---

**UNITED STATESSECURITIES AND EXCHANGE COMMISSION**Washington, D.C.
20549

**FORM 10-K**

[X] Annual Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

For the Fiscal Year Ended November 30, 2010

[  ] Transition Report Pursuant to Section 13or 15(d) of the
Securities Exchange Act of 1934

COMMISSION FILE NUMBER: 333-141094

**OPENCELL BIOMED, INC.**(Exact Name of Small Business
Issuer as Specified in its Charter)

Nevada(State of Incorporation)

75-3255895(IRS Employer ID Number)

25 The West Mall, #253, Unit 1336 Toronto, Ontario, M9C
1B8(Address of principal executive offices)

(416) 622-5354(Registrant's telephone
number, including area code)

Securities registered pursuant to Section 12(b) of the Exchange
Act: None

Securities registered pursuant to Section 12(g) of the Exchange
Act: Common Stock, par value $0.0001 per share

Indicate by check mark whether the registrant (1) 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 if disclosure of delinquent filers in
pursuant to Item 405 of Regulation S-K (ss.229.405 of this chapter) is not
contained herein, and will not be contained, to the best of the registrant's
knowledge, in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X]

Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
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  [   ]                  | Smaller reporting company
    [X]
|(Do not check if a smaller reporting company) |                                  
|                                              |                                  

1

---

Indicate by check mark whether the registrant is a shell
company (as defined by Rule 12b-2 of the Act)

[   ] Yes            
[X] No

The Issuer's revenues for its most recent fiscal year was $0

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

|Outstanding Shares                        | Class
      as of November 30, 2010
|----------------------------------------- | -----------------------------------
|Common Stock, Par Value $0.0001 per share | 26,140,000                         

DOCUMENTS INCORPORATED BY REFERENCE

A description of "Documents Incorporated by Reference" is
contained in Part III, Item 13.

2

---

OPENCELL BIOMED, INC. TABLE OF CONTENTS

|PART I   |                                                                                                                             |   
|-------- | --------------------------------------------------------------------------------------------------------------------------- | --
|         |                                                                                                                             |   
|Item 1.  | Description of
      Business Overview                                                                                      | 4 
|Item 1A. | Risk Factors                                                                                                                | 10
|Item 1B. | Unresolved Staff
      Comments                                                                                             | 16
|Item 2.  | Description of Properties                                                                                                   | 16
|Item 3.  | Legal Proceedings                                                                                                           | 16
|Item 4.  | Submission of Matter to a Vote of
      Security Holders                                                                    | 17
|         |                                                                                                                             |   
|PART II  |                                                                                                                             |   
|         |                                                                                                                             |   
|Item 5.  | Market for Common Equity and
      Related Stockholders Matters                                                             | 17
|Item 6.  | Selected
      Financial Data                                                                                               | 18
|Item 7.  | Management's Discussion and
      Analysis of Financial Condition and Results of Operations                                 | 18
|Item 7A. | Quantitative and
      Qualitative Disclosures About Market Risk                                                            | 21
|Item 8.  | Financial Statements and
      Supplementary Data                                                                           | 22
|Item 9.  | Changes in and
      Disagreements with Accountants on Accounting and Financial Disclosure                                  | 33
|Item 9A. | Controls and Procedures                                                                                                     | 33
|Item 9B. | Other Information                                                                                                           | 34
|         |                                                                                                                             |   
|PART III |                                                                                                                             |   
|         |                                                                                                                             |   
|Item 10. | Directors,
      Executive Officers, Promoters and Control persons; Compliance with Section
      16(a) of the Exchange Act | 34
|Item 11. | Executive Compensation                                                                                                      | 36
|Item 12. | Security
      Ownership of Certain Beneficial Owners and Management                                                        | 37
|Item 13. | Certain Relationships and Related
      Transactions                                                                        | 38
|Item 14. | Principal
      Accountant Fees and Services                                                                                | 39
|         |                                                                                                                             |   
|PART IV  |                                                                                                                             |   
|         |                                                                                                                             |   
|Item 15. | Exhibits,
      Financial Statement Schedules                                                                               | 40
|Item 15. | Signatures                                                                                                                  | 41

3

---

Cautionary Statement

This report on Form 10-K and the documents or information
incorporated by reference herein contain forward-looking statements within the
meaning of the federal securities laws. These forward-looking statements
include, among others, the following:

- our growth strategies;
- anticipated trends in our business;
- our ability to make or integrate acquisitions;
- our liquidity and ability to finance our products,
- acquisition and development strategies;
- market conditions in the implant industry;
- the impact of government regulation;

We identify forward-looking statements by use of terms such as
"may," "will," "expect," "anticipate," "estimate," "hope," "plan," "believe,"
"predict," "envision," "intend," "will," "continue," "potential," "should,"
"confident," "could" and similar words and expressions, although some
forward-looking statements may be expressed differently. You should be aware
that our actual results could differ materially from those contained in the
forward-looking statements. You should consider carefully the statements under
the "Risk Factors" section of this report and other sections of this report
which describe factors that could cause our actual results to differ from those
set forth in the forward-looking statements.

Forward-looking statements speak only as of the date of this
report or the date of any document incorporated by reference in this report.
Except to the extent required by applicable law or regulation, we do not
undertake any obligation to update forward-looking statements to reflect events
or circumstances after the date of this report or to reflect the occurrence of
unanticipated events.

Unless otherwise noted, all currency figures in this filing are
in U.S. dollars. References to Canadian Dollar or CDN are to the currency of
the Canada. The spot rate as of November 30, 2010, $1.00 USD = 1.0266 CDN.

|**PART I**                                  
|--------------------------------------------
|                                            
|**ITEM 1 -**DESCRIPTION OF BUSINESS OVERVIEW

Our corporate focus is the development of our own proprietary
product line of dental implant systems, which will include the development,
improvement, marketing and distribution of a dental implant system, together
with related and associated parts. We have not yet realized any revenues from
its planned operations and have not commenced the actual sale of products. In
January 2008, we acquired a worldwide, exclusive license from the National
Research Council of Canada for intellectual property rights for porous titanium
standard push-in and acme threaded dental implants. At the same time, we entered
into a research and development agreement with the National Research Council of
Canada to develop dental implants with this acquired technology. A porous
titanium coating on an implant will allow the surgeon to: 1) place an implant in
smaller amounts of host bone, 2) allow for earlier placement of the final
restored tooth/teeth, 3) place and restore a tooth/teeth under less stringent
bone requirements then current standards of care, and 4) achieve a strong base
fixation in all circumstances of implant placement.

Our dental implant system is called the Ti-Foam Dental
Implant System. We plan to manufacture and distribute our system as an
all-inclusive product line augmented by a few products we will purchase for
resale. Our products will be marketed domestically directly to the targeted
market through sales representatives and internationally on a country-by-country
basis through a distribution network that we plan to develop. We will be compliant with good manufacturing
practices, and we will submit our products for regulatory approvals required by
the United States Federal Drug Administration (FDA) and Health Canada. We also
expect to be ISO 9001:2000, ISO 14385:2001, and Annex II (EU Council Directive
94/42/EEC) certified, which allows us to export and market our products within
the European Economic Community. We have filed trademark applications in the
United and Canada for our dental implant product line names.

4

---

The Company neither rents nor owns any property. The Company
utilizes the office space and equipment of Mislav Pavelic, our director and sole
officer, at no cost on a month to month basis at 25 The West Mall, #253, Unit
1336, Toronto, Ontario, M9C 1B8. Our fiscal year end is November 30th.

History and Background

Grand Motion, Inc. was incorporated in the State of Nevada on
July 7, 2006, and its fiscal year end is November 30. The Company had obtained a
license to market, distribute or re-sell specialty tours, airline tickets and
charter flights provided by a private company, in the United States and Canada
but discontinued this business segment during the first quarter of 2008.
Following discontinuation of its business, the Company originally intended to
pursue a variety of consulting and joint venture opportunities in the Peoples
Republic of China (PRC) in the food processing and alternative fuel
manufacturing industries. Grand Motion elected not to pursue the PRC
concentrated strategy when it entered into its agreement with Biomedical Implant
Technologies Ltd., as described herein.

On July 4, 2008, Grand Motion, Inc. and Biomedical Implant
Technologies Ltd. (BIT), an unaffiliated Ontario corporation, completed a Plan
and Agreement of Reorganization whereby Grand Motion issued 20,000,000 shares of
its common stock in exchange for all of the outstanding common stock of BIT. As
a result of the transaction, BIT is now a wholly-owned subsidiary of Grand
Motion.

BIT was incorporated in the Province of Ontario on November 27,
2007, and its fiscal year end is November 30. In January 2008, BIT acquired an
exclusive, worldwide license from the National Research Council of Canada (the
NRC) for porous titanium standard push-in and acme threaded dental implants.
In addition, BIT entered into a research and development agreement with the NRC
to develop dental implants with porous titanium foam surfaces. On July 17, 2008,
we changed our name to "OpenCell Biomed, Inc." We filed a Certificate of
Amendment to the Articles of Incorporation reflecting such change on the same
date with the Nevada Secretary of State.

General

Our corporate focus is the development, marketing and sale of
our proprietary dental implant system known as the Ti-Foam Dental Implant
System. We have not yet realized any revenues from our planned
operations and have not commenced the actual sale of our proprietary product. As
mentioned above, in January 2008, we acquired an exclusive, worldwide license
from the NRC for porous titanium standard push-in and acme threaded dental
implants. Concurrent with the license acquisition, we entered into a research
and development agreement with the NRC to develop dental implants with porous
titanium foam surfaces. (Please refer to the discussion below concerning the
terms of the license agreement and research and development agreement with
NRC).

Since the license acquisition, we have designed and fabricated
a prototype dental implant in collaboration with the NRC.

We have recently completed the final testing phase with the
NRC. The final tests confirmed the implants exceeded all force requirements as
set out by the NRC. The next stage is the commercialization of the Ti-Foam
Dental Implant System which involves establishing a Quality Management
System compliant to ISO 13485 and Health Canada, development of engineering
specifications, material and device testing, sterility and packaging validation
and obtaining FDA and Health Canada clearance for sale of the Ti-Foam
Dental Implant System.We expect to be the sole
manufacturer of our Ti-Foam Dental Implant System, which is an
all-inclusive product line augmented by a few products that we will purchase for
resale. We also expect to market our products domestically directly to the
targeted market by our sales representatives, and internationally on a
country-by-country basis through selected distributors under a license
arrangements with us (See Marketing and Distribution below).

5

---

We have developed a prototype implant using our proprietary
technology. We are currently working in collaboration with the NRC to develop
the optimum implant design for commercial use and our projected total cost of
commercialization over the next twelve months is expected to be $200,000
($200,000 CDN),. Further information on the R&D program is described in the
Item 7. Managements Discussion and Analysis of Financial Condition and Results
of Operationsbelow. Prior to sale of our product in the United States,
we will be required to file with the United States FDA a Section 510(k)
application, and receive approval of such application. We will be required to
make a similar type application with and receive approval from Health Canada
prior to the commercial sale of our products in Canada. We cannot provide any
assurance of our ability to receive the necessary approvals from such regulatory
bodies.

Research and Development Agreement and Licensing Agreement
with National Research Council of Canada

On November 13, 2007, we entered into an Agreement for R&D
Collaboration with the National Research Council of Canada (NRC) (R&D
Agreement) whereby we collaborated with the NRC on a project for the
development of dental implants with a titanium foam coating. The total amount
spent on R&D as of November 30, 2010 is $180,066 ($180,679 CDN). We have
entered into a technology licensing agreement with the NRC for the intellectual
property arising under the R&D Agreement which is described below.

