\

---

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, 2010

or

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

For the transition period from _________________ to _________________

Commission File Number 000-52057

CYPLASIN BIOMEDICAL LTD.(Exact name of registrant as specified in its charter)

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

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

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

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

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

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 BANKRUPTCYPROCEEDINGS 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. 14,949,053
common shares issued and outstanding as of December 17, 2010

1

---

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

Our unaudited interim financial statements for the three and
nine month periods ended October 31, 2010 form part of this quarterly report.
They are stated in United States Dollars (US$) and are prepared in accordance
with United States generally accepted accounting principles.

2

---

CYPLASIN BIOMEDICAL, LTD.(A Development Stage
Company) October 31, 2010 (Unaudited)



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

3

---

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

|                                                                                                                                                         |  | October 31, |   |  | January 31, |  
|-------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------- | - |  | ----------- | -
|                                                                                                                                                         |  | 2010        |   |  | 2010        |  
|ASSETS                                                                                                                                                   |  | $           |   |  | $           |  
|                                                                                                                                                         |  | (Unaudited) |   |  | (Audited)   |  
|                                                                                                                                                         |  |             |   |  |             |  
|Current Assets                                                                                                                                           |  |             |   |  |             |  
|Cash                                                                                                                                                     |  | 81,540      |   |  | 4,918       |  
|Receivables                                                                                                                                              |  | 38,386      |   |  | 32,019      |  
|Prepaids (Note 4)                                                                                                                                        |  |            |   |  | 22,108      |  
|Total Current Assets                                                                                                                                     |  | 119,926     |   |  | 59,045      |  
|Account receivable (Note 2)                                                                                                                              |  |            |   |  | 69,335      |  
|Equipment, net                                                                                                                                           |  | 941         |   |  | 1,576       |  
|Licenses (Note 3)                                                                                                                                        |  | 740,427     |   |  | 740,427     |  
|Total Assets                                                                                                                                             |  | 861,294     |   |  | 870,383     |  
|                                                                                                                                                         |  |             |   |  |             |  
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                                     |  |             |   |  |             |  
|Current Liabilities                                                                                                                                      |  |             |   |  |             |  
|Accounts payable and accrued
      liabilities (Note 3 and 5)                                                                                            |  | 205,482     |   |  | 114,782     |  
|Due to related party (Note 7)                                                                                                                            |  | 40,334      |   |  |            |  
|Loan payable (Note 5)                                                                                                                                    |  | 20,000      |   |  | 10,000      |  
|Total Liabilities                                                                                                                                        |  | 265,816     |   |  | 124,782     |  
|                                                                                                                                                         |  |             |   |  |             |  
|Contingency (Note 1)                                                                                                                                     |  |             |   |  |             |  
|Commitments (Note 3, 4 and 5)                                                                                                                            |  |             |   |  |             |  
|Stockholders Equity                                                                                                                                     |  |             |   |  |             |  
|Common stock (Note 6)                                                                                                                                    |  |             |   |  |             |  
|Authorized: 100,000,000
      shares of common stock, par value
      $0.001           and
      100,000,000 shares of preferred stock, par value $0.001 |  |             |   |  |             |  
|Issued and
      outstanding: 14,949,053 common
      shares           (January
      31, 2010  4,104,200)                                              |  | 14,949      |   |  | 4,104       |  
|Additional paid-in capital                                                                                                                               |  | 2,829,085   |   |  | 1,638,211   |  
|Accumulated other
      comprehensive income                                                                                                             |  | 26,536      |   |  | 28,756      |  
|Obligation to issue shares (Note 3 and 4)                                                                                                                |  | 113,875     |   |  | 654,475     |  
|Subscriptions received (Note
      6)                                                                                                                    |  | 62,647      |   |  | 206,922     |  
|Deficit                                                                                                                                                  |  | (54,275     | ) |  | (54,275     | )
|Deficit accumulated during the development
      stage                                                                                                   |  | (2,397,339  | ) |  | (1,732,592  | )
|Total
      Stockholders Equity                                                                                                                         |  | 595,478     |   |  | 745,601     |  
|Total Liabilities and Stockholders Equity                                                                                                               |  | 861,294     |   |  | 870,383     |  

