---

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, 2010

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) |                              



---

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

At July 15, 2010, 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, 2010
      and November 30, 2009 (Unaudited)                                                                                                                 | F1     
|Statements of
      Operations for the Three and Six Months Ended May 31, 2010 and May 31,
      2009 and the Period from Inception (November 27, 2007) to May 31, 2010
      (Unaudited) | F2     
|Statement of Stockholders
      Deficiency for the Period from Inception (November 27, 2007) to May 31,
      2010 (Unaudited)                                                           | F3     
|Statements of Cash
      Flows for the Three and Six Months Ended May 31, 2010 and May 31, 2009 and
      the Period from Inception (November 27, 2007) to May 31, 2010 (Unaudited)       | F4     
|NOTES TO CONSOLIDATED CONDENSED INTERIM FINANCIAL
      STATEMENTS                                                                                                                        | F5  F8



---

|OPENCELL BIOMED, INC. (FORMERLY GRAND MOTION, INC.)            
|---------------------------------------------------------------
|(A Development Stage Company)                                  
|Consolidated Condensed Interim Balance Sheets
      (Unaudited)
|As at May 31, 2010
      and November 30, 2009                 

|                                                                                                               |   | May 31,  |   |   | November 30, |  
|-------------------------------------------------------------------------------------------------------------- | - | -------- | - | - | ------------ | -
|                                                                                                               |   | 2010     |   |   | 2009         |  
|                                                                                                               |   |          |   |   |              |  
|ASSETS                                                                                                         |   |          |   |   |              |  
|Current assets                                                                                                 |   |          |   |   |              |  
|Cash                                                                                                           | $ | 5        |   | $ | 90           |  
|Prepaid expenses                                                                                               |   | 54       |   |   | -            |  
|Total current assets                                                                                           |   | 59       |   |   | 90           |  
|                                                                                                               |   |          |   |   |              |  
|Total assets                                                                                                   | $ | 59       |   | $ | 90           |  
|                                                                                                               |   |          |   |   |              |  
|LIABILITIES                                                                                                    |   |          |   |   |              |  
|Current liabilities                                                                                            |   |          |   |   |              |  
|Accounts payable                                                                                               | $ | 76,231   |   | $ | 8,419        |  
|Due to related
      party                                                                                     |   | 277,833  |   |   | 260,074      |  
|Total current liabilities                                                                                      |   | 354,064  |   |   | 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                                                                                     |   | -        |   |   | -            |  
|Accumulated other comprehensive income                                                                         |   | (17,191  | ) |   | (15,258      | )
|Deficit
      accumulated during the development stage                                                         |   | (339,428 | ) |   | (255,759     | )
|Total Stockholders Deficiency                                                                                 |   | (354,005 | ) |   | (268,403     | )
|Total
      Liabilities and Stockholders Deficiency                                                           | $ | 59       |   | $ | 90           |  

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, 2010 and May 31,
      2009,  
|and the Period
      from November 27, 2007 (Inception) to May 31, 2010  

Three Months
    
    
    Three Months
    
    
    Six Months
    
    
    Six Months
    
    
    November 27, 2007Ended
    
    
    Ended
    
    
    Ended
    
    
    Ended
    
    
    (Inception) toMay 31, 2010
    
    
    May 31, 2009
    
    
    May 31, 2010
    
    
    May 31, 2009
    
    
    May 31, 2010Revenue
    $
    -
    
    $
    -
    
    $
    -
    
    $
    -
    
    $
    -ExpensesAccounting and audit
    
    1,750
    
    
    7,732
    
    
    6,500
    
    
    23,923
    
    
    76,295Bank charges and
      interest
    
    111
    
    
    68
    
    
    161
    
    
    105
    
    
    444Office and administrative
    
    132
    
    
    155
    
    
    256
    
    
    231
    
    
    3,279Legal
    
    2,000
    
    
    2,637
    
    
    2,000
    
    
    2,637
    
    
    24,405License agreement
    
    521
    
    
    -
    
    
    19,544
    
    
    -
    
    
    54,089Research and
      development
    
    54,848
    
    
    -
    
    
    55,208
    
    
    30,859
    
    
    180,066Realized foreign exchange loss
    
    -
    
    
    -
    
    
    -
    
    
    -
    
    
    850Net loss
    
    (59,362
    )
    