On January 22, 2008, we entered into a Technology License
Agreement with the NRC (License Agreement) whereby we acquired a worldwide
exclusive license to the technology relating to the Ti-Foam Dental Implant
System. The agreement extends for the duration of the patents covering
the technology. The patents covering the technology expire in 2021. We paid the
NRC $12,110 ($15,000 CDN) upon signing of the License Agreement. In addition, we
are required to pay the licensor a royalty on each product sale equal to the
greater of; 3% or $8 ($10 CDN). The agreement also requires the payment of
minimum annual royalties due as follows; $19,023 ($20,000 CDN) on December 31,
2009, $24,352 ($25,000 CDN) on December 31, 2010, $24,352 ($25,000 CDN) on
December 31, 2011 and $24,352 ($25,000 CDN) for each anniversary thereafter
throughout the term. The licensor, subject to our re-imbursement of 100% of such
costs, is required to obtain and maintain the patents covering the technology.
The license is conditional upon diligent exploitation of the rights granted to
us in a manner likely to satisfy the demand for the products and services in
relation to all reasonable applications within the authorized field of use, and
to adequately serve our customers. If the licensor determines that there has
been a lack of diligence on our part, it may (a) convert the license from an
exclusive to a non-exclusive basis, (b) terminate the agreement, or (c) modify
the field of use. The licensor may terminate the agreement if we become
bankrupt, or insolvent, or have a receiver appointed to continue our operations,
or passes a resolution for winding up, or takes the benefit of any statute
relating to bankrupt or insolvent debtors. Finally, either party may terminate
the agreement for any breach by the other party, subject to a 60 day cure
period.

Implant Market Environment

The dental implant market dates back many centuries.
Originally, dental implants were made of materials as diverse as wood and ivory
in an albeit very crude process. More modern implants using metal pins, posts,
and blade implants originated in the early 19th century a dentist in
the 1930s implanted subperiosteal (on the bone) hardware that would permanently
anchor dentures to the bone. By the late 1940s, implant direction and focus had
shifted to endosteal (in the bone) devices, known as blade type implants.
Practitioners who used implants were seen as mavericks. Over the following
decades the market for blade type implants grew, but never to any appreciable
size. The market languished until the 1970s, during which time, most
prosthetics were developed by practitioners for their own use.

6

---

By 1977, Dr. P. I. Branemark, a Swedish orthopedic surgeon,
developed and brought to market a product line of dental implants composed of
titanium. Since that time the marketplace for implants has flourished, and has
grown continually, through refinements and improvements, and has captured
practitioners due to the ease of use and placement compared with a blade
implant.

Today there are dozens of dental fixtures marketed worldwide.
Some are made of pure titanium or one of its alloys; many are coated with
different materials and processes to stimulate bone growth, called
osseointegration. By 1990, implants had moved to the mainstream of dentistry.
Primarily, oral surgeons and periodontists perform the placement of implants,
but there are a growing number of general dentists who perform implant
procedures. Today, the increase in the number of both specialty practitioners
and general dentists placing implants is continuing, due in part to the
continued success rate of implants, the aging population, and continued
refinements and improvements being made to implant systems.

The merits of having implants instead of conventional bridge
and denture plates are as follows:

- implants are significantly more sturdy than bridgework or dental plates,
- implants can support for a full denture which is unavailable in bridgework
  or dental plates;
- implants support a permanent bridge eliminating the need for a removable
  partial dentures;
- implants do not weaken, alter or discolor adjoining teeth; and
- implants are aesthetically more pleasing.

Products

The primary product to be offered by the Company is a dental
implant product line and system called the Ti-Foam Dental Implant
System. This product line includes various styles of dental implants,
their related prosthetics or armamentarium, devices, tools, irrigated spade
drills, and items purchased for resale.

Dental implants are the foundation upon which natural looking
teeth are placed through a sound and lasting prosthesis. Dental implants are
small anchors (root form) shaped like screws which when placed become an
artificial replacement of the natural roots, are made out of bio-compatible
titanium, and are embedded into the maxilla and mandible (upper and lower jaw,
respectively) of a patient. The titanium alloy utilized is of clinical grade, is
inert to the body and represents a space age material that has the unique
ability to form a permanent biological bond with living tissue. Dental implant
systems are placed by trained dentists, oral surgeons, periodontists,
implantologists, and other similar disciplined professionals. Implants can have
a high success rate if placed properly and expertly. With proper oral care and
regular dental visits, implants have lasted as long as 20 years and may last a
lifetime.

Many of the implants have various coatings or treatments
(hydroxylapatite, titanium plasma sprayed, treated via a resorbable blasted
material, and other like processes) which enhance the bonding and bone growth
process resulting in improved osseointegration.
Ti-FoamTMtakes this a step further as it
allows for absorption of bone within the dental implant structure at the time of
placement and it allows for introduction of bone morphogenic
proteins/anti-biotics within the foam to further encourage rapid bone growth and
adaptation of the implant to bone. Our implants are offered in various diameters
and lengths.

The competitive advantages of the
Ti-FoamTM implant system are as follows:

- It improves osseoinduction and integration through (i) its high porosity
  surface material which allows for improved bone incorporation into the porous
  foamy surface during placement, and (ii) its ability to incorporate enhancing
  proteins and various antibiotics through the foaming process within the
  Ti-foam material.
- It provides a more rapid implant stability than other
  available implants through its unique proprietary surface material that allows
  for an accelerated vascularization of bone to implant interface.
- It improves stress transfer to surrounding bone
  due to the more rapid implant stability.
- It improves peri-implant bone health by adoption
  of gum to the implant.

7

---

We also will offer an extensive line of prosthetic
armamentarium available to practitioners in various prosthetic styles, which
each style being marketed in various cuff heights and material composition (such
as titanium, gold alloy, plastic and ceramics).

Other products that we will offer for use in dental
implantology are bone augmentation materials and Collagen Resorbable Membranes
in various dimensions; and surgical motors and hand pieces made by third party
manufacturers.

We intend to continually review current designs, evaluate new
concepts, and develop new and/or improved products to replace or augment the
Ti-Foam Implant System. Through National Research Council of Canada, we are
engaged in research and development and have spent approximately $124,858 since
inception on new product development. We will in the future seek grants for
specific research works with numerous institutions.

Marketing and Distribution

Our targeted market is clinicians, oral surgeons,
periodontists, implantologists, private continuing educational institutions, and
universities.

We intend to use a combination of event participation, direct
mail, infomercials and product advertising on our web-site and in trade journals
and newspapers, and the establishment of a direct sales program to reach our
targeted market. Our immediate priority of marketing will focus on event
participation and product advertising. Our projected marketing budget for the
next twelve months is approximately $110,000 (See Item 7. Managements
Discussion and Analysis of Financial Condition and Results of Operations). We
will be required to raise capital in order to meet our stated marketing
budget.

Event participation will include being an exhibitor at industry
trade shows, participation in industry forums, and conducting our own industry
seminars. In addition, we intend to advertise our product on our web-site, and
in industry trade journals and newspapers, such as Dental Products
and Oral Health, among other publications.

Apart from event participation and product advertising, we
expect that domestic sales will be handled through a network of sales
representative. The number of sales personal will be subject to a number of
factors, including available cash allocable for marketing purposes and the
success of our initial marketing efforts. We expect that the sales
representatives will be compensated on a salary basis, with some form of
commission structure. We may be required to hire a sales manager to the extent
that our sales representatives exceed twenty. At this time, we do not have a
sales representative. We believe that we will be required to pay sales
representatives a salary of $60,000 along with some form of commission
structure. At this time, we have not identified the appropriate compensation
structures for our sales representatives or our sales managers.

As mentioned above, we intend to enter into distribution
arrangements for international sales. We expect that a distributor will have
some form of geographical limitation, will be required to pay a onetime fee, and
will be receive favourable distributor pricing on product purchases. At this
time, we have not identified any potential distributors, nor have we determined
the material terms of any distributor agreement.

8

---

Markets and Competition

Based on available industry information, we estimate the size
of the domestic and international implant market to be approximately $1.7
billion and such information indicates that the market will grow annually at a
rate of 15-23% from 2008 to 2013 (Millennium Research Group - Competitor
Insights for Implants - (www.mrg.net)). The expected growth is primarily
from an aging population, better education of new dentists, and developing
interest from, and education of, existing general dentists. There are four
companies that dominate the world-wide marketplace, with a second tier of five
additional companies. The principal competition consists of Nobel Biocare
Holding AG (NOBN: Swiss Exchange), Biomet 3i Inc., Straumann Holding AG (STMN:
Swiss Exchange), Zimmer Holdings Inc. (ZMH:NYSE), and Medtronics Inc. (MDT:
NYSE). Many of these competitors are subsidiaries or divisions of larger
companies, and many have substantial capital resources which are significantly
larger than our capital resources. We believe, however, that we can compete with
all of such companies because of our belief that our proprietary product
represents an enhancement to existing products and procedures in the existing
marketplace. However, we cannot provide any guarantees that our products will
achieve commercial success.

Raw Materials and Manufacturing

The materials used in manufacturing the dental product line are
medical grade titanium alloy, gold alloy, stainless steel and ceramic. Titanium
is inert to body tissue and bone, and is an alloy which has the unique ability
after being placed to form a permanent biological bond with living tissue.
Research in the use of ceramic and other materials has been completed and is
continually underway, particularly for use as abutments. The availability of
these materials is good; however, titanium prices have risen 40% over the past
year. Currently we subcontract the manufacture of the base of the dental implant
to a local company; however, we believe other subcontractors are available in
the area at competitive rates. Following the production of the dental implant,
our patented porous titanium foam surface coating will be applied to the
product. As of the date of this Report, we have not determined whether we or a
subcontractor will foam surface coat the product. We do not anticipate that
either will materially impact our operations.

Patents and Trademarks

The technology surrounding our products is subject to patent
protection. The open material methodology received a US patent (#6,660,224 B2)
on December 9, 2003 (filed August 27, 2001), a Canadian Patent (2,355,790) on
April 25, 2005 (filed August 16, 2001), and a patent under the Patent
Cooperation Treaty (Publication Number WO 03/015963 A1) filed August 15,
2002.

Our other patents include:

- L.P.Lefebvre, Y. Thomas, M. Gauthier, Method of Making Open Cell
  Material, CIP US 7,108,828 B2, Sep. 19, 2006.
- L.P. Lefebvre and Y. Thomas, Method of making open cell material,European Patent Application No.02754042.6 (EP /417065)
- L.P. Lefebvre, Y. Thomas and M. Gauthier, Method of Making Open Cell
  Material,Canadian Patent Application Number CA 2 469 244 filed May 31,
  2004.

Patents filed in the United States, Canada and with other
countries subject to the World Trade Organization are valid for 20 years from
the earliest claimed filing date.

We have has filed trademarks as available for its dental
implant product line names and logos. We also have registered the following
domain names: www.opencellbiomed.com.

9

---

Regulatory

We will continually maintain and update as necessary its ISO
9001 / EN 13485:2001 and Annex II (CE mark) certification to continue to permit
the Company to import and market its products within the European Economic
Community (EEC). ISO certification is required to permit us to export our
products into the EEC or any other country that has adopted the ISO rules,
regulations and policies.

In order for us to sell our product in the United States, we
will need approval from the United States Food and Drug Administration. We plan
to file for registration with the US-FDA under Section 510(k) of the Food, Drug
and Cosmetic Act and adhere to the FDA guidelines prior to making sales in the
United States. We will be required to make a similar filing with and receive
approval from Health Canada prior to the commercial sale in Canada. We cannot
predict whether we will be successful in obtaining the necessary approval from
the regulatory bodies in the United States and Canada.

Research and Development

We continually evaluate new ideas and concepts relating to
dental implantology. New products will be, and are currently being, brought to
market as clinical evaluations, studies and testing are completed and FDA
registration, if required or necessary is obtained. In addition, product
research is continually being performed on our existing product line. Since the
commencement of the R&D Agreement with NRC in 2008, we spent $180,066
($180,679 CDN) in research and development costs.

Environmental Laws

Environmental laws do not impact our business, except for waste
products/materials created and/or generated by manufacturing processes. These
waste products are being recycled according to and in compliance with federal,
state and local environmental protection laws.

Our compliance with federal, state and local environmental
protection laws has not had, and is not expected in the future to have, an
effect on capital expenditures, liquidity, earnings or its competitive
position.

Employees

We are a development stage company and we do not have any
employees, other than our sole officer and director. We intend to hire
additional employees on an as needed basis.

|ITEM 1A. - RISK FACTORS
|-----------------------

In addition to the other information included in this Form
10-K, the following risk factors should be considered in evaluating the
Companys business and future prospects. The risk factors described below are
not necessarily exhaustive and you are encouraged to perform your own
investigation with respect to the Company and its business. You should also read
the other information included in this Form 10-K, including the financial
statements and related notes.

We have a limited operating history that you can use to
evaluate us, and the likelihood of our success must be considered in light of
the problems, expenses, difficulties, complications and delays frequently
encountered by a small developing company.