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, |  
|                                                        |  | 2010               |   |  | 2010        |   |  | 2009        |   |  | 2010        |   |  | 2009        |  
|                                                        |  | $                  |   |  | $           |   |  | $           |   |  | $           |   |  | $           |  
|Operating Expenses                                      |  |                    |   |  |             |   |  |             |   |  |             |   |  |             |  
|                                                        |  |                    |   |  |             |   |  |             |   |  |             |   |  |             |  
|General and
      administrative                        |  | 1,126,285          |   |  | 494,421     |   |  | 139,344     |   |  | 87,121      |   |  | 83,682      |  
|Management fees (Note 7)                                |  | 309,777            |   |  | 49,116      |   |  | 68,983      |   |  | 16,473      |   |  | 20,875      |  
|Research and
      development (Note 7)                 |  | 939,501            |   |  | 49,116      |   |  | 68,983      |   |  | 16,473      |   |  | 20,875      |  
|Travel                                                  |  | 15,953             |   |  | 1,141       |   |  | 215         |   |  | 46          |   |  | 84          |  
|                                                        |  |                    |   |  |             |   |  |             |   |  |             |   |  |             |  
|Loss Before Other Items                                 |  | (2,391,516         | ) |  | (593,794    | ) |  | (277,525    | ) |  | (120,112    | ) |  | (125,516    | )
|                                                        |  |                    |   |  |             |   |  |             |   |  |             |   |  |             |  
|Other Items                                             |  |                    |   |  |             |   |  |             |   |  |             |   |  |             |  
|Gain of sale of
      patent (Note 2)                   |  | 70,025             |   |  |            |   |  | 70,645      |   |  |            |   |  | 70,645      |  
|Loss on settlement of debt (Note
      6)               |  | (4,894             | ) |  |            |   |  | (4,894      | ) |  |            |   |  | (4,894      | )
|Write-off of
      patent (Note 4)                      |  | (1                 | ) |  |            |   |  | (1          | ) |  |            |   |  | (1          | )
|Write-off of accounts receivable (Note 2)               |  | (70,953            | ) |  | (70,953     | ) |  |            |   |  |            |   |  |            |  
|Net Loss                                                |  | (2,397,339         | ) |  | (664,747    | ) |  | (211,775    | ) |  | (120,113    | ) |  | (59,766     | )
|                                                        |  |                    |   |  |             |   |  |             |   |  |             |   |  |             |  
|Loss Per Share  Basic and Diluted                      |  |                    |   |  | (0.08       | ) |  | (0.15       | ) |  | (0.01       | ) |  | (0.03       | )
|                                                        |  |                    |   |  |             |   |  |             |   |  |             |   |  |             |  
|Weighted Average Shares Outstanding  Basic and Diluted |  |                    |   |  | 8,859,289   |   |  | 1,459,152   |   |  | 11,845,433  |   |  | 2,382,943   |  

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, |  
|                                                                                           |  | 2010                  |   |  | 2010        |   |  | 2009        |  
|                                                                                           |  | $                     |   |  | $           |   |  | $           |  
|                                                                                           |  |                       |   |  |             |   |  |             |  
|                                                                                           |  |                       |   |  |             |   |  |             |  
|Cash Flows From Operating
      Activities                                                 |  |                       |   |  |             |   |  |             |  
|                                                                                           |  |                       |   |  |             |   |  |             |  
|Net loss                                                                                   |  | (2,451,614            | ) |  | (664,747    | ) |  | (221,775    | )
|                                                                                           |  |                       |   |  |             |   |  |             |  
|Adjustments to
      reconcile loss to net cash used in
      operating        activities: |  |                       |   |  |             |   |  |             |  
|                                                                                           |  |                       |   |  |             |   |  |             |  
|Depreciation                                                                               |  | 1,968                 |   |  | 635         |   |  | 410         |  
|Gain on
      sale of patent                                                               |  | (70,025               | ) |  |            |   |  | (70,645     | )
|Foreign exchange on gain on sale of patent                                                 |  | 790                   |   |  |            |   |  |            |  
|Loss on
      settlement of debt                                                           |  | 4,894                 |   |  |            |   |  | 4,894       |  
|Accrued interest                                                                           |  | 1,718                 |   |  | 1,718       |   |  |            |  
|Shares for
      consulting services                                                       |  | 387,500               |   |  | 347,500     |   |  | 68,350      |  
|Obligation to issue shares for consulting services                                         |  | 28,875                |   |  |            |   |  |            |  
|Stock-based
      compensation                                                             |  | 363,495               |   |  |            |   |  | 49,482      |  
|Write-off of patent                                                                        |  | 1                     |   |  |            |   |  | 1           |  
|Write-off
      of accounts receivable                                                     |  | 70,953                |   |  | 70,953      |   |  |            |  
|Foreign exchange on accounts receivable                                                    |  | (1,618                | ) |  | (1,618      | ) |  |            |  
|                                                                                           |  |                       |   |  |             |   |  |             |  
|Changes in
      operating assets and liabilities:                                         |  |                       |   |  |             |   |  |             |  
|                                                                                           |  |                       |   |  |             |   |  |             |  
|Receivables                                                                                |  | (38,386               | ) |  | (6,367      | ) |  | (14,840     | )
|Prepaids                                                                                   |  |                      |   |  |            |   |  | 5,421       |  
|Accounts payable and accrued liabilities                                                   |  | 89,418                |   |  | (25,363     | ) |  | 13,770      |  
|Due to related party                                                                       |  | 40,334                |   |  | 40,334      |   |  |             |  
|                                                                                           |  |                       |   |  |             |   |  |             |  
|Net
      Cash Used in Operating Activities                                                |  | (1,571,697            | ) |  | (236,955    | ) |  | (154,932    | )
|Cash Flows From Investing
      Activities                                                 |  |                       |   |  |             |   |  |             |  
|                                                                                           |  |                       |   |  |             |   |  |             |  
|Acquisition of
      equipment                                                             |  | (2,909                | ) |  |            |   |  |            |  
|Acquisition of patent                                                                      |  | (100                  | ) |  |            |   |  |            |  
|Acquisition of license                                                                     |  | (97,291               | ) |  |            |   |  |            |  
|                                                                                           |  |                       |   |  |             |   |  |             |  
|Net Cash Used in Investing Activities                                                      |  | (100,300              | ) |  |            |   |  |            |  
|                                                                                           |  |                       |   |  |             |   |  |             |  
|Cash Flows From Financing
      Activities                                                 |  |                       |   |  |             |   |  |             |  
|                                                                                           |  |                       |   |  |             |   |  |             |  
|Proceeds from
      loan payable                                                           |  | 20,000                |   |  | 10,000      |   |  |            |  
|Issuance of common stock                                                                   |  | 1,644,354             |   |  | 284,906     |   |  | 72,428      |  
|Subscriptions received                                                                     |  | 62,647                |   |  | 20,891      |   |  | 113,160     |  
|                                                                                           |  |                       |   |  |             |   |  |             |  
|Net Cash Provided By Financing Activities                                                  |  | 1,727,001             |   |  | 315,797     |   |  | 185,588     |  
|                                                                                           |  |                       |   |  |             |   |  |             |  
|Effect of Exchange Rate Changes                                                            |  | 26,536                |   |  | (2,220      | ) |  | (4,153      | )
|                                                                                           |  |                       |   |  |             |   |  |             |  
|Increase in Cash                                                                           |  | 81,540                |   |  | 76,622      |   |  | 26,503      |  
|                                                                                           |  |                       |   |  |             |   |  |             |  
|Cash Beginning                                                                            |  |                      |   |  | 4,918       |   |  | 25,953      |  
|                                                                                           |  |                       |   |  |             |   |  |             |  
|Cash Ending                                                                               |  | 81,540                |   |  | 81,540      |   |  | 52,456      |  
|                                                                                           |  |                       |   |  |             |   |  |             |  
|Supplemental cash flow
      information (Note 8)                                          | 

