---

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C.
20549

FORM 10-Q

(Mark One)

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

FOR THE QUARTERLY PERIOD ENDED May 31, 2011

OR

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

FOR THE TRANSITION FROM _______TO ________

COMMISSION FILE NUMBER: 333-141094

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

|Nevada                                                               | 75-3255895              
|-------------------------------------------------------------------- | ------------------------
|(State or other jurisdiction of incorporation or
      organization) | (I.R.S. Employer ID No.)
|                                                                     |                         
|25 The West Mall, #253, Unit 1336                                    |                         
|Toronto, Ontario                                                     | M9C 1B8                 
|(Address of principal executive offices)                             | (Zip code)              

Issuer's telephone number: (416) 622-5354

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

Check whether the issuer (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

(1): Yes [X] No [  ]

(2): Yes [X] No [  ]

Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer or a non-accelerated filer. See
definition of accelerated filer and large accelerated filer in Rule 12b-2 of
the Exchange Act. (Check one):

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

Yes [  ] No [X]

At July 15, 2011, 26,140,000 shares of the Registrant's Common
Stock were issued and outstanding.

---

OPENCELL BIOMED, INC.

PART I  FINANCIAL INFORMATION

Item 1. Financial Statements

|                                                                   |                                                                                                                                                                                     | PAGE
|------------------------------------------------------------------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----
|CONSOLIDATED
      CONDENSED INTERIM FINANCIAL STATEMENTS          |                                                                                                                                                                                    
|                                                                   | Balance Sheets as of May 31, 2011 and November
      30, 2010 (Unaudited)                                                                                                           | F1  
|                                                                   | Statements of Operations for
      the Three and Six Months Ended May 31, 2011 and May 31, 2010 and the
      Period from Inception (November 27, 2007) to May 31, 2011 (Unaudited) | F2  
|                                                                   | Statement of Stockholders Deficiency for the
      Period from Inception (November 27, 2007) to May 31, 2011 (Unaudited)                                                           | F3  
|                                                                   | Statements of Cash Flows for
      the Three and Six Months Ended May 31, 2011 and May 31, 2010 and the
      Period from Inception (November 27, 2007) to May 31, 2011 (Unaudited) | F4  
|NOTES TO CONSOLIDATED CONDENSED
      INTERIM FINANCIAL STATEMENTS | F5  F7                                                                                                                                                                            

---

|OPENCELL BIOMED, INC. (FORMERLY GRAND MOTION, INC.)            
|---------------------------------------------------------------
|(A Development Stage Company)                                  
|Consolidated Condensed Interim Balance Sheets
      (Unaudited)
|As at May 31, 2011
      and November 30, 2010                 

|                                                                                                                     |   | May 31,  |   |   | November 30, |  
|-------------------------------------------------------------------------------------------------------------------- | - | -------- | - | - | ------------ | -
|                                                                                                                     |   | 2011     |   |   | 2010         |  
|                                                                                                                     |   |          |   |   |              |  
|ASSETS                                                                                                               |   |          |   |   |              |  
|Current assets                                                                                                       |   |          |   |   |              |  
|Cash                                                                                                                 | $ | 69       |   | $ | -            |  
|                                                                                                                     |   |          |   |   |              |  
|Total current assets                                                                                                 |   | 69       |   |   | -            |  
|                                                                                                                     |   |          |   |   |              |  
|Total assets                                                                                                         | $ | 69       |   | $ | -            |  
|                                                                                                                     |   |          |   |   |              |  
|LIABILITIES                                                                                                          |   |          |   |   |              |  
|Current liabilities                                                                                                  |   |          |   |   |              |  
|Bank overdraft                                                                                                       | $ | -        |   | $ | 40           |  
|Accounts payable                                                                                                     |   | 52,080   |   |   | 78,236       |  
|Due to related party                                                                                                 |   | 401,693  |   |   | 304,285      |  
|                                                                                                                     |   |          |   |   |              |  
|Total current liabilities                                                                                            |   | 453,773  |   |   | 382,561      |  
|                                                                                                                     |   |          |   |   |              |  
|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                                                                         |   | (44,123  | ) |   | (22,565      | )
|Deficit accumulated during the development stage                                                                     |   | (414,118 | ) |   | (364,533     | )
|                                                                                                                     |   |          |   |   |              |  
|Total Stockholders Deficiency                                                                                       |   | (453,704 | ) |   | (382,561     | )
|Total Liabilities and Stockholders Deficiency                                                                       | $ | 69       |   | $ | -            |  