    (10,592
    )
    
    (83,669
    )
    
    (57,755
    )
    
    (339,428
    )Other comprehensive
      income (loss)Foreign exchange gain (loss) on translation of self
      sustaining subsidiary
    
    (1,218
    )
    
    (21,823
    )
    
    (1,933
    )
    
    (18,655
    )
    
    (17,191
    )Comprehensive loss
    $
    (60,580
    )
    $
    (32,415
    )
    $
    (85,602
    )
    $
    (76,410
    )
    $
    (356,619
    )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

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|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, 2010   

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
    
    
    1,600
    
    
    -
    
    
    (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
    
    -
    
    
    -
    
    
    -
    
    
    -
    
    
    12,990
    
    
    12,990Balance, November 30, 2008
    
    26,140,000
    
    
    2,614
    
    
    -
    
    
    (113,614
    )
    
    12,923
    
    
    (98,077
    )Net loss for the three month period ended
      February 28, 2009
    
    -
    
    
    -
    
    
    -
    
    
    (47,163
    )
    
    -
    
    
    (47,163
    )Foreign translation gain
    
    -
    
    
    -
    
    
    -
    
    
    -
    
    
    3,168
    
    
    3,168Balance, February 28, 2009
    
    26,140,000
    
    $
    2,614
    
    $
    -
    
    $
    (160,777
    )
    $
    16,091
    
    $
    (142,072
    )Net loss for the three month
      period ended May 31, 2009
    
    -
    
    
    -
    
    
    -
    
    
    (10,592
    )
    
    -
    
    
    (10,592
    )Foreign translation gain (loss)
    
    -
    
    
    -
    
    
    -
    
    
    -
    
    
    (21,823
    )
    
    (21,823
    )Balance, May 31, 2009
    
    26,140,000
    
    $
    2,614
    
    $
    -
    
    $
    (171,369
    )
    $
    (5,732
    )
    $
    (174,487
    )


---

|OPENCELL BIOMED, INC. (FORMERLY GRAND MOTION, INC.)                                   
|--------------------------------------------------------------------------------------
|(A Development Stage Company)                                                         
|Consolidated Condensed Interim Statement of
      Stockholders Deficiency (continued)
|For the Period
      from Inception (November 27, 2007) to May 31, 2010               

Net loss for the three month
      period ended August 31, 2009
    
    -
    
    
    -
    
    
    -
    
    
    (73,632
    )
    
    -
    
    
    (73,632
    )Foreign translation gain (loss)
    
    -
    
    
    -
    
    
    -
    
    
    -
    
    
    (1,953
    )
    
    (1,953
    )Balance, August 31, 2009
    
    26,140,000
    
    $
    2,614
    
    $
    -
    
    $
    (245,001
    )
    $
    (7,685
    )
    $
    (250,072
    )Net loss for the three month
      period ended November 30, 2009
    
    -
    
    
    -
    
    
    -
    
    
    (10,758
    )
    
    -
    
    
    (10,758
    )Foreign translation gain (loss)
    
    -
    
    
    -
    
    
    -
    
    
    -
    
    
    (7,573
    )
    
    (7,573
    )Balance, November 30, 2009
    
    26,140,000
    
    $
    2,614
    
    $
    -
    
    $
    (255,759
    )
    $
    (15,258
    )
    $
    (268,403
    )Net loss for the three month period ended
      February 28, 2010
    
    -
    
    
    -
    
    
    -
    
    
    (24,307
    )
    
    -
    
    
    (24,307
    )Foreign translation gain (loss)
    
    -
    
    
    -
    
    
    -
    
    
    -
    
    
    (715
    )
    
    (715
    )Balance, February 28, 2010
    
    26,140,000
    
    $
    2,614
    
    $
    -
    
    $
    (280,066
    )
    $
    (15,973
    )
    $
    (293,425
    )Net loss for the three month
      period ended May 31, 2010
    