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

F-3

---

|1. | Basis of Presentation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | Cyplasin Biomedical, Ltd. (the Company) was
      incorporated in the state of Nevada on November 25, 2004 and is a
      development stage company in the business of developing its licenses for
      patents pertaining to the technology utilized in the prevention and
      treatment of hepatitis C. The Companys shares are quoted on the
      OTC-BB.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | The Company is in the development stage and has not yet
      realized any revenues from its planned operations. 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 rules and regulations of the Securities
      and Exchange Commission. They may not include all information and
      footnotes required by US GAAP for complete financial statements. The
      consolidated interim unaudited financial statements should be read in
      conjunction with those financial statements included in the Form 10-K as
      at January 31, 2010. 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, 2010, are not necessarily indicative of the results that
      may be expected for the year ending January 31, 2011.                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | Management has evaluated events occurred between the end
      of the fiscal quarter, October 31, 2010 to the date when the financial
      statements were issued.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|2. | Patent                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | On April 10, 2007, the Company entered into an Asset
      Purchase Agreement with Bioxen Ltd., (Bioxen) a company indirectly owned
      by a former director of the Company, for the purchase of the rights, title
      and interest to certain intellectual property for $100. On August 12,
      2009, the Company entered into another Asset Purchase Agreement whereby
      Bioxen purchased the rights, title and interest to the intellectual
      property from the Company. As consideration, Bioxen is obligated to pay
      the Company $69,335 (50,000 EUR) which was recorded as a receivable at
      January 31, 2010 and during the year ended January 31, 2010, the Company
      recorded a gain of $70,025 on the sale of the intellectual property, net
      of foreign exchange losses. During the quarter ended July 31, 2010,
      management determined the balance was uncollectible and wrote-off the
      receivable of $70,953, net of foreign exchange.                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | In addition, Bioxen will pay the Company a 0.5% royalty,
      calculated on all gross revenue of licensed products sold by Bioxen, to a
      maximum payment of $3,000,000. At October 31, 2010 and January 31, 2010,
      the Company has recorded $Nil in royalties receivable from
  Bioxen.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|3. | Licenses                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | Effective December 29, 2009, the Company entered into an
      Asset Assignment Agreement with C-Virionics Corporation (C-Virionics)
      whereby the Company acquired certain licenses to patents used in the
      development of vaccination for prevention and treatment of hepatitis C. In
      consideration, the Company paid $97,291 in royalty and other costs on
      behalf of C-Virionics and accrued $17,536 in royalties payable during the
      year ended January 31, 2010. The Company is also obligated to issue
      3,680,000 shares of common stock with a fair value of $625,600 which
      3,180,000 shares of common stock with a fair value of $540,600 has been
      issued (Note 6), and $85,000 is remaining in obligation to issue shares at
      October 31, 2010 (January 31, 2010  $625,600).                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | At October 31, 2010, the Company has recorded a royalty
      payable of $12,506 (January 31, 2010 - $17,536) in accounts payable and
      accrued liabilities.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

