loss
      $
      (59,766
      )
      $
      (120,650
      )


Expenses

Our operating expenses for the three month periods ended
October 31, 2009 and 2008 are outlined in the table below:

Three Months EndedOctober 312009
      
      
      2008Consulting fees
      $
      69,100
      
      
      NilGeneral and administrative
      $
      14,582
      
      $
      42,478Management fees
      $
      20,875
      
      $
      22,237Research and development
      $
      20,875
      
      $
      53,949Travel
      $
      84
      
      $
      1,986Gain of sale of patent
      $
      70,645
      
      $
      NilLoss on settlement of debt
      $
      (4,894
      )
      $
      Nil


6

---

Three Months EndedOctober 312009
      
      
      2008Write off of patent
      $
      (1
      )
      $
      Nil


Operating expenses for the three months ended October 31, 2009,
increased by 4.03% as compared to the comparative period in 2008 primarily as a
result of increases in consulting fees.

Nine month Summary ending October 31, 2009 and 2008

Nine Months EndedOctober 312009
      
      
      2008Revenue
      $
      Nil
      
      $
      NilOperating Expenses
      $
      277,525
      
      $
      478,615Net Loss
      $
      (211,775
      )
      $
      (478,615
      )


Expenses

Our operating expenses for the nine month periods ended October
31, 2009 and 2008 are outlined in the table below:

Nine Months EndedOctober 312009
      
      
      2008Consulting fees
      $
      76,350
      
      $
      NilGeneral and administrative
      $
      62,994
      
      $
      191,346Management fees
      $
      68,983
      
      $
      69,892Research and development
      $
      68,983
      
      $
      211,717Travel
      $
      215
      
      $
      5,660Gain of sale of patent
      $
      70,645
      
      $
      NilLoss on settlement of debt
      $
      (4,894
      )
      $
      NilWrite off of patent
      $
      (1
      )
      $
      Nil


Operating expenses for the nine months ended October 31, 2009,
decreased by 42.0% as compared to the comparative period in 2008 primarily as a
result of decreases in general and administrative expenses, research and
development and travel expenses.

Revenue

We have not earned any revenues since our inception and we do
not anticipate earning revenues in the upcoming quarter.

Equity Compensation

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 75,000 (post split)
shares of our common stock. As at October 31, 2009, there were 52,500 (post
split) shares of our common stock still available for future grant under the
plan.

7

---

Liquidity and Financial Condition

Working CapitalAt October
    
    
    At January
    
    
    Percentage31, 2009
    
    
    31, 2009
    
    
    Increase/DecreaseCurrent Assets
    $
    156,201
    
    $
    49,534
    
    
    215.34%Current Liabilities
    $
    112,596
    
    $
    86,364
    
    
    30.37%Working Capital
    $
    43,605
    
    $
    (36,830
    )
    
    218.39%


Cash FlowsAs atOctober 31,2009
      
      
      2008Net Cash Provided by (Used in) Operating
        Activities
      $
      (154,932
      )
      $
      (349,222
      )Net Cash Provided by (Used In) Investing Activities
      $
      Nil
      
      $
      NilNet Cash Provided by Financing Activities
      $
      185,588
      
      $
      NilEffect of Exchange Rate Changes
      $
      (4,153
      )
      $
      (18,585
      )Increase (Decrease) In Cash During The
        Period
      $
      26,503
      
      $
      (367,807
      )


As of October 31, 2009, our company had working capital of
$43,605. 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
      ExpensesManagement and Consulting
    $
    500,000Research
      and Development
    
    3,500,000General and
      Administrative
    
    550,000Total
    $
    4,550,000


We plan to raise additional capital required to meet immediate
short-term needs and to meet the balance of our estimated funding requirements
for the twelve months, primarily through the private placement of our
securities.

We are not aware of any known trends, demands, commitments,
events or uncertainties that will result in or that are reasonably likely to
result in our liquidity increasing or decreasing in any material way.

Future Financings

We will require additional financing in order to enable us to
proceed with our product development program. There is no assurance that any
party will advance additional funds to us in order to enable us to sustain our
plan of operations. We anticipate continuing to rely on equity sales of our
common stock in order to continue to fund our business operations. Issuances of
additional shares will result in dilution to our existing stockholders. There is
no assurance that we will achieve any additional sales of our equity securities
or arrange for debt or other financing to fund our planned business activities.

We presently do not have any arrangements for additional
financing and no potential lines of credit or sources of financing are currently
available for the purpose of proceeding with our plan of operations.

Contractual Obligations

As a smaller reporting company, we are not required to
provide tabular disclosure obligations.

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

8

---

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 debt or equity financing.

Off-Balance Sheet Arrangements

We have 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
stockholders.

Critical Accounting Policies

The discussion and analysis of our financial condition and
results of operations are based upon our financial statements, which have been
prepared in accordance with the accounting principles generally accepted in the
United States of America. 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 financial statements.