We were incorporated in Nevada in July 2006 and our operating
subsidiary was incorporated in Ontario, Canada on November 27, 2007. We have no
significant financial resources and no revenues to date. The likelihood of our
success must be considered in light of the problems, expenses, difficulties,
complications and delays frequently encountered by a small developing company
starting a new business enterprise and the highly competitive environment in
which we will operate. Since we have a limited operating history, we cannot assure you that our business will be profitable or that
we will ever generate sufficient revenues to meet our expenses and support our
anticipated activities.

10

---

We have not developed a commercial product.

We have developed a working proto-type of our
Ti-FoamTM products and have completed
research and development with the NRC in this regard. Although we are confident
in our ability to develop a commercial product, it is conceivable that final
testing could result in certain product features requiring redesign or
improvement which could delay indefinitely or permanently preclude the
commercial introduction of the product.

We will need approval from various health regulatory
bodies.

In order for us to commercially sell our product in the United
States and in Canada, our product will have to be approved by the US FDA and
Health Canada, respectively. Similar applications will need to be filed with the
European Union. Although we expect to receive such approvals in a timely
fashion, it is conceivable that we may not be able to obtain the necessary
approval to allow for the timely commercial sale of our product or at all.

We have received limited indications of the commercial
acceptability of our products. Accordingly, we cannot predict whether our
products can be marketed and sold in a commercial manner.

Our success will be dependent upon our ability to sell our
Ti-FoamTM products in quantities
sufficient to yield profitable results. To date, we have received limited
indications of the commercial acceptability of our products. Accordingly, we
cannot predict whether the omni-directional product can be marketed and sold in
a commercial manner.

We currently lack any distribution channels for our
products.

We do not have any established channels of sales or
distribution for our product line. We have only recently formulated a marketing
and sales plan, and the plan is largely untested. Therefore, we cannot predict
whether we will be successful in establishing a successful sales and
distribution channels for our product.

We cannot assure that we will have in place sufficient
patent protection and confidentiality agreements for our proprietary technology.
If we do not adequately protect our intellectual property rights, there is a
risk that they will be infringed upon or that our technology infringes upon one
of our competitor's patents. As a result, we may experience a loss of revenue
and our operations may be materially harmed.

Our success will be dependent, in part, upon the protection of
our proprietary Ti-FoamTMtechnology from
competitive use. We received patents regarding our porous titanium form
technology relating to dental implants. Notwithstanding the foregoing, it is
possible that our competitors could build similar products. In addition to the
patent applications, we intend to rely on a combination of trade secrets,
nondisclosure agreements and other contractual provisions to protect our
intellectual property rights. Nevertheless, these measures may be inadequate to
safeguard our underlying technology. If these measures do not protect the
intellectual property rights, third parties could use our technology, and our
ability to compete in the market would be reduced significantly. Moreover, if
the sale of our product extends to foreign countries, we may not be able to
effectively protect its intellectual property rights in such foreign countries.

In the future, we may be required to protect or enforce our
patents and patent rights through patent litigation against third parties, such
as infringement suits or interference proceedings. These lawsuits could be
expensive, take significant time, and could divert management's attention from
other business concerns. These actions could put our patents at risk of being
invalidated or interpreted narrowly and any patent applications at risk of not
issuing. In defense of any such action, these third parties may assert claims
against us. We cannot provide any assurance that we will have sufficient funds to
vigorously prosecute any patent litigation, that we will prevail in any of these
suits, or that the damages or other remedies awarded, if any, will be
commercially valuable. During the course of these suits, there may be public
announcements of the results of hearings, motions and other interim proceedings
or developments in the litigation. If securities analysts or investors perceive
any of these results to be negative, it could cause the price of our common
stock to decline.

11

---

We will require financing to achieve our current business
strategy and our inability to obtain such financing could prohibit us from
executing our business plan and cause us to slow down our expansion of
operations.

We will need to raise funds through public or private debt or
sale of equity to achieve our current business strategy (see Item 7.
Managements Discussion and Analysis of Financial Condition and Results of
Operations). Such financing may not be available when needed. Even if such
financing is available, it may be on terms that are materially adverse to the
interests of our existing shareholders with respect to dilution of book value,
dividend preferences, liquidation preferences, or other terms. Our capital
requirements to implement our business strategy will be significant as set forth
in Item 7. Managements Discussion and Analysis of Financial Condition and
Results of Operations. Moreover, in addition to monies needed to continue
operations over the next twelve months, we anticipate requiring additional funds
in order to significantly expand our operations. No assurance can be given that
such funds will be available or, if available, will be on commercially
reasonable terms satisfactory to us.

If we are unable to obtain financing on reasonable terms, we
could be forced to delay or scale back our plan of operations. In addition, such
inability to obtain financing on reasonable terms could have a material adverse
effect on our business, operating results, or financial condition.

We may pay consultants and employees in our common stock
as consideration for their services which may result in stockholder
dilution.

Presently, we have limited cash availability. Although we are
hopeful to raise sufficient funds to properly develop our business strategy (see
Item 7. Managements Discussion and Analysis of Financial Condition and Results
of Operations), we may not be successful in our fund raising efforts. Therefore,
it is conceivable that in the future, we may pay consultants and employees in
the form of common stock, warrants or options to purchase shares of our common
stock rather than cash. Payments for services in stock may materially and
adversely affect our existing stockholders by diluting the value of outstanding
shares of our common stock.

Our auditor has expressed substantial doubt as to our
ability to continue as a going concern.

Based on our financial history, our auditor has expressed
substantial doubt as to our ability to continue as a going concern. We are a
development stage company that has never generated any revenue. If we cannot
obtain sufficient funding, we may have to delay the implementation of our
business strategy and/or heighten the risk of our business failure.

We face substantial competition from numerous sources,
many of which have access to better resources.

Many of our competitors have longer operating histories, larger
customer bases, longer relationships with clients, and significantly greater
marketing, public relations and technical resources than us. We are
significantly smaller than our competitors, and all of which are larger and are
significantly better financed than us. We may not be able to compete
successfully in any market in which we conduct business currently or in the
future. Those competitors having greater financial resources than ours are able
to engage in more substantial advertising, promotion and other marketing
programs, all of which affect their revenues. Further, even if we are successful
in developing and marking our proprietary
Ti-FoamTM product, technological changes or improvements advanced by any of our competitors may
eradicate any actual or perceived competitive advantage of our product.

12

---

Our future success is dependent, in part, on the
performance and continued service of Mislav Pavelic. Without his continued
service, we may be forced to interrupt or eventually cease our
operations.

We are presently dependent largely upon the experience,
abilities and continued services of Dr. Mislav Pavelic, our director and sole
officer. We currently do not have an employment agreement with Dr. Pavelic. The
loss of his services could have a material adverse effect on our business,
financial condition or results of operation.

Because our director and sole officer has other business
interests, he may not be able or willing to devote a sufficient amount of time
to our business operations, causing our business to fail.

Our sole officer is not required to commit his full business
time and attention to the affairs of the company, and he is engaged in other
business endeavors. As a result, certain conflicts of interest may result in
allocating his business time and attention between our operations and the other
businesses. If his other business affairs require them to devote more
substantial amounts of time to such affairs, it could have a negative impact on
our financial condition, results of operations and future business prospects.

In addition, our officer and directors may become aware of
business opportunities which may be appropriate for presentation to us as well
as the other entities to which they owe fiduciary duties. Accordingly, they may
have conflicts of interest in determining to which entity a particular business
opportunity should be presented. We intend to protect our interests in having
these officers and directors remain part of the company and prioritize their
time and resources in such a way that will benefit us, although no assurances
thereof can be given.

We have no experience as a public company.

We have never operated as a public company. We have no
experience in complying with the various rules and regulations which are
required of a public company. As a result, we may not be able to operate
successfully as a public company, even if our operations are successful. We plan
to comply with all of the various rules and regulations which are required of a
public company. However, if we cannot operate successfully as a public company,
shareholder values may be materially adversely affected. Our inability to
operate as a public company could be the basis for shareholders losing their
entire investment in us.

Risks Related to Our Stock

The OTC Bulletin Board is a quotation system, not an
issuer listing service, market or exchange. Therefore, buying and selling stock
on the OTC Bulletin Board is not as efficient as buying and selling stock
through an exchange. As a result, it may be difficult for you to sell your
common stock or you may not be able to sell your common stock for an optimum
trading price.

The OTC Bulletin Board is a regulated quotation service that
displays real-time quotes, last sale prices and volume limitations in
over-the-counter securities.

Because trades and quotations on the OTC Bulletin Board involve
a manual process, the market information for such securities cannot be
guaranteed. In addition, quote information, or even firm quotes, may not be
available. The manual execution process may delay order processing and
intervening price fluctuations may result in the failure of a limit order to
execute or the execution of a market order at a significantly different price.
Execution of trades, execution reporting and the delivery of legal trade
confirmations may be delayed significantly. Consequently, one may not be able to
sell shares of our common stock at the optimum trading prices.

13

---

When fewer shares of a security are being traded on the OTC
Bulletin Board, volatility of prices may increase and price movement may outpace
the ability to deliver accurate quote information. Lower trading volumes in a
security may result in a lower likelihood of an individuals orders being
executed, and current prices may differ significantly from the price one was
quoted by the OTC Bulletin Board at the time of the order entry.

Orders for OTC Bulletin Board securities may be cancelled or
edited like orders for other securities. All requests to change or cancel an
order must be submitted to, received and processed by the OTC Bulletin Board.
Due to the manual order processing involved in handling OTC Bulletin Board
trades, order processing and reporting may be delayed, and an individual may not
be able to cancel or edit his order. Consequently, one may not able to sell
shares of common stock at the optimum trading prices.

The dealers spread (the difference between the bid and ask
prices) may be large and may result in substantial losses to the seller of
securities on the OTC Bulletin Board if the common stock or other security must
be sold immediately. Further, purchasers of securities may incur an immediate
paper loss due to the price spread. Moreover, dealers trading on the OTC
Bulletin Board may not have a bid price for securities bought and sold through
the OTC Bulletin Board. Due to the foregoing, demand for securities that are
traded through the OTC Bulletin Board may be decreased or eliminated.

We are subject to the penny stock rules and these rules
may adversely affect trading in our common stock.

Our common stock is a low-priced security under rules
promulgated under the Securities Exchange Act of 1934. In accordance with these
rules, broker-dealers participating in transactions in low-priced securities
must first deliver a risk disclosure document which describes the risks
associated with such stocks, the broker-dealers duties in selling the stock,
the customers rights and remedies and certain market and other information.
Furthermore, the broker-dealer must make a suitability determination approving
the customer for low-priced stock transactions based on the customers financial
situation, investment experience and objectives. Broker-dealers must also
disclose these restrictions in writing to the customer, obtain specific written
consent from the customer, and provide monthly account statements to the
customer. The effect of these restrictions probably decreases the willingness of
broker-dealers to make a market in our common stock, decreases liquidity of our
common stock and increases transaction costs for sales and purchases of our
common stock as compared to other securities.

Our stock price may be volatile, which may result in
losses to our stockholders.

Historically, the market prices of companies quoted on the
Over-The-Counter Bulletin Board, generally have been very volatile and have
experienced sharp share price and trading volume changes. The trading price of
our common stock is likely to be volatile and could fluctuate widely in response
to many of the following factors, some of which are beyond our control:

- variations in our operating results;
- announcements of technological innovations, new services or product lines
  by us or our competitors;
- changes in expectations of our future financial performance, including
  financial estimates by securities analysts and investors;
- changes in operating and stock price performance of other companies in our
  industry;
- additions or departures of key personnel; and
- future sales of our common stock.

In general, domestic and international stock markets often
experience significant price and volume fluctuations. These fluctuations, as
well as general economic and political conditions unrelated to our performance,
may adversely affect the price of our common stock. In particular, the market
prices for stocks of companies in volatile markets often reach levels that bear
no established relationship to the operating performance of these companies. These market prices are
generally not sustainable and could vary widely. In certain instances, following
periods of volatility in the market price of a public companys securities,
securities class action litigation has often been initiated.

14

---

We will incur increased costs and compliance risks as a
result of becoming a public company.