    -
    
    
    -
    
    
    -
    
    
    (59,362
    )
    
    -
    
    
    (59,362
    )Foreign translation gain (loss)
    
    -
    
    
    -
    
    
    -
    
    
    -
    
    
    (1,218
    )
    
    (1,218
    )Balance, May 31, 2010
    
    26,140,000
    
    $
    2,614
    
    $
    -
    
    $
    (339,428
    )
    $
    (17,191
    )
    $
    (354,005
    )


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, 2010 and May 31,
      2009,  
|and the Period
      from November 27, 2007 (inception) to May 31, 2010  

Three Months
    
    
    Three Months
    
    
    Six Months
    
    
    Six Months
    
    
    November 27, 2007Ended
    
    
    Ended
    
    
    Ended
    
    
    Ended
    
    
    (Inception) toMay 31, 2010
    
    
    May 31, 2009
    
    
    May 31, 2010
    
    
    May 31, 2009
    
    
    May 31, 2010Cash Flows From
      OperatingActivitiesNet loss
    $
    (59,362
    )
    $
    (10,592
    )
    $
    (83,669
    )
    $
    (57,755
    )
    $
    (339,428
    )Adjustments to reconcile net loss
      to net cash provided by (used for) operating activities:Foreign exchange
      gain (loss)
    
    (1,218
    )
    
    (21,823
    )
    
    (1,933
    )
    
    (18,655
    )
    
    (17,124
    )Stock issued for
      services
    
    -
    
    
    -
    
    
    -
    
    
    -
    
    
    10Prepaid expenses
    
    (54
    )
    
    -
    
    
    (54
    )
    
    -
    
    
    (54
    )Accounts payable
    
    54,244
    
    
    (23,191
    )
    
    67,812
    
    
    (22,338
    )
    
    78,368Accrued liabilities
    
    -
    
    
    (16,191
    )
    
    -
    
    
    -
    
    
    -Net cash used in operating activities
    
    (6,390
    )
    
    (71,797
    )
    
    (17,844
    )
    
    (98,748
    )
    
    (278,228
    )Cash Flows From Financing
      ActivitiesLoan from director
    
    6,379
    
    
    71,765
    
    
    17,759
    
    
    98,283
    
    
    277,833Issuance of common stock
    
    -
    
    
    -
    
    
    -
    
    
    -
    
    
    400Bank overdraft
    
    -
    
    
    32
    
    
    -
    
    
    50
    
    
    -Net cash provided by financing activities
    
    6,379
    
    
    71,797
    
    
    17,759
    
    
    98,333
    
    
    278,233Net increase (decrease)
      in cash
    
    (11
    )
    
    -
    
    
    (85
    )
    
    (415
    )
    
    5Cash at the beginning of the period
    
    16
    
    
    -
    
    
    90
    
    
    415
    
    
    -Cash at the end of the period
    $
    5
    
    $
    -
    
    $
    5
    
    $
    -
    
    $
    5Supplemental disclosure:Cash paid for:Interest
    $
    -
    
    $
    -
    
    $
    -
    
    $
    -
    
    $
    -Income Taxes
    $
    -
    
    $
    -
    
    $
    -
    
    $
    -
    
    $
    -


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

F4

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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,
      2010                                                                

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 any revenues since inception. The
Company has a deficit accumulated to May 31, 2010 in the amount of $339,428. 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

---

|OPENCELL BIOMED, INC. (FORMERLY GRAND MOTION, INC.)                               
|----------------------------------------------------------------------------------
|(A Development Stage Company)                                                     
|Notes to the Consolidated Condensed Interim Financial
      Statements (Unaudited)
|May 31,
      2010                                                                

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,
2009 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, 2010 are not
necessarily indicative of the results that may be expected for the year ending
November 30, 2010.

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, except for those pronouncements detailed below, no
other pronouncements apply or will have a material effect on the Companys
financial statements.

