---

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, 2008or

[ ] 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

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.<>39,584,000 common shares issued and outstanding as of December
<>, 2008

---

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

---

|CYPLASIN BIOMEDICAL, LTD.    
|-----------------------------
|(A Development Stage Company)
|                             
|October 31, 2008             
|(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  

---

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

|                                                                    |  | October 31, |   |  | January 31, |  
|------------------------------------------------------------------- |  | ----------- | - |  | ----------- | -
|                                                                    |  | 2008        |   |  | 2008        |  
|ASSETS                                                              |  | $           |   |  | $           |  
|                                                                    |  | (Unaudited) |   |  | (Audited)   |  
|                                                                    |  |             |   |  |             |  
|Current Assets                                                      |  |             |   |  |             |  
|Cash                                                                |  | 69,707      |   |  | 437,514     |  
|Receivables                                                         |  | 12,150      |   |  | 11,984      |  
|Prepaids                                                            |  | 15,770      |   |  | 16,603      |  
|Total Current Assets                                                |  | 97,627      |   |  | 466,101     |  
|Equipment, net                                                      |  | 1,337       |   |  | 1,747       |  
|Patent                                                              |  | 101         |   |  | 101         |  
|Total Assets                                                        |  | 99,065      |   |  | 467,949     |  
|                                                                    |  |             |   |  |             |  
|LIABILITIES AND STOCKHOLDERS EQUITY                                |  |             |   |  |             |  
|Current Liabilities                                                 |  |             |   |  |             |  
|Accounts payable and accrued liabilities                            |  | 49,885      |   |  | 36,700      |  
|Total Current Liabilities                                           |  | 49,885      |   |  | 36,700      |  
|                                                                    |  |             |   |  |             |  
|Contingency (Note 1)                                                |  |             |   |  |             |  
|                                                                    |  |             |   |  |             |  
|Stockholders Equity                                                |  |             |   |  |             |  
|Common stock                                                        |  |             |   |  |             |  
|Authorized: 465,000,000
      shares, par value $0.001              |  |             |   |  |             |  
|Issued and outstanding:
      39,584,000 shares (January 31, 2008  |  |             |   |  |             |  
|39,584,000)                                                         |  | 39,584      |   |  | 39,584      |  
|Additional paid-in capital                                          |  | 1,347,280   |   |  | 1,232,149   |  
|Accumulated other
      comprehensive income                        |  | 51,586      |   |  | 70,171      |  
|Deficit                                                             |  | (54,275     | ) |  | (54,275     | )
|Deficit accumulated during the development
      stage              |  | (1,334,995  | ) |  | (856,380    | )
|Total
      Stockholders Equity                                    |  | 49,180      |   |  | 431,249     |  
|Total Liabilities and Stockholders Equity                          |  | 99,065      |   |  | 467,949     |  