F-4

---

|4. | Commitments
|-- | -----------
|   |            
|   | a)         
|   |            
|   | b)         
|   |            
|   |            
|   |            
|   | c)         
|   |            
|   |            
|   |            
|   | d)         
|   |            
|   | e)         
|   |            
|   | f)         

F-5

---

|5. | Promissory Note                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | On April 5, 2010, the Company entered into an unsecured
      promissory note agreement with a shareholder whereby the Company has
      borrowed $20,000 ($10,000 as at January 31, 2010). The note is interest
      bearing at 15% per commencing April 5, 2010, and repayable upon the
      Company completing a financing of at least $100,000. During the term that
      the note is outstanding, the shareholder will have the right to convert
      the outstanding principal balance and accrued and unpaid interest into
      shares of preferred stock. The number of preferred stock into which the
      note will be converted will be equal to the total borrowed plus accrued
      interest on the date of conversion dividend by $0.80. The conversion
      feature had no intrinsic value and accordingly no beneficial conversion
      feature was recorded.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | If the Company fails to make payment, interest will
      accrue at a rate of 18% on the outstanding balance plus accrued interest.
      Included in accounts payable and accrued liabilities at October 31, 2010
      is $1,718 (January 31, 2010 - $Nil) in accrued interest which has been
      recorded in general and administrative expenses.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|6. | Common Stock                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | As at January 31, 2010, the Company had received $206,922
      in subscriptions which was comprised of advances towards private
      placements of 1,158,366 shares of common stock at $0.17 per share and
      100,000 shares of common stock at $0.10 per share.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | On February 12, 2010, the Company completed a private
      placement of 100,000 shares of common stock for gross proceeds of $10,000
      and 846,176 shares of common stock for gross proceeds of $143,850. The
      total proceeds of $153,850 had been recorded in subscriptions received at
      January 31, 2010 and was reallocated to common stock in fiscal
  2011.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | On March 22, 2010, the Company issued 150,000 shares of
      common stock, at a fair value of $46,500, for consulting
  services.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | On May 14, 2010, the Company completed a private
      placement of 486,567 shares of common stock for gross proceeds of $82,720.
      Of the total proceeds of $82,720, $11,316 had been recorded in
      subscriptions received at January 31, 2010 and was reallocated to common
      stock in fiscal 2011.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | On May 14, 2010, the Company issued 3,180,000 shares of
      common stock at a fair value of $540,600 for license (Note 3) and
      1,300,000 shares of common stock at a fair value of $130,000 for
      consulting services.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | On May 14, 2010, the Company issued 500,000 shares of
      common stock at a fair value of $50,000 for finders fee (Note 4) and
      800,000 shares of common stock at a fair value of $80,000 for consulting
      services.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | On July 15, 2010, the Company issued 1,000,000 shares of
      common stock, at a fair value of $170,000, for consulting
  services.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | On July 21, 2010, the Company issued 300,000 shares of
      common stock, at a fair value of $51,000, for consulting
  services.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | On October 21, 2010, the Company completed a private
      placement of 3,482,110 shares of common stock for gross proceeds of
      $241,959.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | During the nine month period ended October 31, 2010, the
      Company paid share issuance costs of $28,457.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | At October 31, 2010, the Company has $62,647 in
      subscriptions received, of which $20,891 was received during the nine
      month period October 31, 2010. These subscriptions are comprised of
      advances towards a private placement of 850,600 shares of common stock at
      $0.17 per share.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | Stock Options                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | The following are the assumptions used for the
      Black-Scholes option pricing model to record the fair value of the stock
      options:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

| | a) | The Company calculated volatility for stock options and
      awards using historical volatility.                                                  
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------
| | b) | The Company used a 0% forfeiture rate and the Company
      does not consider forfeitures to be material.                                          
| | c) | The Company has not, and does not intend to, issue
      dividends, therefore, the dividend yield assumption is 0%.                                
| | d) | The risk-free rate for the expected term of the stock
      options is based on the U.S. Treasury yield curve in effect at the time of
      grant.

On May 11, 2007 the Company adopted a
stock option plan (the Plan) and granted 22,250 stock options to officers,
employees and consultants, exercisable at $30.40 per share for a period of five
years. The Company recognizes stock-

F-6

---

|6. | Common Stock (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | Stock Options (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | based compensation costs over the requisite service
      period of the award, which is the option vesting term. The options vest
      over a period of 30 months, commencing November 10, 2007. The fair value
      of these options at the date of grant was estimated to be $575,656 using
      the Black-Scholes option pricing model with an expected life of 5 years, a
      risk-free interest rate of 4.75%, a dividend yield of 0%, and expected
      volatility of 123%. These stock options expire on May 11, 2012.                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | To October 31, 2010 and January 31, 2010, 4,000 of these
      stock options are outstanding and exercisable and 18,250 stock options
      were cancelled in 2009. During the year ended January 31, 2010, $41,396 in
      stock-based compensation expense was recognized in relation to the vested
      portion of these stock options.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | On January 31, 2010, the Company issued 500,000 stock
      options to the President of the Company, pursuant to the Plan. These
      options are exercisable at a price of $0.18 for a period of five years.
      The Company recognizes stock-based compensation costs over the requisite
      service period of the award, which is the option vesting term. The options
      vest at a rate of 20% per year, commencing January 31, 2010. The fair
      value of these options at the date of grant was estimated to be $68,006
      using the Black-Scholes option pricing model with an expected life of 5
      years, a risk-free interest rate of 2.34%, a dividend yield of 0%, and
      expected volatility of 101%. These stock options expire on January 31,
      2014. To January 31, 2010, 100,000 of these stock options are exercisable
      and the Company recognized $13,600 in stock-based compensation expense in
      relation to these vested stock options.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | Stock option transactions during the year ended January
      31, 2010 were as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