As a public company, we will incur significant legal,
accounting and other expenses. We will incur costs associated with our public
company reporting requirements. We also anticipate that we will incur costs
associated with recently adopted corporate governance requirements, including
certain requirements under the Sarbanes-Oxley Act of 2002, as well as new rules
implemented by the SEC and the National Association of Securities Dealers
(NASD). We expect these rules and regulations, in particular Section 404 of
the Sarbanes-Oxley Act of 2002, to significantly increase our legal and
financial compliance costs and to make some activities more time-consuming and
costly. Like many smaller public companies, we face a significant impact from
required compliance with Section 404 of the Sarbanes-Oxley Act of 2002. Section
404 requires management of public companies to evaluate the effectiveness of
internal control over financial reporting and the independent auditors to attest
to the effectiveness of such internal controls and the evaluation performed by
management. The SEC has adopted rules implementing Section 404 for public
companies as well as disclosure requirements. The Public Company Accounting
Oversight Board, or PCAOB, has adopted documentation and attestation standards
that the independent auditors must follow in conducting its attestation under
Section 404. We are currently preparing for compliance with Section 404;
however, there can be no assurance that we will be able to effectively meet all
of the requirements of Section 404 as currently known to us in the currently
mandated time frame. Any failure to implement effectively new or improved
internal controls, or to resolve difficulties encountered in their
implementation, could harm our operating results, significantly increase our
accounting and compliance budget, cause us to fail to meet reporting obligations
or result in management being required to give a qualified assessment of our
internal controls over financial reporting or our independent auditors providing
an adverse opinion regarding managements assessment. Any such result could
cause investors to lose confidence in our reported financial information, which
could have a material adverse effect on our stock price.

We also expect these new rules and regulations may make it more
difficult and more expensive for us to obtain director and officer liability
insurance if we chose to do so in the future. Thus, we may be required to accept
reduced policy limits and coverage or incur substantially higher costs to obtain
the same or similar coverage. As a result, it may be more difficult for us to
attract and retain qualified individuals to serve on our Board of Directors or
as executive officers. We are currently evaluating and monitoring developments
with respect to these new rules, and we cannot predict or estimate the amount of
additional costs we may incur or the timing of such costs.

If we fail to maintain the adequacy of our internal
controls, our ability to provide accurate financial statements and comply with
the requirements of the Sarbanes-Oxley Act of 2002 could be impaired, which
could cause our stock price to decrease substantially.

We have committed limited personnel and resources to the
development of the external reporting and compliance obligations that would be
required of a public company. We have taken measures to evaluate how we can
address and improve our financial reporting and compliance capabilities and we
are in the process of instituting changes to satisfy our obligations in
connection with joining a public company, when and as such requirements become
applicable to us. Prior to taking these measures, we did not believe we had the
resources and capabilities to do so. We plan to obtain additional financial and
accounting resources to support and enhance our ability to meet the requirements
of being a public company. We will need to continue to improve our financial and
managerial controls, reporting systems and procedures, and documentation
thereof. If our financial and managerial controls, reporting systems or
procedures fail, we may not be able to provide accurate financial statements on
a timely basis or comply with the Sarbanes-Oxley Act of 2002 as it applies to us. Any failure of our internal controls or our ability to
provide accurate financial statements could cause the trading price of our
common stock to decrease substantially.

15

---

U.S. investors may experience difficulties in attempting
to effect service of process and to enforce judgments based upon U.S. federal
securities laws against the company and its sole non-U.S. resident officer and
director.

Our two directors and our sole officer are not residents of the
United States. Consequently, it may be difficult for investors to effect service
of process on Dr. Pavelic and Mr. Akrivos in the United States and to enforce in
the United States judgments obtained in United States courts against Dr. Pavelic
and Mr. Akrivos based on the civil liability provisions of the United States
securities laws. Since all our assets are located in Canada it may be difficult
or impossible for U.S. investors to collect a judgment against us. As well, any
judgment obtained in the United States against us may not be enforceable in
Canada.

We do not expect to pay dividends in the foreseeable
future.

We have never paid any dividends on our common stock. We do not
expect to pay cash dividends on our common stock at any time in the foreseeable
future. The future payment of dividends directly depends upon our future
earnings, capital requirements, financial requirements and other factors that
our board of directors will consider. Since we do not anticipate paying cash
dividends on our common stock, return on your investment, if any, will depend
solely on an increase, if any, in the market value of our common stock.

We have the right to issue additional common stock
without the consent of shareholders. This would have the effect of diluting your
ownership in the company and could decrease the value of your stock.

There are additional authorized but unissued shares of our
common stock that may be later issued by our management for any purpose without
the consent or vote of the stockholders that would dilute a stockholders
percentage ownership of the company. Our articles of incorporation authorize the
issuance of up to 100,000,000 shares of common stock.

|ITEM 1B. - UNRESOLVED STAFF COMMENTS
|------------------------------------

Not Applicable

|ITEM 2  DESCRIPTION OF PROPERTY
|--------------------------------

We utilize the office space of Dr. Mislav Pavelic, our sole
officer, on a month to month basis at no cost to us. Our office is located at 25
The West Mall, #253, Unit 1336, Toronto, Ontario, M9C 1B8. The total office
space consists of 3,200 square feet, of which we occupy 1,000 square feet. We
also use office equipment of Dr. Pavelic, from time to time, at no costs to
us.

|ITEM 3 - LEGAL PROCEEDINGS
|--------------------------

No officer, director, or persons nominated for these positions,
and no promoter or significant employee of our corporation has been involved in
legal proceedings that would be material to an evaluation of our management. We
are not aware of any pending or threatened legal proceedings which involve
OpenCell Biomed, Inc. or its subsidiaries, Directors or Officers. Our Bylaws
provide that we shall have a minimum of one director. There is no stated maximum
number of directors allowed but such number may be fixed from time to time by
action of the stockholders or of the directors. Our address for service of
process in Nevada is 112 North Curry Street, Carson City, NV, 89703.

16

---

|ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITIES
      HOLDERS
|--------------------------------------------------------------------

No matters were submitted to a vote of security holders during
the year ended November 30, 2010.

|PART II                                                                
|-----------------------------------------------------------------------
|                                                                       
|ITEM 5 - MARKET FOR COMMON EQUITY AND RELATED
      STOCKHOLDER MATTERS

Market Information

From October 2007 to the present, our common stock has been
listed on the OTC Bulletin Board. Our stock symbol is OCBM. Prior to July 2,
2008, our stock symbol was GNDM.

The following table sets forth the high and low traded closing
prices of our common stock for each fiscal quarter 2009 and the closing price
for each quarter.

The bid prices are inter-dealer prices, without retail markup,
markdown or commission, and do not reflect actual transactions.

|Period                                      |  | High |  |  | Low  |  |  | Close | 
|------------------------------------------- |  | ---- |  |  | ---- |  |  | ----- | 
|December 1, 2009 to February 28,
      2010 |  | 0.11 |  |  | 0.01 |  |  | 0.04  | 
|March 1, 2010 to May 31, 2010               |  | 0.07 |  |  | 0.03 |  |  | 0.03  | 
|June 1, 2010 to August 31, 2010             |  | 0.05 |  |  | 0.03 |  |  | 0.03  | 
|September 1, 2010 to November 30, 2010      |  | 0.05 |  |  | 0.01 |  |  | 0.03  | 

Holders

As of November 30, 2010, we have 26,140,000 shares of our
Common Stock issued and outstanding.

Dividends

We have never paid any cash dividends on its capital stock and
do not anticipate paying any cash dividends on our common stock in the
foreseeable future. We intend to retain future earnings to fund ongoing
operations and future capital requirements. Any future determination to pay cash
dividends will be at the discretion of the Board of Directors and will be
dependent upon financial condition, results of operations, capital requirements
and such other factors as the Board of Directors deems relevant.

Securities Authorized For Issuance under Equity Compensation
Plans

None.

Recent Sales of Unregistered Securities

There were no sales of unregistered securities during the
period covered by this Report that has not been previously reported in Form 10-Q
or Form 8-K

Purchases of Equity Securities by the Issuer and Affiliated
Purchasers

There were no repurchases made by us, on our behalf, or any
affiliated purchaser of our common stock during the last quarter covered by
this Report.

17

---

|ITEM 6 - SELECTED FINANCIAL DATA
|--------------------------------

Not applicable for Smaller Reporting Company

|ITEM 7 - Managements Discussion and Analysis of
      Financial Condition
|--------------------------------------------------------------------------

Forward-Looking Statements

The following discussion highlights the principal factors that
have affected our financial condition and results of operations as well as our
liquidity and capital resources for the periods described. This discussion
contains forward-looking statements. Please see Forward-Looking Statements and
Risk Factors for a discussion of the uncertainties, risks and assumptions
associated with these forward-looking statements.

The following discussion and analysis of the Companys
financial condition and results of operations are based on OpenCell Biomeds
financial statements, which OpenCell Biomed has prepared in accordance with U.S.
generally accepted accounting principles. You should read the discussion and
analysis together with such financial statements and the related notes thereto.

Introduction

On July 4, 2008, we completed a Plan and Agreement of
Reorganization with Biomedical Implant Technologies Ltd., an Ontario corporation
(BIT) whereby we issued 20,000,000 shares of our common stock to the BIT
shareholders in exchange for all of the outstanding common stock of BIT. Please
refer to our Form 8-K filed with the SEC on July 10, 2008 for a more complete
description of the transaction. As a result of the transaction, BIT became our
wholly owned subsidiary and we changed our status from a shell company. On July
17, 2008, we changed our name from Grand Motion, Inc. to "OpenCell Biomed,
Inc." We acquired an exclusive, worldwide license from the National Research
Council of Canada (NRC) for porous titanium standard push-in and acme threaded
dental implants. In addition, we have entered into a research and development
agreement with the NRC to develop dental implants with porous titanium foam
surfaces.

Unless otherwise indicated or the context otherwise requires,
all references below in this report on Form 10-K to we, us and the Company
are to OpenCell Biomed, Inc., a Nevada corporation, and its subsidiaries.

Plan of Operation

We are a development stage company and we are seeking to
develop, market and sell ourTi-Foam Dental Implant System.This
system will incorporate thelicensing rights from the NRC. We have
recently completed the final testing phase with the NRC. The final tests
confirmed the implants exceeded all force requirements as set out by the NRC.
The next stage is the commercialization of the Ti-Foam Dental Implant
System which involves establishing a Quality Management System compliant
to ISO 13485 and Health Canada, development of engineering specifications,
material and device testing, sterility and packaging validation and obtaining
FDA and Health Canada clearance for sale of the Ti-Foam Dental Implant
System.This process is expected to take 12 to 18 months and cost
approximately $200,000. Shortly after obtaining approval for sale from the FDA
and/or Health Canada, we will launch a marketing and sales campaign which will
consist of infomercials, trade shows and product advertising in industry
journals and newspapers, as well as a direct mail program. Thereafter, depending
on available funds, we intend to hires sales personnel on an as need basis, and
subject to available funds.

18

---

In addition to the commercialization costs discuss above, we
expect to incur a total of $185,000 ($185,000 CDN) in expenditures during the
next 12 to 18 months for licensing fees, marketing and sales initiatives and
operations. The total amount is allocated as follows:

|* | Payments related to NRC of $25,000 ($25,000 CDN).We
      are required to pay licensing fees to the NRC of $25,000 ($25,000 CDN) in
      December 2010 and each year thereafter to 2021.                                                                                                                                                                                                                                                                                                                                                                                                                  
|- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|* | Marketing expenses of $110,000 ($110,000 CDN). We
      believe that we will begin a marketing and sales program during the second
      or third fiscal quarter of 2011. We expect to incur approximately $30,000
      ($30,000 CDN) on conventions and trade shows, $10,000 ($10,000 CDN) on
      trade magazines, $4,000 ($4,000 CDN) on website development, and $6,000
      ($6,000 CDN) on direct mail. In addition, we intend to hire two sales
      employees to develop a sales distribution network at cost of base annual
      salary of $60,000 ($60,000 CDN) per person plus commissions.
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|* | Professional fees of $50,000 ($50,000 CDN). Overall,
      we anticipate spending an additional $25,000 on professional fees,
      consulting, general administrative costs and expenditures associated with
      complying with reporting obligations during the next 12 months.                                                                                                                                                                                                                                                                                                                        

Apart from the expenditures stated above, we have no other
capital requirements as of the date of this filing.