- In May 2009, the FASB issued ASC 855 Subsequent Events, which establishes
  principles and requirements for subsequent events. In accordance with the
  provisions of ASC 855, the Company currently evaluates subsequent events
  through the date the financial statements are available to be issued.

F7

---

|OPENCELL BIOMED, INC. (FORMERLY GRAND MOTION, INC.)                               
|----------------------------------------------------------------------------------
|(A Development Stage Company)                                                     
|Notes to the Consolidated Condensed Interim Financial
      Statements (Unaudited)
|May 31,
      2010                                                                

Note 3 Contingencies, Commitments and Subsequent Events

In January 2008, the Company entered into a licensing agreement
with the Canadian National Research Council (the licensor or NRC) 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 $14,920 (paid) ($15,750 CDN) on December 31, 2008; $18,947 (not
paid at 02/28/10) ($20,000 CDN) on December 31, 2009; and $23,683 ($25,000 CDN)
on December 31, 2010 and on each anniversary thereafter throughout the term. The
licensor, subject to re imbursement of 100% of such costs, is required to obtain
and maintain the patents covering the technology.

Also in January 2008, the Company entered into a collaboration
agreement with the NRC to develop an optimum implant design for commercial use.
The projected total cost commitment of this project is approximately $138,332
($176,000 CDN) of which $180,066 ($194,807 CDN) has been spent.

The Company has evaluated subsequent events through July 13,
2010, 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, 2010, the Company has not granted any stock
options.

Note 5 Related Party Transaction

A director has advanced $277,833 to the Company since
inception. These amounts are unsecured, non interest bearing and due on demand.

F8

---

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 16, 2010 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

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$140,000. 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.

In addition to the commercialization costs discuss above, we
expect to incur a total of $158,753 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 $23,753 ($25,000 CDN).We are required
  to pay licensing fees to the NRC of $23,753 ($25,000 CDN) in December 2010 and
  each year thereafter to 2021.
- Marketing expenses of $110,000 ($115,775 CDN). We believe that we
  will begin a marketing and sales program during the first or second fiscal
  quarter of 2011. We expect to incur approximately $30,000 ($31,575 CDN) on
  conventions and trade shows, $10,000 ($10,525 CDN) on trade magazines, $4,000
  ($4,210 CDN) on website development, and $6,000 ($6,315 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 ($63,150 CDN)
  per person plus commissions.
- Professional fees of $25,000 ($26,313 CDN). Overall, we anticipate
  spending an additional $25,000 on professional fees, 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, 2010 compared with the
three month period ended May 31, 2009.

Results of Operations

For the three-month periods ended May 31, 2010 and May 31,
2009, respectively, we had no revenues from operations.

During the quarter ended May 31, 2010, operating expenses were
$59,362 compared with operating expenses of $10,592 in the same period last
year. Accounting and audit fees were $1,750 for the quarter, a decrease of 77.4%
from the $7,732 recorded in the second quarter of fiscal 2009. Research and
development fees were $54,848 and license agreement fees were $521. Bank charges
were $111, office administration expense $132 and legal fees were $2,000 this
compares to Q2 2009 expenditures of $68, $155 and $2,637 respectively.

For the three month period ended May 31, 2010, we had an
unrealized foreign exchange loss of $1,218 compared to an unrealized loss of
$21,823 in the comparable quarter in 2009.

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For the second quarter of fiscal 2010, we had a comprehensive
loss to $60,580 compared with a comprehensive loss of $32,415 for the three
month period ended May 31, 2009, due to the reasons discussed above.

Capital Resources and Liquidity

As at May 31, 2010, we had assets of $59 and total liabilities
of $354,064. Working capital deficit as of May 31, 2010 was $354,005 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
which occurred during the six month period ended May 31, 2010.

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 to us in the amount of $277,833
($264,557 CDN and $24,308 USD). The loans are due on demand and bear no
interest.

Off-Balance Sheet Commitments and Arrangements

As of May 31, 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.

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, 2009.

There were no changes in our internal controls over financial
reporting during the three month period ended May 31, 2010 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.

(b) Exhibits:

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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, 2010

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