|Balance, January 31, 2008                     |  | 22,250  |  
|--------------------------------------------- |  | ------- | -
|Cancelled                                     |  | (18,250 | )
|Balance, January 31, 2009                     |  | 4,000   |  
|Issued                                        |  | 500,000 |  
|Balance, January 31, 2010  Outstanding       |  | 504,000 |  
|Balance, January
      31, 2010  Exercisable |  | 104,000 |  

|7. | Related Party Transactions                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | During the nine month period ended October 31, 2010, the
      President of the Company received a monthly management consulting fee of
      CDN$11,250 totaling $98,232 (October 31, 2009 - $88,485), of which $49,116
      (October 31, 2009 - $44,242) has been recorded as management fees and
      $49,116 (October 31, 2009 - $44,242) as a research and development. As at
      October 31, 2010, recorded in due to related party is $40,334 (2009 -
      $nil) owing to the President for management consulting
  fees.

F-7

---

|8. | Supplemental Cash Flow
Information
|-- | ----------------------------------

| |                                                                              |  | Accumulated    |  |  |              |  |  |              | 
| | ---------------------------------------------------------------------------- |  | -------------- |  |  | ------------ |  |  | ------------ | 
| |                                                                              |  | From           |  |  |              |  |  |              | 
| |                                                                              |  | February 15,   |  |  |              |  |  |              | 
| |                                                                              |  | 2007           |  |  | Nine Month   |  |  | Nine Month   | 
| |                                                                              |  | (Date of       |  |  | Period ended |  |  | Period ended | 
| |                                                                              |  | reporting as a |  |  | October 31,  |  |  | October 31,  | 
| |                                                                              |  | development    |  |  | 2010         |  |  | 2009         | 
| |                                                                              |  | stage company) |  |  | $            |  |  | $            | 
| |                                                                              |  | to October 31, |  |  |              |  |  |              | 
| |                                                                              |  | 2010           |  |  |              |  |  |              | 
| |                                                                              |  | $              |  |  |              |  |  |              | 
| | Cash paid for Interest                                                       |  |               |  |  |             |  |  |             | 
| | Cash paid for income taxes                                                   |  |               |  |  |             |  |  |             | 
| | Obligation to issue shares of common stock
      for acquisition of licenses |  | 85,000         |  |  |             |  |  |             | 
| | Issue shares of common stock for acquisition of licenses                     |  | 540,600        |  |  | 540,600      |  |  |             | 
| | Issue shares of common stock for consulting
      services                   |  | 387,500        |  |  | 347,500      |  |  |             | 
| | Royalties recorded in accounts payable and accrued
      liabilities         |  | 17,536         |  |  | 12,506       |  |  |             | 
| | Finders fee shares                                                          |  | 50,820         |  |  | 50,000       |  |  |             | 
| | Finders fees recorded in accounts payable and accrued
      liabilities     |  | 114,346        |  |  | 114,346      |  |  |             | 
| | Reclassification of prepaids to common
      stock                           |  |               |  |  | 22,108       |  |  |             | 
| | Reclassification
      of subscriptions received to common stock             |  |               |  |  | 144,275      |  |  |             | 

F-8

---

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 6.2 for 1 forward stock split of our authorized, issued and outstanding common
stock. Following our incorporation, we commenced the business, through our
wholly-owned subsidiary, Astro Nutrition Inc., as a reseller of health products
and herbal remedies. We targeted the market of health food supplements and
herbal remedies by catering mainly to the European and Asian markets. We
disposed of our former wholly-owned subsidiary, Astro Nutrition Inc. during our
quarter July 31, 2007.

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

4

---

As of the closing date of the asset purchase agreement on
February 15, 2007, our company commenced the business of developing a novel
therapeutic, recombinant protein called Cyplasin. On April 10, 2007, we
entered into an asset purchase agreement with Bioxen Ltd., whereby we acquired a
second Cyplasin patent describing a protein having anti tumor effect. Research
into the Cyplasin protein structure has allowed us to manufacture the protein in
the laboratory and develop procedures for the scale up in large-scale
manufacturing processes as the discovery was to be commercialized. Additional
patents were filed for these various processes and some have been issued in
various jurisdictions.

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

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

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

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

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

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

On February 13, 2009, we entered into a letter of intent with
Vancouver based Pacific Therapeutics Ltd. to effect a reverse takeover in which
we would acquire 100% of Pacific Therapeutics Ltd.s common stock to be
completed on or before March 30, 2009. Due to Pacific Therapeutics Ltd.s
investors wishing to remain a private company, the letter of intent with PTL was
terminated May 1, 2009.