The Company currently does not generate revenue and the ability
to generate revenue will be highly dependent on obtaining regulatory approval to
sell the implants. As are result of the uncertainty regarding revenue; the
Company may need to raise funds from equity financing. If we are successful in
completing an equity financing, existing shareholders will experience dilution
of their interest in our company. We do not have any financing arranged and we
cannot provide investors with any assurance that we will be able to obtain
sufficient funding from the sale of our common stock to fund our plan of
operations. In the absence of such financing, our business will likely fail.

Year ended November 30, 2010 compared with the year ended
November 30, 2009.

Results of Operations

For the years ended November 30, 2010 and November 30, 2009,
respectively, we had no revenues from operations.

During the year ended November 30, 2010, research and
development expenses were $55,208, a decrease of 23.3% over the $71,959 spent in
fiscal 2009. Substantially all research and development testing with the NRC has
been completed. License agreement fees were $19,544; most of which represents
2009 royalty costs. License agreement fees were $34,545 in the previous fiscal
year. Accounting and audit fees were $13,000, a decrease of 58.6% or $18,423
from the amounts incurred last year. Consulting fees were $10,000 compared to
$nil in the prior year. Legal expenses were $6,103, higher by $3,466 from the
$2,637 recorded last year. General and administrative expenses were $1,566 and
bank charges were $273, this compares to expenses of $517 and $214 respectively
in fiscal 2009.

Interest expense in the current year was $1,157 compared to
$nil in 2009.

For the year ended November 30, 2010, we had a foreign exchange
loss on translation of $7,307 compared to a loss of $28,181 on foreign exchange
translation in 2009.

For fiscal 2010, we had a comprehensive loss to $114,158
compared with a comprehensive loss of $170,326 in fiscal 2009, due to the
reasons discussed above.

19

---

Capital Resources and Liquidity

As at November 30, 2010, we had assets of $nil and total
liabilities of $382,561. Working capital deficit as of November 30, 2010 was
$382,561 compared with a working capital deficit of $268,403 as at November 30,
2009. The increase in working capital deficit is due principally to the losses
from operations during the 2010 fiscal year.

We have not generated any revenue since inception and we cannot
satisfy our cash requirements for the next twelve months with our current
available cash and projected cash flow. We will be required to raise funds in
order to execute our plan of operations. For these reasons, we believe that
there is substantial doubt that we will be able to continue as a going concern.

As mentioned, we will seek to raise funds through private and
public equity offerings to meet our ongoing operational needs. As of the date of
this report, we have no agreements or understandings in place with any third
party for the raising of such funds. We cannot guarantee that we will be able to
raise all the money required. Amounts raised from financing will be applied to
the items set forth in the Plan of Operation section of this Form 10-K.

Dr. Pavelic, our director and sole officer, has endeavored to
loan funds on an as needed basis in the past, however, we cannot predict whether
Dr. Pavelic will be able to provide future loans to us. As of the date of this
Report, Dr. Pavelic has outstanding loans to us in the amount of $304,285
($285,607 CDN and $26,078 USD). The loans are due on demand and bear no
interest.

Off-Balance Sheet Commitments and Arrangements

As of November 30, 2010, we have no off balance sheet
transactions that have or are reasonably likely to have a current or future
effect on our financial condition, changes in our financial condition, revenues
or expenses, results of operations, liquidity, capital expenditures or capital
resources.

Contractual Obligations

The following table sets forth our contractual obligations to
make future payments as of November 30, 2010.

|                                        |   | Payments due (in US $) | 
|--------------------------------------- | - | ---------------------- | 
|                                        |   |                        | 
|                                        |   | Total                  | 
|                                        |   |                        | 
|Minimum Royalty Payment to
      NRC[1] | $ | 275,000                | 
|                                        |   |                        | 
|Total contractual obligations           | $ | 275,000                | 

[1]. Represents minimum royalty payments to NRC for the life of
the patent as required under the NRC license agreement.

Other than the above, we did not have any long-term debt
obligations, operating lease obligations, purchase obligations or other
long-term liabilities as of November 30, 2010.

20

---

Critical Accounting Policies

Our financial statements are prepared in accordance with
accounting principles generally accepted in the United States of America.
Preparing financial statements in accordance with generally accepted accounting
principles requires management to make estimates and assumptions which affect
the reported amounts of assets and liabilities and the disclosure of contingent
assets and liabilities at the balance sheet dates, and the recognition of
revenues and expenses for the reporting periods. These estimates and assumptions
are affected by management's application of accounting policies.

Revenue Recognition

The Company recognizes revenue in accordance with Securities
and Exchange Commission (SEC) Staff Accounting Bulletin No. 101, Revenue
Recognition in Financial Statements ("SAB 101"), as modified by SEC Staff
Accounting Bulletin No.104. Under SAB 101, revenue is recognized at the point of
passage to the customer of title and risk of loss, there is persuasive evidence
of an arrangement, the sales price is determinable, and collection of the
resulting receivable is reasonably assured. The Company has not generated
revenue since inception.

|ITEM 7A - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
      MARKET RISK
|--------------------------------------------------------------------------

Not applicable for Smaller Reporting Company

|ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|----------------------------------------------------

The following audited financial statements of the Company are
included in this annual report on Form 10-K:

21

---

OPENCELL BIOMED, INC.

|PART I  FINANCIAL INFORMATION
|------------------------------
|                              
|Item 1. Financial Statements  

|                                                                                          |  | PAGE     | 
|----------------------------------------------------------------------------------------- |  | -------- | 
|CONSOLIDATED FINANCIAL STATEMENTS                                                         |  |          | 
|                                                                                          |  |          | 
|Report of Independent Registered Public
      Accounting Firm                             |  |          | 
|                                                                                          |  |          | 
|Balance Sheets as of November 30, 2010 and
      2009                                     |  | F1       | 
|                                                                                          |  |          | 
|Statements of Operations for the Year Ended
      November 30, 2010 and 2009              |  | F2       | 
|                                                                                          |  |          | 
|Statement of Stockholders Deficiency for
      the Year Ended November 30, 2010 and 2009 |  | F3       | 
|                                                                                          |  |          | 
|Statements of Cash Flows for the Year Ended
      November 30, 2010 and 2009              |  | F4       | 
|                                                                                          |  |          | 
|NOTES TO CONSOLIDATED FINANCIAL
      STATEMENTS                                          |  | F5  F11 | 

22

---



**REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM**

To the Board of DirectorsOpenCell Biomed, Inc.(A
Development Stage Company)

We have audited the accompanying balance sheet of OpenCell
Biomed, Inc. (A Development Stage Company) as of November 30, 2010, and the
related statements of operations, stockholders equity (deficit) and cash flows
for the years ended November 30, 2010 and 2009 and since inception on [November
27, 2007] through November 30, 2010. These financial statements are the
responsibility of the Companys management.  Our responsibility is to
express an opinion on these financial statements based on our audits.

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

In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position of OpenCell
Biomed, Inc. (A Development Stage Company) as of November 30, 2010, and the
related statements of operations, stockholders equity (deficit) and cash flows
for the years ended November 30, 2010 and 2009 and since inception on [November
27, 2007] through November 30, 2010, in conformity with accounting principles
generally accepted in the United States of America.

The accompanying financial statements have been prepared
assuming that the Company will continue as a going concern.  As discussed
in Note 2 to the financial statements, the Company has not realized any revenues
since inception, and has an accumulated deficit of $382,561, which raises
substantial doubt about its ability to continue as a going concern. 
Managements plans concerning these matters are also described in Note 2. 
The financial statements do not include any adjustments that might result from
the outcome of this uncertainty.

Seale and Beers, CPAsLas Vegas, NevadaFebruary 28,
2011

50 S. Jones Blvd. Suite 202 Las Vegas

23

---

|OPENCELL BIOMED, INC. (FORMERLY GRAND MOTION, INC.)
|---------------------------------------------------
|(A Development Stage Company)                      
|Consolidated Balance Sheets (Audited)              
|As at November 30,
      2010 and November 30, 2009

|                                                                                                                     |   |              |   |   |              |  
|-------------------------------------------------------------------------------------------------------------------- | - | ------------ | - | - | ------------ | -
|                                                                                                                     |   | November 30, |   |   | November 30, |  
|                                                                                                                     |   | 2010         |   |   | 2009         |  
|                                                                                                                     |   |              |   |   |              |  
|ASSETS                                                                                                               |   |              |   |   |              |  
|Current assets                                                                                                       |   |              |   |   |              |  
|Cash                                                                                                                 | $ | -            |   | $ | 90           |  
|                                                                                                                     |   |              |   |   |              |  
|Total current assets                                                                                                 |   | -            |   |   | 90           |  
|                                                                                                                     |   |              |   |   |              |  
|                                                                                                                     |   |              |   |   |              |  
|Total assets                                                                                                         | $ | -            |   | $ | 90           |  
|                                                                                                                     |   |              |   |   |              |  
|LIABILITIES                                                                                                          |   |              |   |   |              |  
|Current liabilities                                                                                                  |   |              |   |   |              |  
|Bank overdraft                                                                                                       | $ | 40           |   | $ | -            |  
|Accounts payable                                                                                                     |   | 78,236       |   |   | 8,419        |  
|Due
      to related party                                                                                           |   | 304,285      |   |   | 260,074      |  
|                                                                                                                     |   |              |   |   |              |  
|Total current liabilities                                                                                            |   | 382,561      |   |   | 268,493      |  
|                                                                                                                     |   |              |   |   |              |  
|                                                                                                                     |   |              |   |   |              |  
|Capital stock $0.0001 par
      value; 100,000,000 shares authorized; 26,140,000 shares issued and
      outstanding |   | 2,614        |   |   | 2,614        |  
|Additional paid-in capital                                                                                           |   | 1,923        |   |   | 1,923        |  
|Accumulated other
      comprehensive income (loss)                                                                  |   | (22,565      | ) |   | (15,258      | )
|Deficit accumulated during the development stage                                                                     |   | (364,533     | ) |   | (257,682     | )
|                                                                                                                     |   |              |   |   |              |  
|Total Stockholders Deficiency                                                                                       |   | (382,561     | ) |   | (268,403     | )
|                                                                                                                     |   |              |   |   |              |  
|Total Liabilities and Stockholders Deficiency                                                                       | $ | -            |   | $ | 90           |  

The accompanying notes are an integral part of the financial statements.

F1

24

---

|OPENCELL BIOMED, INC. (FORMERLY GRAND MOTION, INC.)
|---------------------------------------------------
|(A Development Stage Company)                      
|Consolidated Statements of Operations (Audited)    
|For the Year Ended
      November 30, 2010 and 2009

|                                                                                |   |              |   |   |              |   |   | November 27, 2007 |  
|------------------------------------------------------------------------------- | - | ------------ | - | - | ------------ | - | - | ----------------- | -
|                                                                                |   | November 30, |   |   | November 30, |   |   | (Inception) to    |  
|                                                                                |   | 2010         |   |   | 2009         |   |   | November 30, 2010 |  
|                                                                                |   |              |   |   |              |   |   |                   |  
|Revenue                                                                         | $ | -            |   | $ | -            |   | $ | -                 |  
|                                                                                |   |              |   |   |              |   |   |                   |  
|Expenses                                                                        |   |              |   |   |              |   |   |                   |  
|Accounting and audit                                                            |   | 13,000       |   |   | 31,423       |   |   | 82,795            |  
|Bank charges                                                                    |   | 273          |   |   | 214          |   |   | 556               |  
|Office and administrative                                                       |   | 1,566        |   |   | 517          |   |   | 4,589             |  
|Consulting fees                                                                 |   | 10,000       |   |   | -            |   |   | 10,000            |  
|Legal                                                                           |   | 6,103        |   |   | 2,637        |   |   | 28,508            |  
|License agreement                                                               |   | 19,544       |   |   | 34,545       |   |   | 54,089            |  
|Research and development                                                        |   | 55,208       |   |   | 71,959       |   |   | 180,066           |  
|Realized foreign exchange loss                                                  |   | -            |   |   | 850          |   |   | 850               |  
|Operating loss                                                                  |   | (105,694     | ) |   | (142,145     | ) |   | (361,453          | )
|Other income (expense)                                                          |   |              |   |   |              |   |   |                   |  
|Interest expense                                                                |   | (1,157       | ) |   | -            |   |   | (1,157            | )
|                                                                                |   |              |   |   |              |   |   |                   |  
|Net loss                                                                        |   | (106,851     | ) |   | (142,145     | ) |   | (362,610          | )
|                                                                                |   |              |   |   |              |   |   |                   |  
|Other comprehensive income (loss)                                               |   |              |   |   |              |   |   |                   |  
|Foreign exchange gain (loss) on translation
      of self-sustaining subsidiary |   | (7,307       | ) |   | (28,181      | ) |   | (22,565           | )
|                                                                                |   |              |   |   |              |   |   |                   |  
|Comprehensive loss                                                              | $ | (114,158     | ) | $ | (170,326     | ) | $ | (385,175          | )
|                                                                                |   |              |   |   |              |   |   |                   |  
|Net loss per share                                                              |   |              |   |   |              |   |   |                   |  
|(Basic and fully
      diluted)                                                 | $ | (0.00        | ) | $ | (0.01        | ) |   |                   |  
|                                                                                |   |              |   |   |              |   |   |                   |  
|Weighted average
      number of common shares outstanding                      |   | 26,140,000   |   |   | 26,140,000   |   |   |                   |  

The accompanying notes are an integral part of the financial statements.