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

F1

---

|OPENCELL BIOMED, INC. (FORMERLY GRAND MOTION, INC.)                      
|-------------------------------------------------------------------------
|(A Development Stage Company)                                            
|Consolidated Condensed Interim Statements of Operations
      (Unaudited)
|For the Three and Six Months Ended May 31, 2011 and May 31,
      2010,  
|and the Period
      from November 27, 2007 (Inception) to May 31, 2011  

November 27,Three Months
    
    
    Three Months
    
    
    Six Months
    
    
    Six Months
    
    
    2007Ended May 31,
    
    
    Ended May 31,
    
    
    Ended May 31,
    
    
    Ended May 31,
    
    
    (Inception) to2011
    
    
    2010
    
    
    2011
    
    
    2010
    
    
    May 31, 2011Revenue
    $
    -
    
    $
    -
    
    $
    -
    
    $
    -
    
    $
    -ExpensesAccounting and audit
    
    2,625
    
    
    1,750
    
    
    4,375
    
    
    6,500
    
    
    87,170Bank charges
    
    203
    
    
    111
    
    
    390
    
    
    1610
    
    
    946Office and administrative
    
    186
    
    
    132
    
    
    278
    
    
    256
    
    
    4,867Consulting fees
    
    5,000
    
    
    -
    
    
    10,000
    
    
    -
    
    
    20,000Legal
    
    155
    
    
    2,000
    
    
    155
    
    
    2,000
    
    
    28,663License
      agreement
    
    -
    
    
    521
    
    
    25,091
    
    
    19,544
    
    
    79,180Research and development
    
    8,386
    
    
    54,848
    
    
    8,386
    
    
    55,208
    
    
    188,452Realized foreign exchange loss
    
    -
    
    
    -
    
    
    -
    
    
    -
    
    
    850Operating loss
    
    (16,555
    )
    
    (59,362
    )
    
    (48,675
    )
    
    (83,669
    )
    
    (410,128
    )Other income (expense)Interest expense
    
    (623
    )
    
    -
    
    
    (910
    )
    
    -
    
    
    (2,067
    )Net loss
    
    (17,178
    )
    
    (59,362
    )
    
    (49,585
    )
    
    (83.669
    )
    
    (412,195
    )Other comprehensive income (loss)Foreign exchange gain (loss) on translation
      of self-sustaining subsidiary
    
    (1,185
    )
    
    (1,218
    )
    
    (21,558
    )
    
    (1,933
    )
    
    (44,123
    )Comprehensive loss
    $
    (18,363
    )
    $
    (60,580
    )
    $
    (71,143
    )
    $
    (85,602
    )
    $
    (456,318
    )Net loss per share(Basic and fully diluted)
    $
    (0.00
    )
    $
    (0.00
    )
    $
    (0.00
    )
    $
    (0.00
    )Weighted average number of common shares outstanding
    
    26,140,000
    
    
    26,140,000
    
    
    26,140,000
    
    
    26,140,000


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

F2

---

|OPENCELL BIOMED, INC. (FORMERLY GRAND MOTION, INC.)                       
|--------------------------------------------------------------------------
|(A Development Stage Company)                                             
|Consolidated Condensed Interim Statement of
      Stockholders Deficiency
|For the Period
      from Inception (November 27, 2007) to May 31, 2011   

DeficitAccumulated
    
    
    AccumulatedAdditional
    
    
    During the
    
    
    Other
    
    
    StockholdersPaid In
    
    
    Development
    
    
    Comprehensive
    
    
    EquityCapital Stock
    
    
    Capital
    
    
    Stage
    
    
    Income
    
    
    (Deficiency)Balance, November 27, 2007
    
    -
    
    $
    -
    
    $
    -
    
    $
    -
    
    $
    -
    
    $
    -Issuance of stock for cash
    
    20,000,000
    
    
    2,000
    
    
    (1,600
    )
    
    -
    
    
    -
    
    
    400Net 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
    
    
    -
    
    
    -
    
    
    -
    
    
    2,000Issuance of stock related to reverse merger
    
    6,040,000
    
    
    604
    
    
    3,523
    
    
    (1,923
    )
    
    (67
    )
    
    2,137Issuance of shares for legal
      expense
    
    100,000
    
    
    10
    
    
    -
    
    
    -
    
    
    -
    
    
    10Net loss for the year ended November 30, 2008
    
    -
    
    
    -
    
    
    -
    
    
    (113,214
    )
    
    -
    
    
    (113,214
    )Foreign translation gain (loss)
    