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

5

---

On August 1, 2009 our company entered into an IP Asset Transfer
Agreement with Bioxen Ltd., which effectively terminated the previous license
agreement and in consideration for cancellation of Bioxen shares in our company,
returned the Cyplasin patents back to Bioxen. Under the terms of the agreement,
Bioxen is obligated to pay our company $74,030 (50,000 EUR) within 5 days of
completion of a corporate financing in a minimum amount of 500,000 EUR. At
October 31, 2010, management determined the balance was uncollectible and
wrote-off the receivable of $70,953, net of foreign exchange.

Effective November 25, 2009, the Nevada Secretary of State
accepted for filing a Certificate of Amendment, wherein we have effected an
amendment to our Articles of Incorporation to increase the authorized number of
shares of our common stock from 11,625,000 shares to 100,000,000 shares, par
value of $0.001 per share; and an amendment to our Articles of Incorporation for
the alteration of our authorized share capital to authorize the issuance of up
to 100,000,000 shares of preferred stock, par value of $0.001 per share, for
which our directors may fix and determine the designations, rights, preferences
or other variations of each class or series within each class of the shares of
preferred stock. This amendment was approved by our board of directors and the
holders of the majority of our outstanding shares on February 4, 2009.

Upon further discussion with C-Virionics we announced the
entering into a letter of intent to effect a reverse take-over with C-Virionics.
Subsequently the reverse take-over discussions were terminated and instead it
was agreed that Cyplasin would be assigned certain intellectual property held by
C-Virionics. 4231083, 2,269,097.

The IP to be assigned from the NIH and Virionics is as
follows:

|U.S.A.    | Issued | # 6,387,662
|--------- | ------ | -----------
|Australia | Issued | # 738585   
|EPO       | Issued | # 9791652.6
|Japan     | Issued | # 4,231,08 
|Canada    | Issued | # 2,269,097

U.S. Patent No. 6,387,662 (U.S. S/N 09/246,441), issued May 14,
2002, entitled "Synthesis and Purification of Hepatitis C Virus-Like particles"
(E-009-1997/0) (Inventors: T. Jake Liang (NIDDK), Thomas F. Baumert (NIDDK)).
This application is a continuation of and claims the benefit of priority of
International Application No. PCT/US97/05096 designating the U.S. having
International filing date of Mar. 25, 1997, claims the benefit of priority of
U.S. S/N 60/030,238, filed Nov. 8, 1996.

PCT/US97/05096 filed March 25, 1997, entitled "Synthesis and
Purification of Hepatitis C Virus-Like particles in vitro" (related to
E-009-1997/0) (Inventors: T. Jake Liang (NIDDK), Thomas F. Baumert (NIDDK)).
National Stage filed March 25, 1997: in Australia Patent No. 738585, issued Jan.
03, 2002, in

EPO patent application No. 9791652.6, in Canada patent
application No. 2269097, in Japan patent application No. 10-522521.

On December 30, 2009 the IP Licenses were obtained from
Virionics in exchange for 3,680,000 Common Shares of Cyplasin plus a cash
payment for settlement of outstanding NIH invoices, totaling $97,291 in royalty
and other costs. During the nine months ended October 31, 2010, 3,180,000 shares
of common stock with a fair value of $540,600 have been issued and $85,000 is
remaining in obligation to issue shares at October 31, 2010 (January 31, 2010 
$625,600).

At October 31, 2010 our company has recorded a royalty payable
of $12,506 (January 31, 2010 - $17,536) in accounts payable and accrued
liabilities in relation to the licenses.

On May 17, 2010, our company entered into a letter of agreement
with Minapharm Pharmaceuticals SAE a company incorporated in Egypt. Among other
products Minapharm is engaged in the development and commercialization of
Hepatitis C pharmaceutical products within Egypt.

6

---

Pursuant to the letter of agreement, our company will grant
Minapharm an exclusive product distribution agreement and a royalty bearing
sub-license which will give Minapharm the right to manufacture, market, sell or
otherwise commercialize our companys ribavirin (C-Virin) and our USP hepatitis
C vaccine (C-Vaxin). Minapharm will grant our company the rights to exclusive
product development, marketing and distribution rights and a royalty bearing
license to rights to its pegylated interferon-alpha, in an active pharmaceutical
ingredient or as finished final product. The agreement also calls a small
convertible loan to be made to Cyplasin to help initiate the manufacture of the
Ribavirin product.

On May 18, 2010, our company entered into an Engagement
Agreement (the Engagement Agreement) with Cambridge Partners LLC, whereby
Cambridge will act as a financial advisor with respect to a future financing,
until May 15, 2011. The Engagement Agreement can be terminated after November
15, 2010. Our company will pay Cambridge a cash fee equal to 5% of the gross
proceeds raised by them, in addition to issuing Cambridge warrants equal to 5%
of the shares of common stock issued in the financing. Such warrants will be
exercisable at the same price of the shares of common stock issued in the
financing. Our company also agrees that if our company completes a financing
with one of their contacts within one year after the term of the agreement, our
company will pay the fees as stated above. Subsequent to October 31, 2010, the
company terminated the Engagement Agreement. As a result, the retainer of $5,000
paid to Cambridge was recorded as consulting fees which are recorded in general
and administrative expenses.