F2

25

---

|OPENCELL BIOMED, INC. (FORMERLY GRAND MOTION, INC.)                        
|---------------------------------------------------------------------------
|(A Development Stage Company)                                              
|Consolidated Statement of Stockholders Deficiency (Audited)               
|For the Period
      from Inception (November 27, 2007) to November 30,2010

|                                                      |  |               |   |   |        |   |   |            |   |   | Deficit     |   |   |               |   |   |               |  
|----------------------------------------------------- |  | ------------- | - | - | ------ | - | - | ---------- | - | - | ----------- | - | - | ------------- | - | - | ------------- | -
|                                                      |  |               |   |   |        |   |   |            |   |   | Accumulated |   |   | Accumulated   |   |   |               |  
|                                                      |  |               |   |   |        |   |   | Additional |   |   | During the  |   |   | Other         |   |   | Stockholders |  
|                                                      |  |               |   |   |        |   |   | Paid In    |   |   | Development |   |   | Comprehensive |   |   | Equity        |  
|                                                      |  | Capital Stock |   |   |        |   |   | Capital    |   |   | Stage       |   |   | Income        |   |   | (Deficiency)  |  
|                                                      |  |               |   |   |        |   |   |            |   |   |             |   |   |               |   |   |               |  
|Balance, November 27, 2007                            |  | -             |   | $ | -      |   | $ | -          |   | $ | -           |   | $ | -             |   | $ | -             |  
|Issuance of stock for cash                            |  | 20,000,000    |   |   | 2,000  |   |   | (1,600     | ) |   | -           |   |   | -             |   |   | 400           |  
|Net loss for the period ended November 30, 2007       |  | -             |   |   | -      |   |   | -          |   |   | (400        | ) |   | -             |   |   | (400          | )
|                                                      |  |               |   |   |        |   |   |            |   |   |             |   |   |               |   |   |               |  
|Balance, November 30, 2007                            |  | 20,000,000    |   |   | 2,000  |   |   | (1,600     | ) |   | (400        | ) |   | -             |   |   | -             |  
|Cancellation of stock related to reverse
      merger |  | (20,000,000   | ) |   | (2,000 | ) |   | -          |   |   | -           |   |   | -             |   |   | (2,000        | )
|Issuance of stock related to
      reverse merger     |  | 20,000,000    |   |   | 2,000  |   |   | -          |   |   | -           |   |   | -             |   |   | 2,000         |  
|Issuance of stock related to reverse merger           |  | 6,040,000     |   |   | 604    |   |   | 3,523      |   |   | (1,923      | ) |   | (67           | ) |   | 2,137         |  
|Issuance of shares for legal
      expense            |  | 100,000       |   |   | 10     |   |   | -          |   |   | -           |   |   | -             |   |   | 10            |  
|Net loss for the year ended November 30, 2008         |  | -             |   |   | -      |   |   | -          |   |   | (113,214    | ) |   | -             |   |   | (113,214      | )
|Foreign translation gain                              |  | -             |   |   | -      |   |   | -          |   |   | -           |   |   | 12,990        |   |   | 12,990        |  
|                                                      |  |               |   |   |        |   |   |            |   |   |             |   |   |               |   |   |               |  
|Balance, November 30, 2008                            |  | 26,140,000    |   |   | 2,614  |   |   | 1,923      |   |   | (115,537    | ) |   | 12,923        |   |   | (98,077       | )
|Net loss for the year ended November 30, 2009         |  | -             |   |   | -      |   |   | -          |   |   | (142,145    | ) |   | -             |   |   | (142,145      | )
|Foreign translation loss                              |  | -             |   |   | -      |   |   | -          |   |   | -           |   |   | (28,181       | ) |   | (28,181       | )
|                                                      |  |               |   |   |        |   |   |            |   |   |             |   |   |               |   |   |               |  
|Balance, November 30, 2009                            |  | 26,140,000    |   |   | 2,614  |   |   | 1,923      |   |   | (257,682    | ) |   | (15,258       | ) |   | (268,403      | )
|                                                      |  |               |   |   |        |   |   |            |   |   |             |   |   |               |   |   |               |  
|Net loss for the year ended
      November 30, 2010   |  | -             |   |   | -      |   |   | -          |   |   | (106,851    | ) |   | -             |   |   | (106,851      | )
|Foreign translation gain (loss)                       |  | -             |   |   | -      |   |   | -          |   |   | -           |   |   | (7,307        | ) |   | (7,307        | )
|                                                      |  |               |   |   |        |   |   |            |   |   |             |   |   |               |   |   |               |  
|Balance, November 30, 2010                            |  | 26,140,000    |   | $ | 2,614  |   | $ | 1,923      |   | $ | (364,533    | ) | $ | (22,565       | ) | $ | (382,561      | )
|                                                      |  |               |   |   |        |   |   |            |   |   |             |   |   |               |   |   |               |  

The accompanying notes are an integral part of the financial statements.

F3

26

---

|OPENCELL BIOMED, INC. (FORMERLY GRAND MOTION, INC.)
|---------------------------------------------------
|(A Development Stage Company)                      
|Consolidated Statements of Cash Flows (Audited)    
|For the Year Ended
      November 30, 2010 and 2009

|                                                                                                 |   |                   |   |   |                   |   |   | November 27, 2007 |  
|------------------------------------------------------------------------------------------------ | - | ----------------- | - | - | ----------------- | - | - | ----------------- | -
|                                                                                                 |   |                   |   |   |                   |   |   | (Inception) to    |  
|                                                                                                 |   | November 30, 2010 |   |   | November 30, 2009 |   |   | November 30, 2010 |  
|                                                                                                 |   |                   |   |   |                   |   |   |                   |  
|Cash Flows From Operating Activities                                                             |   |                   |   |   |                   |   |   |                   |  
|                                                                                                 |   |                   |   |   |                   |   |   |                   |  
|Net loss                                                                                         | $ | (106,851          | ) | $ | (142,145          | ) | $ | (362,610          | )
|                                                                                                 |   |                   |   |   |                   |   |   |                   |  
|Adjustments to reconcile net loss to net cash
      provided by (used for) operating activities: |   |                   |   |   |                   |   |   |                   |  
|Foreign exchange gain (loss)                                                                     |   | (7,307            | ) |   | (28,181           | ) |   | (22,498           | )
|Stock issued for services                                                                        |   | -                 |   |   | -                 |   |   | 10                |  
|Reimbursable expenses paid by director                                                           |   | 37,961            |   |   | -                 |   |   | 37,961            |  
|Accounts payable                                                                                 |   | 69,817            |   |   | (21,153           | ) |   | 80,373            |  
|Bank overdraft                                                                                   |   | 40                |   |   | -                 |   |   | 40                |  
|                                                                                                 |   |                   |   |   |                   |   |   |                   |  
|Net cash used in operating activities                                                            |   | (6,340            | ) |   | (191,479          | ) |   | (266,724          | )
|                                                                                                 |   |                   |   |   |                   |   |   |                   |  
|Cash Flows From Financing Activities                                                             |   |                   |   |   |                   |   |   |                   |  
|Loan from director                                                                               |   | 6,250             |   |   | 191,154           |   |   | 266,324           |  
|Issuance of shares                                                                               |   | -                 |   |   | -                 |   |   | 400               |  
|                                                                                                 |   |                   |   |   |                   |   |   |                   |  
|Net cash provided by financing activities                                                        |   | 6,250             |   |   | 191,154           |   |   | 266,724           |  
|                                                                                                 |   |                   |   |   |                   |   |   |                   |  
|Net increase (decrease) in cash                                                                  |   | (90               | ) |   | (325              | ) |   | -                 |  
|Cash at the beginning of the period                                                              |   | 90                |   |   | 415               |   |   | -                 |  
|                                                                                                 |   |                   |   |   |                   |   |   |                   |  
|Cash at the end of the period                                                                    | $ | -                 |   | $ | 90                |   | $ | -                 |  
|                                                                                                 |   |                   |   |   |                   |   |   |                   |  
|Supplemental disclosure:                                                                         |   |                   |   |   |                   |   |   |                   |  
|                                                                                                 |   |                   |   |   |                   |   |   |                   |  
|Cash paid for:                                                                                   |   |                   |   |   |                   |   |   |                   |  
|                                                                                                 |   |                   |   |   |                   |   |   |                   |  
|Interest                                                                                         | $ | -                 |   | $ | -                 |   | $ | -                 |  
|                                                                                                 |   |                   |   |   |                   |   |   |                   |  
|Income Taxes                                                                                     | $ | -                 |   | $ | -                 |   | $ | -                 |  
|                                                                                                 |   |                   |   |   |                   |   |   |                   |  
|Non-cash financing activity                                                                      | $ | 37,961            |   | $ | -                 |   | $ | 37,961            |  

The accompanying notes are an integral part of the financial statements.

F4

27

---

|OPENCELL BIOMED, INC. (FORMERLY GRAND MOTION, INC.)     
|--------------------------------------------------------
|(A Development Stage Company)                           
|Notes to the Consolidated Financial Statements (Audited)
|November 30, 2010                                       

Note 1 The Company

OpenCell Biomed, Inc. (the Company) was incorporated in the
State of Nevada on July 7, 2006, and its fiscal year end is November 30. 
On July 4, 2008 a Share Exchange Agreement (the Agreement) was entered into
between the Company and Biomedical Implant Technologies Ltd. (BIT).  The
fundamental terms of the purchase agreement was for the Company to issue
20,000,000 shares of restricted common stock of the Company for the acquisition
of BIT (the BIT Transaction).  As a result, BIT became a wholly-owned
subsidiary of the Company.  Prior to the BIT Transaction, the Company was a
non-operating public company with no operations or assets; it had 6,040,000
shares of common stock issued and outstanding; and BIT was a privately held
operating company.  The BIT Transaction was considered to be a capital
transaction in substance, rather than a business combination.  The BIT
Transaction is equivalent to the issuance of shares by a private company (BIT)
for the non-monetary assets of a non-operational public company, accompanied by
a recapitalization.  The accounting for the BIT Transaction is similar to
that resulting from a reverse acquisition, except goodwill is not
recorded.  Accordingly, the historical financial information of the
accompanying financial statements are that of BIT with the 20,000,000 shares
issued by the Company considered the historical outstanding shares of BIT for
accounting purposes.  The Companys operating activities are conducted
through its wholly owned subsidiary, Biomedical Implant Technologies Ltd.

Biomedical Implant Technologies Ltd was incorporated under the
laws of the Province of Ontario, Canada on November 27, 2007.  BIT is a
development stage company and is in the business of development, marketing and
selling a proprietary dental implant system known as the Ti-Foam Dental Implant
System.

Subsequent to the BIT Transaction, the Company changed its name
from Grand Motion Inc. to OpenCell Biomed, Inc.

**Note 2 Going Concern**

The Company has not realized any revenues since
inception.  The Company has a deficit accumulated to November 30, 2010 in
the amount of $382,561.  The ability of the Company to continue as a going
concern is dependent on raising capital to fund its business plan and ultimately
to attain profitable operations.  Accordingly, these factors raise
substantial doubt as to the Company's ability to continue as a going
concern.  The Company to date has funded its initial operations through
loans from officers and directors.  Management plans to raise additional
funds through issuance of capital stock or debt securities and further loans
from officers and/or directors.