    -
    
    
    -
    
    
    -
    
    
    -
    
    
    12,990
    
    
    12,990Balance, 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 gain (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
    )Net loss for the three month period ended
      February 28, 2011
    
    -
    
    
    -
    
    
    -
    
    
    (32,407
    )
    
    -
    
    
    (32,407
    )Foreign translation gain (loss)
    
    -
    
    
    -
    
    
    -
    
    
    -
    
    
    (20,373
    )
    
    (20,373
    )Balance, February 28, 2011
    
    26,140,000
    
    $
    2,614
    
    $
    1,923
    
    $
    (396,940
    )
    $
    (42,938
    )
    $
    (435,341
    )Net loss for the three month
      period ended May 31, 2011
    
    -
    
    
    -
    
    
    -
    
    
    (17,178
    )
    
    -
    
    
    (17,178
    )Foreign
      translation gain (loss)
    
    -
    
    
    -
    
    
    -
    
    
    -
    
    
    (1,185
    )
    
    (1,185
    )Balance, May 31,
      2011
    
    26,140,000
    
    $
    2,614
    
    $
    1,923
    
    $
    (414,118
    )
    $
    (44,123
    )
    $
    (453,704
    )


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

F3

---

|OPENCELL BIOMED, INC. (FORMERLY GRAND MOTION, INC.)                      
|-------------------------------------------------------------------------
|(A Development Stage Company)                                            
|Consolidated Condensed Interim Statements of Cash Flows
      (Unaudited)
|For the Three and Six Months Ended May 31, 2011 and May 31,
      2010,  
|and the Period
      from November 27, 2007 (inception) to May 31, 2011  

November 27,Three Months
    
    
    Three Months
    
    
    Six Months
    
    
    Six Months
    
    
    2007Ended May 31,
    
    
    Ended May 31,
    
    
    Ended May
    
    
    Ended May
    
    
    (Inception) to2011
    
    
    2010
    
    
    31, 2011
    
    
    31, 2010
    
    
    May 31, 2011Cash Flows From Operating
      ActivitiesNet loss
    $
    (17,178
    )
    $
    (59,362
    )
    $
    (49,585
    )
    $
    (83,669
    )
    $
    (412,195
    )Adjustments to
      reconcile net loss to net cash provided by (used for) operating
      activities:Foreign exchange
      gain (loss)
    
    (1,185
    )
    
    (1,218
    )
    
    (21,558
    )
    
    (1,933
    )
    
    (44,056
    )Stock issued for services
    
    -
    
    
    -
    
    
    -
    
    
    -
    
    
    10Reimbursable
      expenses paid by director
    
    2,941
    
    
    -
    
    
    2,941
    
    
    -
    
    
    40,902Prepaid expenses
    
    -
    
    
    (54
    )
    
    -
    
    
    (54
    )
    
    -Accounts payable
    
    (55,857
    )
    
    54,244
    
    
    (26,156
    )
    
    67,812
    
    
    54,217Bank overdraft
    
    -
    
    
    -
    
    
    (40
    )
    
    -
    
    
    -Net cash used in operating activities
    
    (71,279
    )
    
    (6,390
    )
    
    (94,398
    )
    
    (17,844
    )
    
    (361,122
    )Cash Flows From Financing ActivitiesLoan from director
    
    71,275
    
    
    6,379
    
    
    94,467
    
    
    17,759
    
    
    360,791Issuance of shares
    
    -
    
    
    -
    
    
    -
    
    
    -
    
    
    400Net cash provided by financing activities
    
    71,275
    
    
    6,379
    
    
    94,467
    
    
    17,759
    
    
    361,191Net increase (decrease) in cash
    
    (4
    )
    
    (11
    )
    
    69
    
    
    (85
    )
    
    69Cash at the beginning of the period
    
    73
    
    
    16
    
    
    -
    
    
    90
    
    
    -Cash at the end of the period
    $
    69
    
    $
    5
    
    $
    69
    
    $
    5
    
    $
    69Supplemental disclosure:Cash paid for:Interest
    $
    -
    
    $
    -
    
    $
    -
    
    $
    -
    
    $
    -Income Taxes
    $
    -
    
    $
    -
    
    $
    -
    
    $
    -
    
    $
    -Non-cash financing activity
    $
    2,941
    
    $
    -
    
    $
    2,941
    
    $
    -
    
    $
    40,902


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

F4

---

|OPENCELL BIOMED, INC. (FORMERLY GRAND MOTION, INC.)                               
|----------------------------------------------------------------------------------
|(A Development Stage Company)                                                     
|Notes to the Consolidated Condensed Interim Financial
      Statements (Unaudited)
|May 31,
      2011                                                                

Note 1 Nature and Continuance of Operations

Organization

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.