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        |   |             |   |             |   |             |   |             |  
|--------------------------------------- | ------------------ | - | ----------- | - | ----------- | - | ----------- | - | ----------- | -
|                                        | From               |   |             |   |             |   |             |   |             |  
|                                        | February 15, 2007  |   |             |   |             |   |             |   |             |  
|                                        | (Date of reporting |   |             |   |             |   |             |   |             |  
|                                        | as a development   |   | Nine        |   | Nine        |   | Three       |   | Three       |  
|                                        | stage company)     |   | Months      |   | Months      |   | Months      |   | Months      |  
|                                        | to                 |   | Ended       |   | Ended       |   | Ended       |   | Ended       |  
|                                        | October 31,        |   | October 31, |   | October 31, |   | October 31, |   | October 31, |  
|                                        | 2008               |   | 2008        |   | 2007        |   | 2008        |   | 2007        |  
|                                        | $                  |   | $           |   | $           |   | $           |   | $           |  
|                                        |                    |   |             |   |             |   |             |   |             |  
|                                        |                    |   |             |   |             |   |             |   |             |  
|Operating Expenses                      |                    |   |             |   |             |   |             |   |             |  
|                                        |                    |   |             |   |             |   |             |   |             |  
|Consulting                              |                   |   |            |   | 177,848     |   |            |   | 66,224      |  
|General and administrative              | 446,353            |   | 191,346     |   | 131,241     |   | 42,478      |   | 54,647      |  
|Management fees                         | 141,249            |   | 69,892      |   |            |   | 22,237      |   |            |  
|Research and development                | 741,733            |   | 211,717     |   | 200,630     |   | 53,949      |   | 85,430      |  
|Travel                                  | 5,660              |   | 5,660       |   | 23,279      |   | 1,986       |   | 13,047      |  
|                                        |                    |   |             |   |             |   |             |   |             |  
|Net Loss Before Discontinued Operations | (1,334,995         | ) | (478,615    | ) | (532,998    | ) | (120,650    | ) | (219,348    | )
|                                        |                    |   |             |   |             |   |             |   |             |  
|Discontinued operations                 |                   |   |            |   | (62,669     | ) |            |   |            |  
|Net Loss                                | (1,334,995         | ) | (478,615    | ) | (595,667    | ) | (120,650    | ) | (219,348    | )
|                                        |                    |   |             |   |             |   |             |   |             |  
|                                        |                    |   |             |   |             |   |             |   |             |  
|Loss Per Share  Basic and Diluted      |                    |   | (0.01       | ) | (0.02       | ) | (0.00       | ) | (0.01       | )
|                                        |                    |   |             |   |             |   |             |   |             |  
|                                        |                    |   |             |   |             |   |             |   |             |  
|Weighted Average Shares Outstanding    |                    |   |             |   |             |   |             |   |             |  
|Basic and Diluted                       |                    |   | 39,584,000  |   | 32,904,822  |   | 39,584,000  |   | 39,584,000  |  

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, |  
|                                                    | 2008                  |   | 2008        |   | 2007        |  
|                                                    | $                     |   | $           |   | $           |  
|                                                    |                       |   |             |   |             |  
|Cash Flows From Operating Activities                |                       |   |             |   |             |  
|Net loss                                            | (1,334,995            | ) | (478,615    | ) | (595,667    | )
|Adjustments to reconcile net loss to
      net cash |                       |   |             |   |             |  
|provided by (used in) operating
      activities:   |                       |   |             |   |             |  
|Depreciation                                        | 575                   |   | 410         |   | 110         |  
|Stock-based compensation                            | 230,262               |   | 115,131     |   |            |  
|Changes in operating assets and
      liabilities:  |                       |   |             |   |             |  
|Receivables                                         | (12,150               | ) | (166        | ) | (11,966     | )
|Prepaid expenses                                    | (15,770               | ) | 833         |   | (40,135     | )
|Inventory                                           |                      |   |            |   | 12,050      |  
|Accounts payable and
      accrued liabilities      | 49,885                |   | 13,185      |   | 1,290       |  
|Income taxes payable                                |                      |   |            |   | 1,318       |  
|Due to related party                                |                      |   |            |   | (25,374     | )
|Net Cash Used in Continuing Operations              | (1,082,193            | ) | (349,222    | ) | (658,374    | )
|Discontinued operations                             |                      |   |            |   | (54,507     | )
|Net Cash Used in
      Operating Activities         | (1,082,193            | ) | (349,222    | ) | (712,881    | )
|Cash Flows From Investing Activities                |                       |   |             |   |             |  
|Acquisition of equipment                            | (1,912                | ) |            |   | (1,912      | )
|Acquisition of patent                               | (100                  | ) |            |   | (101        | )
|Net Cash Used in
      Investing Activities         | (2,012                | ) |            |   | (2,013      | )
|Cash Flows From Financing Activities                |                       |   |             |   |             |  
|Issuance of
      common stock                      | 1,100,000             |   |            |   | 1,100,001   |  
|Net Cash Provided By Financing Activities           | 1,100,000             |   |            |   | 1,100,001   |  
|Effect of Exchange
      Rate Changes               | 53,912                |   | (18,585     | ) | 131,871     |  
|Change in Cash                                      | 69,707                |   | (367,807    | ) | 516,978     |  
|Cash Beginning                                     |                      |   | 437,514     |   | 149,159     |  
|Cash Ending                                        | 69,707                |   | 69,707      |   | 666,137     |  
|                                                    |                       |   |             |   |             |  
|Supplemental Disclosures                            |                       |   |             |   |             |  
|Interest paid                                       |                      |   |            |   |            |  
|Income taxes paid                                   |                      |   |            |   |            |  