F5

28

---

|OPENCELL BIOMED, INC. (FORMERLY GRAND MOTION, INC.)     
|--------------------------------------------------------
|(A Development Stage Company)                           
|Notes to the Consolidated Financial Statements (Audited)
|November 30, 2010                                       

**Note 3 Significant Accounting Policies**

Principles of Consolidation

The consolidated financial statements include the accounts and
activities of Opencell Biomed, Inc. (formerly Grand Motion, Inc.) and Biomedical
Implant Technologies Ltd., the companys wholly-owned subsidiary.  All
inter-company accounts and transactions have been eliminated.

Cash and cash equivalents

Cash is comprised of cash on hand. Cash equivalents are
short-term, highly liquid investments with original maturities of three months
or less that are readily convertible to known amounts of cash and which are
subject to insignificant risk of change in value.

Research and development costs

Research and development costs are charged to expense as
incurred.

Income taxes

The Company uses the liability method of accounting for income
taxes. Under ASC 740 Accounting for Income Taxes,  income tax assets and
liabilities are recognized for the future income tax consequences attributable
to differences between the financial statement carrying amounts of existing
assets and liabilities and their respective tax bases. Income tax assets and
liabilities are measured using enacted rates expected to apply to income in the
years in which those temporary differences are expected to be recovered or
settled. The effect of a change in tax rates on income tax assets and
liabilities is reflected in operations in the period in which the change occurs.
Valuation allowances are established when necessary to reduce future tax assets
to the amount expected to be realized.

The Company did not have any material unrecognized tax benefits
and there was no effect on its financial condition or results of operations as a
result of implementing ASC 740. The Company files income tax returns in the
Canadian and United States jurisdictions. The Company does not believe there
will be any material changes in its unrecognized tax positions over the next 12
months. As of the date of adoption of ASC 740, the Company did not have any
accrued interest or penalties associated with any unrecognized tax benefits, nor
was any interest expense recognized during the year.  The Companys
effective tax rate differs from the federal statutory rate primarily due to
non-deductible expenses and temporary differences.

Use of estimates

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

F6

29

---

|OPENCELL BIOMED, INC. (FORMERLY GRAND MOTION, INC.)     
|--------------------------------------------------------
|(A Development Stage Company)                           
|Notes to the Consolidated Financial Statements (Audited)
|November 30, 2010                                       

Comprehensive Income

Comprehensive income is the sum of net income and other
comprehensive income reported in the consolidated statements of operations and
comprehensive income. Other comprehensive income or loss includes accumulated
foreign currency translation gains and losses. The Company has reported the
components of comprehensive income on its consolidated statements of
stockholders equity.

Earnings per share

The computation of earnings per share is computed by dividing
net income attributable to common stockholders by the weighted average number of
common shares outstanding during the period. Diluted earnings per share is
calculated by dividing net income by the weighted average number of common stock
and dilutive stock outstanding during the period using the treasury stock
method.

Fair Value of Financial Instruments

The carrying value of the Companys financial instruments
consisting of cash, accounts, notes payable and due to related party approximate
their carrying value due to the short-term maturity of such instruments. 
Unless otherwise noted, it is managements opinion that the Company is not
exposed to significant interest, currency or credit risks arising from these
financial instruments.

Foreign Currency Translation

The consolidated financial statements have been translated into
U.S. dollars in accordance with the Financial Accounting Standards Board's
(FASB) Foreign Currency Translation. The financial statements of the Canadian
subsidiary are measured using Canadian currency as the functional currency. All
balance sheet amounts have been translated using the exchange rates in effect at
the applicable year-end. Income statement amounts have been translated using the
weighted average exchange rate for the applicable year. The gains and losses
resulting from the changes in exchange rates from year to year have been
reported as a separate component of other comprehensive income included in
Stockholders Equity.

Revenue Recognition

The Company recognizes revenue in accordance with Securities
and Exchange Commission (SEC) Staff Accounting Bulletin No. 101, Revenue
Recognition in Financial Statements ("SAB 101"), as modified by SEC Staff
Accounting Bulletin No.104. Under SAB 101, revenue is recognized at the point of
passage to the customer of title and risk of loss, there is persuasive evidence
of an arrangement, the sales price is determinable, and collection of the
resulting receivable is reasonably assured.  The Company has not generated
revenue since inception.



F7

30

---

|OPENCELL BIOMED, INC. (FORMERLY GRAND MOTION, INC.)     
|--------------------------------------------------------
|(A Development Stage Company)                           
|Notes to the Consolidated Financial Statements (Audited)
|November 30, 2010                                       

Advertising Expense

The Company expenses advertising costs as they are paid.

Recent Accounting Pronouncements

The Companys management has reviewed recent accounting
pronouncements issued through the date of the issuance of financial statements.
In managements opinion, no other pronouncements apply or will have a material
effect on the Companys financial statements.



**Note 4 Capital Stock**

The total number of common shares authorized that may be issued
by the Company is 100,000,000 shares with a par value of one hundredth of one
cent ($0.0001) per share and no other class of shares is authorized.

On July 4, 2008, the Company issued 100,000 common shares at
$0.0001 for services of $10.00.

As of November 30, 2009, the Company has not granted any stock
options.



**Note 5 Related Party Transaction**

A director has advanced $304,285 (2009 - $260,074) to the
Company since inception.  These amounts are unsecured, non-interest bearing
and due on demand.

F8

31

---

|OPENCELL BIOMED, INC. (FORMERLY GRAND MOTION, INC.)     
|--------------------------------------------------------
|(A Development Stage Company)                           
|Notes to the Consolidated Financial Statements (Audited)
|November 30, 2010                                       



Note 6 Income Taxes

The following is a
reconciliation of consolidated corporate income taxes at statutory rates and the
Companys effective income tax
expense:

|                                                               |   | For the Year Ended |   |   | For the Year Ended |  
|-------------------------------------------------------------- | - | ------------------ | - | - | ------------------ | -
|                                                               |   | November 30, 2010  |   |   | November 30, 2009  |  
|                                                               |   |                    |   |   |                    |  
|Loss before tax for the period                                 | $ | (106,851           | ) | $ | (142,145           | )
|Combined federal
      and provincial taxation rates           |   | 32.00%             |   |   | 33.00%             |  
|Income tax expense (recovery) at combined
      taxation rates |   | (34,192            | ) |   | (46,908            | )
|Valuation
      allowance                                      |   | 34,192             |   |   | 46,908             |  
|Income tax provision                                           | $ | -                  |   | $ | -                  |  

At November 30, 2010 the Company had net operating loss carry
forwards of approximately $362,610 (2009 - $255,759) which begin to expire in
2027. Deferred income taxes arise from the temporary differences between
financial statement and income tax recognition of net operating losses. These
loss carryovers are limited under the tax laws of the United States and Canada
should a significant change in ownership occur. The deferred tax asset of
$116,035 created by the net operating losses has been offset by a 100% valuation
allowance.  During the year the valuation allowance increased by
$34,192.

**Note 7 Reclassification**

The Company has reclassified $1,923 to Additional paid-in
capital from Deficit accumulated during the development stage related to the
July 2008 transaction between Grand Motion and BIT.  In the opinion of
management, the reclassification is not material and does not warrant a
restatement per ASC 250.  The reclassification does not effect the
financial position of the Company.

**Note 8 Contingencies, Commitments and Subsequent
Events**

The Company is in default on a licensing agreement entered into
with the Canadian National Research Council (the licensor or NRC) on January
2008, whereby the Company acquired a worldwide exclusive license to the
technology relating to the Ti-Foam Dental Implant System.  The agreement
extends for the duration of patents covering the technology (which expire in
2021).  The Company is required to pay the licensor a royalty on each
product sale equal to the greater of 3% or $8 ($10 CDN).  The agreement
also requires the payment of minimum annual royalties of $25,000 CDN on December
31, 2010 and on each anniversary thereafter throughout the term. The Company did
not make the December 31, 2010 payment as of the date of the issuance of these
financial statements.  The licensor, subject to re-imbursement of 100% of
such costs, is required to obtain and maintain the patents covering the
technology.

The Company has evaluated subsequent events through March 2,
2011, the date which the financial statements were available to be
issued.

F9

32

---

|ITEM 9 - CHANGES IN AND
      DISAGREEMENTS WITH ACCOUNTANTS AND
      FINANCIAL DISCLOSURE
|-------------------------------------------------------------------------------------------

None

|ITEM 9A - EVALUATION OF DISCLOSURE CONTROLS AND
      PROCEDURES
|----------------------------------------------------------------

Disclosure controls and procedures

We maintain disclosure controls and procedures that are
designed to ensure that information required to be disclosed in the reports that
we file or submit under the Exchange Act is recorded, processed, summarized and
reported within the time periods specified in the SECs rules and forms, and
that such information is accumulated and communicated to our management,
including our Chief Executive Officer (CEO) and Chief Financial Officer
(CFO), as appropriate, to allow timely decisions regarding required
disclosure. In connection with the preparation of this Annual Report on Form
10-K, our management carried out an evaluation, under the supervision and with
the participation of our CEO and CFO, as of November 30, 2010, of the
effectiveness of the design and operation of our disclosure controls and
procedures, as such term is defined under Rule 13a-15(e) and 15d-15(e) under the
Exchange Act. Based upon this evaluation, our CEO and CFO concluded that our
disclosure controls and procedures were effective as of November 30, 2010.

Managements Annual Report on Internal Control over
Financial Reporting

Management is responsible for establishing and maintaining
adequate internal control over financial reporting for the Company, as such term
is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal
control over financial reporting is a process designed to provide reasonable
assurance regarding the reliability of financial reporting and the preparation
of financial statements for external purposes in accordance with generally
accepted accounting principles. Internal control over financial reporting
includes those policies and procedures that: pertain to the maintenance of
records that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of our assets; provide reasonable assurance that
transactions are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting principles, and that
our receipts and expenditures are being made only in accordance with
authorizations of our management and directors; and provide reasonable assurance
regarding prevention or timely detection of unauthorized acquisition, use or
disposition of our assets that could have a material effect on our financial
statements. Because of its inherent limitations, internal control over financial
reporting may not prevent or detect misstatements. Also, projections of any
evaluation of effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in conditions, or that the
degree of compliance with the policies or procedures may deteriorate.

Management has conducted an assessment of the effectiveness of
our internal control over financial reporting as of November 30, 2010. In making
its assessment of internal control over financial reporting, management used the
criteria in Internal Control  Integrated Framework issued by the Committee of
Sponsoring Organizations of the Treadway Commission (COSO). Based on this
assessment, management has concluded that, as of November 30, 2010, the
Companys internal control over financial reporting was effective.

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

33

---

Changes in Internal Control over Financial Reporting

As described above there have been no changes in our internal
control over financial reporting as defined in Rules 13a  15(f) and 15d  15(f)
under the Exchange Act during the year ended November, 2010 that our certifying
officers concluded materially affected, or are reasonably likely to materially
affect, our internal control over financial reporting.

|ITEM 9B. - OTHER INFORMATION
|----------------------------

None.

|PART III
|--------

|ITEM 10 - DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS,
      CONTROL PERSONS AND CORPORATE GOVERNANCE; COMPLIANCE WITH SECTION
      16(A) OF THE EXCHANGE ACT
|-----------------------------------------------------------------------------------------------------------------------------------------------------------

Executive Officers and Directors

The following table and text set forth the names and ages of
all directors and executive officers of the Company as of November 30, 2010. The
Board of Directors is comprised of only one class. All of the directors will
serve until the next annual meeting of stockholders and until their successors
are elected and qualified, or until their earlier death, retirement, resignation
or removal. Also provided herein are brief descriptions of the business
experience of each director and executive officer during the past five years and
an indication of directorships held by each director in other companies subject
to the reporting requirements under the federal securities laws.

Name
    Age
    Position(s)
    Director/Officer SinceJim Akrivos
    40
    Former President and
    January 31, 2008Former Secretary andCurrent DirectorMislav Pavelic
    44
    Current President, Chief
    July 4, 2008Financial Officer, andChairman


Biographies of Directors and Executive Officers:

Dr. Mislav Pavelic DDS FICOI, Director and Sole Officer

Dr. Pavelic became our President, Chief Financial Officer, and
Chairman on July 4, 2008. He was President, Chief Financial Officer, and
Chairman of our subsidiary Biomedical Implant Technologies Ltd., an Ontario
Corporation, since inception (November 27, 2007).

Dr. Pavelic is a Doctor of Dental Surgery, Fellow International
Congress of Oral Implantology and former President and CEO of Infinity Medical
Group a specialty healthcare company involved in the acquisition of facilities,
equipment, technology, systemization, branding, procurement and development of
dental implant as well as cosmetic medical clinics.