Going Concern

The Company has not realized revenues since inception. The
Company has a deficit accumulated to May 31, 2011 in the amount of $414,118. 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

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|OPENCELL BIOMED, INC. (FORMERLY GRAND MOTION, INC.)                               
|----------------------------------------------------------------------------------
|(A Development Stage Company)                                                     
|Notes to the Consolidated Condensed Interim Financial
      Statements (Unaudited)
|May 31,
      2011                                                                

Note 2 Significant Accounting Policies

Unaudited Interim Financial Statements

The accompanying unaudited interim financial statements have
been prepared in accordance with United States generally accepted accounting
principles for interim financial information and with the instructions to Form
10-Q of Regulation S-K. Certain information and footnote disclosures normally
included in financial statements prepared in accordance with accounting
principles generally accepted in the United States of America have been
condensed or omitted pursuant to such rules and regulations. However, except as
disclosed herein, there has been no material change in the information disclosed
in the notes to the audited financial statements for the year ended November 30,
2010 included in the Companys Form l0-K filed with the Securities and Exchange
Commission. The interim unaudited financial statements should be read in
conjunction with those financial statements included in the Form 10-K. In the
opinion of management, all adjustments considered necessary for a fair
presentation, consisting solely of normal recurring adjustments, have been made.
Operating results for the three and six months ended May 31, 2011 are not
necessarily indicative of the results that may be expected for the year ending
November 30, 2011.

Foreign Currency Translation

The Companys functional currency is the Canadian dollar. The
Company uses the United States dollar as its reporting currency for consistency
with registrants of the Securities and Exchange Commission (SEC) and in
accordance with the ASC 830-10.

Assets and liabilities dominated in a foreign currency were
translated at the exchange rate in effect at the period end and capital accounts
are translated at historical rates. Income statement accounts are translated at
the average rates of exchange prevailing during the period. Translation
adjustments arising from the use of difference exchange rates from period to
period were included in the Accumulated Other Comprehensive Income (Loss)
account in stockholders deficiency.

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.

F6

---

|OPENCELL BIOMED, INC. (FORMERLY GRAND MOTION, INC.)                               
|----------------------------------------------------------------------------------
|(A Development Stage Company)                                                     
|Notes to the Consolidated Condensed Interim Financial
      Statements (Unaudited)
|May 31,
      2011                                                                

Note 3 Contingencies, Commitments and Subsequent Events

The Company entered into a licensing agreement 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 annual royalty of $25,000 CDN
due on December 31, 2010 is still outstanding. 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 July 15,
2011, the date which the financial statements were available to be issued.

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 May 31, 2011, the Company has not granted any stock
options.

Note 5 Related Party Transaction

A director has advanced $401,693 ($363,785 Cdn plus $26,121 US)
to the Company since inception. These amounts are unsecured, non-interest
bearing and due on demand.

F7

---

Item 2. Managements Discussion and Analysis of Financial
Condition or Plan of Operations

Forward-Looking Statements

This Form 10-Q includes "forward-looking statements" within the
meaning of the "safe-harbor" provisions of the Private Securities Litigation
Reform Act of 1995. Such statements are based on management's current
expectations and are subject to a number of factors and uncertainties that could
cause actual results to differ materially from those described in the
forward-looking statements. Please refer to our Form 10-K filed with the SEC on
March 2, 2011 for a more complete description of the risks associated with our
company and business.

All statements other than historical facts included in this
Form, including without limitation, statements under "Plan of Operation",
regarding our financial position, business strategy, and plans and objectives of
management for the future operations, are forward-looking statements.

Although we believe that the expectations reflected in such
forward-looking statements are reasonable, we can give no assurance that such
expectations will prove to have been correct. Important factors that could cause
actual results to differ materially from our expectations include, but are not
limited to, market conditions, competition, satisfactory completion of our
R&D, and the ability to successfully raise funds to meet our operating
needs.

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-Q 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.

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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 2011 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 fourth 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.

Three month period ended May 31, 2011 compared with the
three month period ended May 31, 2010.

Results of Operations

For the three-month periods ended May 31, 2011 and 2010,
respectively, we had no revenues from operations.