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

F-3

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|CYPLASIN BIOMEDICAL, LTD.                 
|------------------------------------------
|(A Development Stage Company)             
|Notes to Consolidated Financial Statements
|October 31, 2008                          
|(Unaudited)                               

|1. | Going Concern                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | 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 adjustment to the recoverability and classification of
      recorded asset amounts and classification of liabilities that might be
      necessary should the Company be unable to continue as a going concern.
      These factors raise substantial doubt regarding the Companys ability to
      continue as a going concern.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | 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-KSB as at January 31, 2008. 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, 2008, are not
      necessarily indicative of the results that may be expected for the year
      ending January 31, 2009.                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|2. | Stock Options                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | The following are the assumptions used for the
      Black-Scholes option pricings model to record the fair value of the stock
      options:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | (e)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

On May 11, 2007 the Company adopted a stock option plan (the
Plan) and granted 890,000 stock options to officers, employees and
consultants, exercisable at $0.76 per share for a period of five years. The
Company recognizes stock-based compensation costs on a straight-line basis over
the requisite service period of the award, which is the option vesting term. The
options vest semiannually, at a rate of 20%, 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, 2008, $115,131
in stock based compensation expense was recognized (2007 - $Nil) in relation to
the vested stock options and $345,394 of total unrecognized compensation costs
related to the unvested options.

During the nine month period ended October 31, 2008,
stock-based compensation expense has been allocated to the following
accounts:

General and administrative
    $
    50,450Management fees
    
    10,349Research and development
    
    54,332$
    115,131


As of October 31, 2008, 890,000 options have been granted,
356,000 options have vested and no options have been exercised.

F-4

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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 ended April 30, 2007.

We were not successful in implementing our business plan as a
reseller of health products and herbal remedies. As management of our company
investigated opportunities and challenges in the business of being a reseller of
health products and herbal remedies, management realized that the business did
not present the best opportunity for our company to realize value for our
shareholders. Accordingly, we abandoned our previous business plan and 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

2

---

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

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

Our Current Business

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

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

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

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

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

3

---

Results of Operations

Three month Summary ending October 31, 2008 and 2007

Three Months EndedOctober 312008
    
    
    2007Revenue
    $
    Nil
    
    $
    NilOperating Expenses
    $
    120,650
    
    $
    219,348Net Loss
    $
    (120,650
    )
    $
    (219,348
    )


Expenses

Our operating expenses for the three month periods ended
October 31, 2008 and 2007 are outlined in the table below:

Three Months EndedOctober 312008
    
    
    2007Consulting
    $
    Nil
    
    $
    66,224General and administrative
    $
    42,478
    
    $
    54,647Research and development
    $
    53,949
    
    $
    85,430Management fees
    $
    22,237
    
    $
    NilTravel
    $
    1,986
    
    $
    13,047


Operating expenses for the three months ended October 31, 2008,
decreased by 45.00% as compared to the comparative period in 2007 primarily as a
result of a decrease in consulting fees, a decrease in general and
administrative expenses, a decrease in research and development fees and a
decrease in travel expenses.

Nine month Summary ending October 31, 2008 and 2007

Nine Months EndedOctober 312008
    
    
    2007Revenue
    $
    Nil
    
    $
    NilOperating Expenses
    $
    478,615
    
    $
    532,998Net Loss
    $
    (478,615
    )
    $
    (595,667
    )


Expenses

Our operating expenses for the nine month periods ended October
31, 2008 and 2007 are outlined in the table below:

Nine Months EndedOctober 312008
    
    
    2007Consulting
    $
    Nil
    
    $
    177,848General and administrative
    $
    191,346
    
    $
    131,241Research and development
    $
    211,717
    
    $
    200,630Management fees
    $
    69,892
    
    $
    NilTravel
    $
    5,660
    
    $
    23,279


Operating expenses for the nine months ended October 31, 2008,
decreased by 10.20% as compared to the comparative period in 2007 primarily as a
result of a decrease in consulting fees and a decrease in travel expenses.