On June 8, 2010, our company entered into an agreement with
Investor Outreach Services (IOS) whereby Investor Outreach will introduce our
company to investors. Our company will pay Investor Outreach a cash fee equal to
5% of the gross proceeds raised, in addition to 3% of any additional funds later
brought forth from the investors. Such provisions for compensation will last for
a period of 3 years from the date any investor first invests in our company. To
October, 31, 2010, the company has paid or accrued $Nil to IOS

On July 27, 2010, our company entered into a Securities
Purchase Agreement with Tangiers Investors, LP (Tangiers). Under the
agreement, our company would agree to issue and sell its common stock to
Tangiers for an aggregate purchase price of up to $10,000,000. The funding
obligates Tangiers to buy our companys stock in amounts of up to $250,000 per
draw down, at our companys discretion over a period of 24 months. The purchase
and sale of common stock is predicated upon our company filing a S1 Registration
with the SEC, which at October 31, 2010, was not completed.

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

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.

Results of Operations

Three month Summary ending October 31, 2010 and 2009

|                   |   | Three Months Ended |  
|------------------ | - | ------------------ | -
|                   |   | October 31         |  
|                   |   | 2010               |  
|Revenue            | $ | Nil                |  
|Operating Expenses | $ | 120,112            |  
|Net Loss           | $ | (120,112           | )

7

---

Expenses

Our operating expenses for the three month periods ended
October 31, 2010 and 2009 are outlined in the table below:

|                           |   | Three Months Ended | 
|-------------------------- | - | ------------------ | 
|                           |   | October 31         | 
|                           |   | 2010               | 
|General and administrative | $ | 87,121             | 
|Management fees            | $ | 16,473             | 
|Research and development   | $ | 16,473             | 
|Travel                     | $ | 46                 | 

Operating expenses for the three months ended October 31, 2010,
increased by 4.31% as compared to the comparative period in 2009 primarily as a
result of increases in general and administrative expenses which consist mainly
of consulting fees.

Nine month Summary ending October 31, 2010 and 2009

|                   |   | Nine Months Ended |  
|------------------ | - | ----------------- | -
|                   |   | October 31        |  
|                   |   | 2010              |  
|Revenue            | $ | Nil               |  
|Operating Expenses | $ | 593,794           |  
|Net Loss           | $ | (664,747          | )

Expenses

Our operating expenses for the nine month periods ended October
31, 2010 and 2009 are outlined in the table below:

|                           |   | Nine Months Ended | 
|-------------------------- | - | ----------------- | 
|                           |   | October 31        | 
|                           |   | 2010              | 
|General and administrative | $ | 494,421           | 
|Management fees            | $ | 49,116            | 
|Research and development   | $ | 49,116            | 
|Travel                     | $ | 1,141             | 

Operating expenses for the nine months ended October 31, 2010,
increased by 113.96% as compared to the comparative period in 2009 primarily as
a result of increases in general and administrative expenses which consist
mainly of increased consulting fees.

Revenue

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

8

---

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 stock option plan, we may issue up to 10% of the
issued and outstanding common shares in stock options. As at October 31, 2010,
there were 990,905  shares of our common stock still available for future grant
under the plan.

Liquidity and Financial Condition

Working Capital

|                    |   | At October 31, |   |   | At January 31, |   |  | Percentage        | 
|------------------- | - | -------------- | - | - | -------------- | - |  | ----------------- | 
|                    |   | 2010           |   |   | 2010           |   |  | Increase/Decrease | 
|Current Assets      | $ | 119,926        |   | $ | 59,045         |   |  | 103.11%           | 
|Current Liabilities | $ | 265,816        |   | $ | 124,782        |   |  | 113.03%           | 
|Working Capital     | $ | (145,890       | ) | $ | (65,737        | ) |  | 121.93%           | 

Cash Flows

|                                                          |   | As at       |   |   | As at       |  
|--------------------------------------------------------- | - | ----------- | - | - | ----------- | -
|                                                          |   | October 31, |   |   | October 31, |  
|                                                          |   | 2010        |   |   | 2009        |  
|Net Cash Provided by (Used
      in) Operating Activities | $ | (236,955    | ) | $ | (154,932    | )
|Net Cash Provided by (Used In) Investing
      Activities | $ | Nil         |   | $ | Nil         |  
|Net Cash Provided by
      Financing Activities           | $ | 315,797     |   | $ | 185,588     |  
|Effect of Exchange Rate Changes                           | $ | (2,220      | ) | $ | (4,153      | )
|Increase (Decrease) In
      Cash During The Period       | $ | 76,622      |   | $ | 26,503      |  

As of October 31, 2010, our company had working capital deficit
of $145,890. 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 Period |  
|----------------------------------------------------------- | -
|Operating
        Expenses                                  |  
|Management and Consulting                                   | $
|Research
        and Development                            |  
|General and Administrative                                  |  
|Total                                                       | $

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.