Basis of Presentation

These consolidated financial statements and notes are presented
in accordance with accounting principles generally accepted in the United States
(U.S. GAAP) and are expressed in US dollars. Our companys fiscal year end is
January 31.

Principles of Consolidation

These financial statements include the accounts of our company
and our wholly-owned subsidiary, Cyplasin OncoScience Inc. These financial
statements also include the accounts of Astro, whose results of operations and
cash flows for the period from February 1, 2007 to February 15, 2007, have been
reported on a discontinued basis. All significant intercompany transactions and
balances have been eliminated.

Use of Estimates

The preparation of financial statements in conformity with U.S.
GAAP requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of contingent assets
and liabilities and the reported amounts of revenues and expenses. Our companys
actual results could differ from managements estimates and assumptions.
Significant areas requiring the use of management estimates relate to the
determination of impairment of intangibles and long lived assets, expected tax
rates for future income tax recoveries and determining the fair values of
financial statements.

Equipment

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

Long-Lived Assets

Long-lived assets are reviewed for impairment whenever events
or changes in circumstances indicate that the carrying amount of the assets
might not be recoverable at the end of each reporting period. Conditions that
would necessitate an impairment assessment include a significant decline in the
observable market value of an asset, a significant change in the extent of
manner in which an asset is used, or a significant adverse change that would
indicate that the carrying amount of asset or group of assets is not
recoverable. For long-lived assets to be held and used, management measures fair
value based on quoted market prices or based on discounted estimates of future
cash flows.

9

---

Research and Development

Research and product development costs are expensed as
incurred.

Other Comprehensive Income

During the years ended January 31, 2009 and 2008, the only
component of comprehensive income was foreign currency translation
adjustments.

Income Taxes

Our company uses the assets and liability method of accounting
for income taxes. Under this method, deferred income tax assets and liabilities
are recognized for the future tax consequences attributable to temporary
differences between the financial statements carrying amounts of existing assets
and liabilities and their respective tax bases. Deferred tax assets and
liabilities are measured using enacted tax rates expected to apply to taxable
income in the years in which those temporary differences are expected to be
recovered or settled.

Our company recognizes the financial statement benefit of a tax
position only after determining that the relevant tax authority would make more
likely than not sustain the position following an audit. For tax positions
meeting this standard, the amount recognized in the financial statements is the
largest benefit that has a greater than 50 percent likelihood of being realized
upon ultimate settlement with the relevant tax authority.

Basic and Diluted Loss per Share

Our company reports basic loss per share in by computing the
weighted average number of common shares outstanding during the year. Diluted
earnings per share reflect the potential dilution that could occur if
potentially dilutive securities were exercised or converted to common stock. The
dilutive effect of options and warrants and their equivalent is computed by
application of the treasury stock method and the effect of convertible
securities by the if converted method. For the years presented, diluted loss
per share is equal to basic loss per share as the effect of the computations are
anti-dilutive.

Financial Instruments and Risk Management

The carrying value of our companys financial instruments,
consisting of cash, receivables and accounts payable and accrued liabilities
approximates their fair value due to the short maturity of such instruments.
Unless otherwise noted, it is managements opinion that our company is not
exposed to significant interest, currency or credit risks arising from these
financial instruments.

Our companys operations are in Canada and virtually all of its
assets and liabilities are giving rise to significant exposure to market risks
from changes in foreign currency rates. The financial risk is the risk to our
companys operations that arise from fluctuations in foreign exchange rates and
the degree of volatility of these rates. Currently, our company does not use
derivative instruments to reduce its exposure to foreign currency risk.

Foreign Currency Translation

Our companys functional currency is the Canadian dollar. The
financial statements of the Company are translated to United States dollar
equivalents. 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.

Stock-Based Compensation

Compensation cost related to share-based payments, such as
stock options and employee stock purchase plans, are recognized in the financial
statements based on the grant-date fair value of the award.

10

---

Recent Accounting Pronouncements

Our company recognizes in the financial statements the effects
of subsequent events that provide additional evidence about conditions that
existed at the date of the balance sheet, including the estimates inherent in
the process of preparing financial statements. An entity shall disclose the date
through which subsequent events have been evaluated, as well as whether that
date is the date the financial statements were issued. Companies are not
permitted to recognize subsequent events that provide evidence about conditions
that did not exist at the date of the balance sheet but arose after the balance
sheet date and before financial statements are issued. Some non recognized
subsequent events must be disclosed to keep the financial statements from being
misleading. For such events a company must disclose the nature of the event, an
estimate of our financial effect, or a statement that such an estimate cannot be
made.

The FASB Accounting Standards Codification (the Codification)
is the source of authoritative GAAP recognized by the FASB to be applied to
nongovernment entities. The adoption of the Codification has not had a material
impact on our financial position, results of operations or cash flows.