4

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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 3,000,000 shares of
our common stock. As at October 31, 2008, there were 2,110,000 shares of our
common stock still available for future grant under the plan.

Liquidity and Financial Condition

Working CapitalAt October
    
    
    At January
    
    
    Percentage31, 2008
    
    
    31, 2008
    
    
    Increase/DecreaseCurrent Assets
    $
    97,627
    
    $
    466,101
    
    
    (79.05)%Current Liabilities
    $
    49,885
    
    $
    36,700
    
    
    35.93%Working Capital
    $
    47,742
    
    $
    429,401
    
    
    (88.88)%


Cash FlowsAt October
    
    
    At October31, 2008
    
    
    31, 2007Net Cash Used in Continuing Operations
    $
    (349,222
    )
    $
    (658,374
    )Net Cash Provided by (Used in) Operating Activities
    $
    (349,222
    )
    $
    (712,881
    )Net Cash Provided by (Used In) Investing
      Activities
    $
    Nil
    
    $
    (2,013
    )Net Cash Provided by Financing Activities
    $
    Nil
    
    $
    1,100,000Effect of Exchange Rate Changes
    $
    (18,585
    )
    $
    131,871Increase In Cash During The Period
    $
    (367,807
    )
    $
    516,978


As of October 31, 2008, our company had working capital of
$47,742. 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 PeriodGeneral
      and Administrative
    $
    125,000Total
    $
    125,000


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.

5

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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 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.

Foreign Currency Translation

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

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

Stock-Based Compensation

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

Item 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

6

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

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

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

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

Management believes that preparing and implementing sufficient
written policies and checklists will remedy these material weaknesses Further,
management believes the hiring of additional personnel who have the technical
expertise and knowledge will result in proper segregation of duties and provide
more checks and balances within the department. Additional personnel will also
provide the cross training needed to support our company if personnel turn over
issues within the department occur. This will greatly decrease any control and
procedure issues the company may encounter in the future.

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 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.

7

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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, 2008, we have a net loss of
$1,334,995. We can offer no assurance that we will operate profitably or that we
will generate positive cash flow in the future. In addition, our operating
results in the future may be subject to significant fluctuations due to many
factors not within our control, such as the level of competition and general
economic conditions.

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

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

8

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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.

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.

9

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

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

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

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

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

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

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

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

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

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

10

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

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

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

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

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

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

RISKS RELATED TO OUR COMMON STOCK

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

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

11

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

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

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

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

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

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

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

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

12

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

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

Item 2. Unregistered Sales of Equity Securities and Use of
Proceeds

None.

Item 3. Defaults Upon Senior Securities.

None.

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

None.

Item 5. Other Information

On October 1, 2008, Christian Petzelt resigned as chief
scientific officer and as a director and Geoffrey Galley resigned as a director
of our company

Item 6. Exhibits.

Exhibits required by Item 601 of Regulation S-K

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

13

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|Exhibit |                                                                                                                                                                                                        
|------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  | Description                                                                                                                                                                                            
|32.1*   | Certification
      of Principal Executive Officer and Principal Financial Officer pursuant
      to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
      Act of 2002

* Filed herewith

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

14

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SIGNATURES

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

|                         | CYPLASIN BIOMEDICAL LTD.                               
|------------------------ | -------------------------------------------------------
|                         | (Registrant)                                           
|                         |                                                        
|                         |                                                        
|Dated: December 15, 2008 | /s/ Garth Likes                                        
|                         | Garth Likes                                            
|                         | President, Chief Executive Officer and Director        
|                         | (Principal Executive Officer, Principal
      Financial
|                         | Officer and Principal Accounting Officer)              

15

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