9

---

Future Financings

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

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

Contractual Obligations

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

Going Concern

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

Off-Balance Sheet Arrangements

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

Critical Accounting Policies

The discussion and analysis of our financial condition and
results of operations are based upon our financial statements, which have been
prepared in accordance with the accounting principles generally accepted in the
United States of America. Preparing financial statements requires management to
make estimates and assumptions that affect the reported amounts of assets,
liabilities, revenue, and expenses. These estimates and assumptions are affected
by managements application of accounting policies. We believe that
understanding the basis and nature of the estimates and assumptions involved
with the following aspects of our financial statements is critical to an
understanding of our financial statements.

Basis of Presentation

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

Use of Estimates

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

10

---

Recent Accounting Pronouncements

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

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

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

Item 3. Quantitative Disclosures About Market Risks

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

Item 4. Controls and Procedures.

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

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

There have been no changes in our internal controls over
financial reporting that occurred during the quarter ended October 31, 2010 that
have materially or are reasonably likely to materially affect, our internal
controls over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

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

11

---

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.

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 February 15, 2007 (date of reporting as a development
stage company), we have a net loss of $2,397,339. We can offer no assurance that
we will operate profitably or that we will generate positive cash flow in the
future. In addition, our operating results in the future may be subject to
significant fluctuations due to many factors not within our control, such as the
level of competition and general economic conditions.

12

---

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

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

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

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

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

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

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

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

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

13

---

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

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

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

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

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

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

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

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

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

14

---

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

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

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

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

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

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

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

15

---

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 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 100,000,000 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.

16

---

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

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

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

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

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

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. [Removed and Reserved]

Item 5. Other Information

None.

17

---

Item 6. Exhibits.

|Exhibit |                                                                                                                                                                                                              
|------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  | Description                                                                                                                                                                                                  
|        |                                                                                                                                                                                                              
|(3)     | Articles of
        Incorporation and By-laws                                                                                                                                                                
|        |                                                                                                                                                                                                              
|3.1     | Articles of Incorporation
        (Incorporated by reference from our Registration Statement on Form SB-2/a
        filed on July 29, 2005)                                                                  
|        |                                                                                                                                                                                                              
|3.2     | Bylaws (Incorporated
        by reference from our Registration Statement on Form SB-2 filed on May
        5, 2005)                                                                                         
|        |                                                                                                                                                                                                              
|(10)    | Material Contracts                                                                                                                                                                                           
|        |                                                                                                                                                                                                              
|10.1    | Asset Purchase
        Agreement dated February 1, 2007 with Christian Petzelt (Incorporated
        by reference from our Form 8-K Current Report filed on February 5, 2007)                                
|        |                                                                                                                                                                                                              
|10.2    | Asset Purchase
        Agreement dated April 10, 2007 with Bioxen Ltd. (Incorporated by reference
        from our Form 8-K Current Report filed on April 13, 2007)                                          
|        |                                                                                                                                                                                                              
|10.3    | Consulting Agreement
        dated February 15, 2007 with Christian Petzelt (Incorporated by reference
        from our Form 10-KSB filed on May 1, 2007)                                                    
|        |                                                                                                                                                                                                              
|10.4    | Consulting Agreement
        dated February 15, 2007 with Bioxen Ltd. (Incorporated by reference from
        our Form 10-KSB filed on May 1, 2007)                                                          
|        |                                                                                                                                                                                                              
|10.5    | Consulting Agreement
        dated February 15, 2007 with Garth Likes (Incorporated by reference from
        our Form 10-KSB filed on May 1, 2007)                                                          
|        |                                                                                                                                                                                                              
|10.7    | Form of Stock
        Option Agreement (Incorporated by reference from our Form 8-K Current
        Report filed on July 3, 2007)                                                                            
|        |                                                                                                                                                                                                              
|(31)    | Section 302
        Certification                                                                                                                                                                            
|        |                                                                                                                                                                                                              
|31.1*   | Certification
        of Principal Executive Officer and Principal Financial Officer filed pursuant
        to Section 302 of the Sarbanes-Oxley Act of 2002                                                 
|        |                                                                                                                                                                                                              
|(32)    | Section 906
        Certification                                                                                                                                                                            
|        |                                                                                                                                                                                                              
|32.1*   | Certification
        of Principal Executive Officer and Principal Financial Officer pursuant
        to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
        Act of 2002

* Filed herewith

18

---

SIGNATURES

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

|                         | CYPLASIN BIOMEDICAL LTD.                               
|------------------------ | -------------------------------------------------------
|                         | (Registrant)                                           
|                         |                                                        
|                         |                                                        
|Dated: December 17, 2010 | /s/
      Garth Likes                                
|                         | Garth Likes                                            
|                         | President, Chief Executive Officer and Director        
|                         | (Principal Executive Officer, Principal
      Financial
|                         | Officer and Principal Accounting Officer)              

19

---