Certain other recent accounting pronouncements have not been
disclosed as they are not applicable to our company.

Item 3. Quantitative Disclosures About Market Risks

As a smaller reporting company, we are not required to
provide the information required by this Item.

Item 4T. 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 October 31, 2009, the end of our third quarter covered by
this report, we carried out an evaluation, under the supervision and with the
participation of our president (also our principal executive officer, principal
financial and accounting officer), of the effectiveness of the design and
operation of our disclosure controls and procedures. Based on the foregoing, our
president (also our principal executive officer, principal financial and
accounting officer) concluded that our disclosure controls and procedures were
not effective in providing reasonable assurance in the reliability of our
reports as of the end of the period covered by this quarterly report.

There have been no changes in our internal controls over
financial reporting that occurred during the quarter ended October 31, 2009 that
have materially or are reasonably likely to materially affect, our internal
controls over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

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

Item 1A. Risk Factors

Much of the information included in this quarterly 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

11

---

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.

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 October 31, 2009, we have a net loss of
$1,699,258. 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.

12

---

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.

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.

13

---

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.

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 Hepatitis C 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.

14

---

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.

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
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

15

---

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 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 11,625,000 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.

16

---

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.

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. Unregistered Sales of Equity Securities and Use of
Proceeds

On December 3, 2009, we approved the issuance of 30,000 common
shares pursuant to a private placement raising gross proceeds of $5,100. As of
the date of this quarterly report, they have not been issued. The shares are to
be issued to one (1) 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
of the Securities Act of 1933.

Item 3. Defaults Upon Senior Securities.

None.

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

None.

Item 5. Other Information

None.

Item 6. Exhibits.

Exhibits required by Item 601 of Regulation S-K

|Exhibit |                                                                                                                                  
|------- | ---------------------------------------------------------------------------------------------------------------------------------
|Number  | Description                                                                                                                      
|        |                                                                                                                                  
|(3)     | Articles of
      Incorporation and By-laws                                                                                      
|        |                                                                                                                                  
|3.1     | Articles of Incorporation (Incorporated by reference from
      our Registration Statement on Form SB-2/a filed on July 29, 2005)

17

---

|Exhibit |                                                                                                                                                                                                              
|------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  | Description                                                                                                                                                                                                  
|        |                                                                                                                                                                                                              
|3.2     | Bylaws (Incorporated
        by reference from our Registration Statement on Form SB-2 filed on May
        5, 2005)                                                                                         
|        |                                                                                                                                                                                                              
|(10)    | Material
        Contracts                                                                                                                                                                                   
|        |                                                                                                                                                                                                              
|10.1    | Asset Purchase
        Agreement dated February 1, 2007 with Christian Petzelt (Incorporated
        by reference from our Form 8-K Current Report filed on February 5, 2007)                                
|        |                                                                                                                                                                                                              
|10.2    | Asset Purchase
        Agreement dated April 10, 2007 with Bioxen Ltd. (Incorporated by reference
        from our Form 8-K Current Report filed on April 13, 2007)                                          
|        |                                                                                                                                                                                                              
|10.3    | Consulting Agreement
        dated February 15, 2007 with Christian Petzelt (Incorporated by reference
        from our Form 10-KSB filed on May 1, 2007)                                                    
|        |                                                                                                                                                                                                              
|10.4    | Consulting Agreement
        dated February 15, 2007 with Bioxen Ltd. (Incorporated by reference from
        our Form 10-KSB filed on May 1, 2007)                                                          
|        |                                                                                                                                                                                                              
|10.5    | Consulting Agreement
        dated February 15, 2007 with Garth Likes (Incorporated by reference from
        our Form 10-KSB filed on May 1, 2007)                                                          
|        |                                                                                                                                                                                                              
|10.7    | Form of Stock
        Option Agreement (Incorporated by reference from our Form 8-K Current
        Report filed on July 3, 2007)                                                                            
|        |                                                                                                                                                                                                              
|(31)    | Section 302
        Certification                                                                                                                                                                            
|        |                                                                                                                                                                                                              
|31.1*   | Certification
        of Principal Executive Officer and Principal Financial Officer filed pursuant
        to Section 302 of the Sarbanes-Oxley Act of 2002                                                 
|        |                                                                                                                                                                                                              
|(32)    | Section 906
        Certification                                                                                                                                                                            
|        |                                                                                                                                                                                                              
|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

18

---

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.                               
|------------------------ | -------------------------------------------------------
|                         | (Registrant)                                           
|                         |                                                        
|                         |                                                        
|Dated: December 18, 2009 |                                                        
|                         | /s/ Garth Likes                                        
|                         | Garth Likes                                            
|                         | President, Chief Executive Officer and Director        
|                         | (Principal Executive Officer, Principal
      Financial
|                         | Officer and Principal Accounting Officer)              

19

---