During the quarter ended May 31, 2011, operating expenses were
$16,555 compared with operating expenses of $59,362 in the same period last
year. Accounting and audit fees were $2,625 for the quarter, compared to $1,750
in the second quarter of fiscal 2010. There were expenditures of $8,386 on
research and development compared to $54,848 from last year. Consulting fees
were $5,000 compared to $nil last year. Legal fees were $155 versus $2,000
during the same period last year. Bank charges were $203 and office
administration expense were $186, this compares to Q2 2010 expenditures of $111
and $132 respectively.

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For the three month period ended May 31, 2011, we had an
unrealized foreign exchange loss of $1,185 compared to an unrealized loss of
$1,218 in the comparable quarter in 2010.

For the second quarter of fiscal 2011, we had a comprehensive
loss to $18,363 compared with a comprehensive loss of $60,580 for the three
month period ended May 31, 2010, due to the reasons discussed above.

Capital Resources and Liquidity

As at May 31, 2011, we had assets of $69 and total liabilities
of $453,773. Working capital deficit as of May 31, 2011 was $453,704 compared
with a working capital deficit of $354,005 as at May 31, 2010. The increase in
working capital deficit is due principally to the losses from operations which
occurred during the last twelve months.

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. If we are successful any money raised will be
applied to the items set forth in the Plan of Operation section of this Form
10-Q.

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 owed by us in the amount of $401,693
($363,785 CDN and $26,121 USD). The loans are due on demand and bear no
interest.

Off-Balance Sheet Commitments and Arrangements

As of May 31, 2011, 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.

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.

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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 3. Quantitative and Qualitative Disclosures About
Market Risk.

Not applicable.

Item 4 Controls and Procedures

Evaluation of Disclosure Controls and
Procedures

Under the supervision and with the participation of our
management, including our Chief Executive Officer and our Chief Financial
Officer, we undertook an evaluation of the effectiveness of the design and
operation of our disclosure controls and procedures (as defined in Securities
Exchange Act of 1934, Rules 13a-15(e) and 15d-15(e)) as of the end of the period
covered by this report. Based on this evaluation, our Principal Executive
Officer and Principal Financial Officer have concluded that such disclosure
controls and procedures were effective to ensure (a) that information required
to be disclosed by us in reports that we file or submit under the Securities
Exchange Act of 1934, as amended, is recorded, processed, summarized and
reported within the time periods specified in Securities and Exchange Commission
rules and forms and (b) that information required to be disclosed is accumulated
and communicated to management to allow timely decisions regarding disclosure.

Internal Controls Over Financial Reporting

Our management is responsible for establishing and maintaining
adequate internal control over financial reporting, as defined in Rules
13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934. A companys
internal control over financial reporting is a process designed by, or under the
supervision of, the companys principal executive and principal financial
officers, or persons performing similar functions, and effected by the companys
board of directors, management, and other personnel, 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 and includes those policies and procedures that
(i) pertain to the maintenance of records that, in reasonable detail, accurately
and fairly reflect the transactions and dispositions of the assets of the
company; (ii) provide reasonable assurance that transactions are recorded as
necessary to permit the preparation of financial statements in accordance with
GAAP, and that receipts and expenditures of the company are being made only in
accordance with authorizations of management and directors of the company; and
(iii) provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use, or disposition of the companys assets that could
have a material effect on the 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.

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In making its assessment, our management, including the Chief Executive Officer and Chief Financial Officer, used the criteria set forth in Internal Control  Integrated Framework issued by the Committee of Sponsoring Organizations of the
Treadway Commission (COSO).

A material weakness is a control deficiency, or combination of control deficiencies, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely
basis. We have not identified any material weaknesses in our internal controls over financial reporting as of the end of the fiscal year ended November 30, 2010.

There were no changes in our internal controls over financial reporting during the three month period ended May 31, 2011 that materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

OTHER INFORMATION

Item 1. Legal Proceedings

None

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

None

Item 3. Defaults Upon Senior Securities

None.

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

None.

Item 5. Other Information

None

Item 6. Exhibits and Report on Form 8-K

(a) Reports on Form 8-K

None.

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ExhibitNumber
    Exhibit Title31.1
    Certification
      pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of
      the Sarbanes-Oxley Act of 200231.2
    Certification pursuant to 18 U.S.C. Section
      1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 200232.1
    Certification
      pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
      the Sarbanes-Oxley Act of 200232.2
    Certification pursuant to 18
      U.S.C. Section 1350, as adopted pursuant to Section 906 of the
      Sarbanes-Oxley Act of 2002


SIGNATURES

In accordance with the requirements of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

OpenCell Biomed, Inc.

/s/ Mislav PavelicMislav
Pavelic President and Principal Financial and Accounting Officer

Dated: July 15, 2011

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