34

---

Dr. Pavelic has owned, operated and developed numerous
multi-disciplined healthcare clinics in the GTA over the past 19 years. He has
developed:

- specialized post-graduate clinical training systems for dentists in high
  demand, high end dental implant and laser procedures;
- Servadent a portal web-based multi-disciplined management program to
  control and manage these clinics; and
- a unique proprietary dental implant surface material that demonstrates
  more rapid vascularized, bony ingrowths allowing for greater immediate
  stability of the implant

Jim Akrivos, Director

Mr. Akrivos, our Director was our President and Secretary from
January 31, 2008 to July 4, 2008. On that same date, he was appointed as our
Director. He studied business at Sheridan College and civil law at Pathfinder
Business College located in Toronto, Canada. For past 9 years, he has owned and
operated a business consulting firm providing financial and management services
to private companies. He is the sole employee of his business consulting
company.

The directors named above will serve until our next annual
meeting of stockholders. Thereafter, directors will be elected for one-year
terms at the annual stockholders' meeting. Officers will hold their positions at
the pleasure of the board of directors, absent any employment agreement, of
which none currently exists or is contemplated. There is no arrangement or
understanding between our directors and officers Company and any other person
pursuant to which any director or officer was or is to be selected as a director
or officer. The officers will serve at will. There are no family relationships
between any of our officers and directors.

Our sole officer has agreed to devote sufficient time and
attention to the business affairs of the company as he deems reasonable under
the circumstances. As a result, the actual amount of time which he will devote
to our affairs is unknown and is likely to vary substantially from month to
month.

Involvement in Legal Proceedings

To the best of the Companys knowledge, during the past five
years, none of the following occurred with respect to a present or former
director or executive officer of the Company, or any promoter or control person
(1) any bankruptcy petition filed by or against any business of which such
person was a general partner or executive officer either at the time of the
bankruptcy or within two years prior to that time; (2) any conviction in a
criminal proceeding or being subject to a pending criminal proceeding (excluding
traffic violations and other minor offenses); (3) being subject to any order,
judgment or decree, not subsequently reversed, suspended or vacated, of any
court of any competent jurisdiction, permanently or temporarily enjoining,
barring, suspending or otherwise limiting his involvement in any type of
business, securities or banking activities; and (4) being found by a court of
competent jurisdiction (in a civil action), the SEC or the Commodities Futures
Trading Commission to have violated a federal or state securities or commodities
law, and the judgment has not been reversed, suspended or vacated.

35

---

Compliance with Section 16(a) of the Exchange Act

Our common stock is not registered pursuant to Section 12 of
the Exchange Act. Accordingly, our officers, directors and principal
shareholders are not subject to the beneficial ownership reporting requirements
of Section 16(a) of the Exchange Act.

Code of Ethics and Conduct

We currently have a Code of Ethics pursuant to Section 406 of
the Sarbanes-Oxley Act of 2002 and has been filed as Exhibit 14.1 to the Form
10-K. The Code will be designed to deter wrongdoing and to promote:

- Honest and ethical conduct, including the ethical handling of actual or
  apparent conflicts of interest between personal and professional
  relationships;
- Full, fair, accurate, timely and understandable disclosure in reports and
  documents that we file with, or submit to, the SEC, and in other public
  communications that we made;
- Compliance with applicable governing laws, rules and regulations;
- The prompt internal reporting of violations of the Code to the appropriate
  person or persons; and
- Accountability for adherence to this Code.

This Code will require the highest standard of ethical conduct
and fair dealing of its Chief Financial Officers. While this policy is intended
to only cover the actions of our chief executive office as required under
Sarbanes-Oxley, we expect that our other officers, directors and employees will
also review the Code and abide by its provisions. We believe that our reputation
is a valuable asset and must continually be guarded by all associated with us so
as to earn the trust, confidence and respect of our suppliers, customers and
stockholders.

Our Chief Executive Officer is committed to conducting business
in accordance with the highest ethical standards. Our Chief Executive Officer
must comply with all applicable laws, rules and regulations. Furthermore, our
Chief Executive Officer must not commit an illegal or unethical act, or instruct
or authorize others to do so.

Corporate Governance

There have not been any material changes to the procedures by
which security holders may recommend nominees to the registrant's board of
directors.

We do not have a financial expert serving on our audit
committee due its limited operations and available cash.

|ITEM 11 - EXECUTIVE COMPENSATION
|--------------------------------

Summary Compensation

There was no compensation given to our officers for the past
two fiscal years. We have agreed with our current sole officer, Mislav Pavelic,
that Mr. Pavelic will not receive any compensation for acting in such officer
capacities until such time as we attain profitable operations. The compensation
package at such time will be commensurate with industry standards and will be
negotiated by the parties. We do not have a compensation committee as part of
our board of directors.

Aggregated Option Exercises and Fiscal Year-End Option
Value

There have been no stock options granted since inception.

36

---

Long-Term Incentive Plan (LTIP) Awards

There were no LTIP Awards made to a named Executive Officer
since inception.

Compensation of Directors

Directors are permitted to receive fixed fees and other
compensation for their services as Directors, although we have not established
any fee or compensation for any director acting in such capacity. Directors will
be reimbursed for reasonable expenses incurred on our behalf. The Board of
Directors has the authority to fix the compensation of Directors. No amounts
have been paid to, or accrued to, directors in such capacity as of the date of
this Report.

Employment Agreements

We do not have any employment agreements in place with our
Officers and Directors. Our director and sole officer, Mislav Pavelic, is
engaged in another business at the present, and may undertake other business
opportunities in addition to his current endeavours, including our business. Dr.
Pavelic has agreed to devote sufficient time and attention to the business
affairs of the company as he deems reasonable under the circumstances, however,
no formal agreement exists with respect to this matter. We can not provide any
assurances that Dr. Pavelic will be able to devote sufficient time and attention
to our business.

|ITEM 12 - SECURITY OWNERSHIP OF CERTAIN
      BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
      STOCKHOLDER MATTERS
|--------------------------------------------------------------------------------------------------------------------

The following tables set forth information regarding beneficial
ownership of our common stock as of the date of this Report (i) by each person
who is known to us to beneficially own more than 5% of our common stock; (ii) by
each of our officers and directors; and (iii) by all of our officers and
directors as a group. Unless otherwise specified, the address of each of the
persons set forth below is our address, 25 The West Mall, #253, Unit 1336
Toronto, Ontario, M9C 1B8. The percentage ownership below is based on 26,140,000
shares of common stock outstanding at November 30, 2010. Except as otherwise
indicated, we believe that the beneficial owners of the common stock listed
below, based on information furnished by such owners, have sole investment and
voting power with respect to such shares, subject to community property laws
where applicable. Beneficial ownership is determined in accordance with the
rules of the SEC and generally includes voting or investment power with respect
to securities. Shares of common stock subject to options or warrants currently
exercisable, or exercisable within 60 days, are deemed outstanding for purposes
of computing the percentage ownership of the person holding such option or
warrants, but are not deemed outstanding for purposes of computing the
percentage ownership of any other person.

37

---

Name of
    Shares of
    PercentTitle of Class
    Beneficial Owner
    Common Stock
    of ClassCommon Stock
    Cliffside Investments LP (1)
    10,000,000
    38.25%Suite 506  2255B Queen Street EastToronto, ON, M4E 1G3Common Stock
    Mislav Pavelic
    10,000,000
    38.25%Director and Sole OfficerCommon Stock
    Jim Akrivos
    0
    0%DirectorCommon Stock
    Directors and Officers
    10,000,000
    76.51%as a Group (2 persons)


|(1) | Cliffside Investments LP (Cliffside Investments) is an Ontario
      limited partnership. Cliffside Investments Inc. (Cliffside) is the
      general partner of Cliffside Investments and may be deemed to beneficially
      own securities owned by Cliffside Investments. Shawn Pecore is the sole
      officer and director of Cliffside and may be deemed to beneficially own
      securities owned by Cliffside.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Changes of Control

There are currently no arrangements which would result in a
change in control of us.

|ITEM 13 - CERTAIN RELATIONSHIPS, RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
|-------------------------------------------------------------------------------

Certain Relationships and Related Transactions

Dr. Mislav Pavelic, our sole officer and director, has made
loans to us from time to time. As of the date of this Report, Dr. Pavelic has
outstanding loans to us in the amount of $304,285 (2009 - $260,074). The loan is
due on demand and bears no interest.

We utilize the office space of Dr. Mislav Pavelic, our sole
officer, on a month to month basis at no cost to us. Our office is located at 25
The West Mall, #253, Unit 1336, Toronto, Ontario, M9C 1B8. The total office
space consists of 3,200 square feet, of which we occupy 1,000 square feet. We
also use office equipment of Dr. Pavelic, from time to time, at no costs to
us.

The due to related party amount of $304,285 (2009 - $260,074)
as at November 30, 2010 represents research & development, license fees and
general & administrative expenses that have been paid by Mislav Pavelic on
behalf of the Company.



Neither of the directors of the Company would be deemed
independent under the independence standards applicable to the Company. The
Company does not have a separately designated audit, nominating or compensation
committee or committee performing similar functions.

38

---

Director Independence

We are not subject to listing requirements of any national
securities exchange or inter-dealer quotation system which has requirements that
a majority of the board of directors be independent and, as a result, we are
not at this time required to have our Board comprised of a majority of
Independent Directors.



|ITEM 14 - PRINCIPAL ACCOUNTANT FEES AND SERVICES.
|-------------------------------------------------

Audit Fees

The aggregate fees billed to us by our principal accountant for
services rendered during the fiscal year ended November 30, 2010 is set forth in
the table below:

Fiscal year endedFee Category
    
    Nov. 30, 2010Audit fees (1)
    $
    13,000Audit-related fees (2)
    
    0Tax fees (3)
    
    0All other fees (4)
    
    0Total fees
    $
    13,000


|(1) | Audit fees consists of fees incurred for professional services
      rendered for the audit of consolidated financial statements, for reviews
      of our interim consolidated financial statements included in our quarterly
      reports on Form 10-QSB and for services that are normally provided in
      connection with statutory or regulatory filings or engagements.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                 
|(2) | Audit-related fees consist of fees billed for professional services
      that are reasonably related to the performance of the audit or review of
      our consolidated financial statements, but are not reported under Audit
      fees.                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                 
|(3) | Tax fees consist of fees billed for professional services relating to
      tax compliance, tax planning, and tax advice.                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                 
|(4) | All other fees consist of fees billed for all other services.                                                                                                                                                                                                                                                                                                                   

39

---

Audit Committees Pre-Approval Practice

Insomuch as we do not have an audit committee, our board of
directors performs the functions of an audit committee. Section 10A(i) of the
Exchange Act prohibits our auditors from performing audit services for us as
well as any services not considered to be audit services unless such services
are pre-approved by the board of directors (in lieu of the audit committee) or
unless the services meet certain de minimis standards.

|PART IV                                            
|---------------------------------------------------
|                                                   
|ITEM 15  EXHIBITS, FINANCIAL STATEMENTS SCHEDULES.

The following Exhibits are being filed with this Annual Report
on Form 10K:

|               |                                                                                                                             
|-------------- | ----------------------------------------------------------------------------------------------------------------------------
|Exhibit Number | Exhibit Title                                                                                                               
|               |                                                                                                                             
|31.1           | Certification pursuant to 18 U.S.C. Section 1350, as adopted
      pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|               |                                                                                                                             
|31.2           | Certification pursuant to 18 U.S.C. Section 1350, as adopted
      pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|               |                                                                                                                             
|32.1           | Certification pursuant to 18 U.S.C. Section 1350, as adopted
      pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|               |                                                                                                                             
|32.2           | Certification pursuant to 18 U.S.C. Section 1350, as adopted
      pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

40

---

SIGNATURES

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

OPENCELL BIOMED, INC.

By: /s/ Mislav PavelicMislav Pavelic
PresidentDate: March 2, 2011

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

|Signature          | Title    | Date         
|------------------ | -------- | -------------
|                   |          |              
|/s/ Jim Akrivos    | Director | March 2, 2011
|Jim Akrivos        |          |              
|                   |          |              
|/s/ Mislav Pavelic | Director | March 2, 2011
|Mislav Pavelic     |          |              

41

---