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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 February 28, 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 April 13, 2010, 26,140,000 shares of the Registrant's Common Stock were issued and outstanding.

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OPENCELL BIOMED, INC.

PART I  FINANCIAL INFORMATION

Item 1. Financial Statements

|                                                                   |                                                                                                                                                                                            | PAGE
|------------------------------------------------------------------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ----
|CONSOLIDATED CONDENSED INTERIM
      FINANCIAL STATEMENTS          |                                                                                                                                                                                           
|                                                                   | Balance Sheets as of February
      28, 2010 and November 30, 2009 (Unaudited)                                                                                                             | 1   
|                                                                   | Statements of Operations for the Three Months
      Ended February 28, 2010 and February 29, 2009 and the Period from
      Inception (November 27, 2007) to February 28, 2010 (Unaudited) | 2   
|                                                                   | Statement of Stockholders
      Deficiency for the Period from Inception (November 27, 2007) to February
      28, 2010 (Unaudited)                                                       | 3-4 
|                                                                   | Statements of Cash Flows for the Three Months
      Ended February 28, 2010 and February 29, 2009 and the Period from
      Inception (November 27, 2007) to February 28, 2010 (Unaudited) | 5   
|NOTES TO
      CONSOLIDATED CONDENSED INTERIM FINANCIAL STATEMENTS | 6-9                                                                                                                                                                                       
|                                                                   |                                                                                                                                                                                           

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|OPENCELL BIOMED, INC. (FORMERLY GRAND MOTION, INC.)                                                            |   |              |   |   |              |  
|-------------------------------------------------------------------------------------------------------------- | - | ------------ | - | - | ------------ | -
|(A Development Stage Company)                                                                                  |   |              |   |   |              |  
|Consolidated Condensed Interim Balance Sheets
      (Unaudited)                                                |   |              |   |   |              |  
|As at February 28,
      2010 and November 30, 2009                                                            |   |              |   |   |              |  
|                                                                                                               |   |              |   |   |              |  
|                                                                                                               |   | February 28, |   |   | November 30, |  
|                                                                                                               |   | 2009         |   |   | 2009         |  
|ASSETS                                                                                                         |   |              |   |   |              |  
|Current assets                                                                                                 |   |              |   |   |              |  
|Cash                                                                                                           | $ | 16           |   | $ | 90           |  
|Total current assets                                                                                           |   | 16           |   |   | 90           |  
|Total assets                                                                                                   | $ | 16           |   | $ | 90           |  
|LIABILITIES                                                                                                    |   |              |   |   |              |  
|Current liabilities                                                                                            |   |              |   |   |              |  
|Accounts payable                                                                                               | $ | 21,987       |   | $ | 8,419        |  
|Due
      to related party                                                                                     |   | 271,454      |   |   | 260,074      |  
|Total current liabilities                                                                                      |   | 293,441      |   |   | 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                                                                         |   | (15,973      | ) |   | (15,258      | )
|Deficit accumulated during the development
      stage                                                         |   | (280,066     | ) |   | (255,759     | )
|Total Stockholders Deficiency                                                                                 |   | (293,425     | ) |   | (268,403     | )
|Total Liabilities and Stockholders
      Deficiency                                                           | $ | 16           |   | $ | 90           |  

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

1

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|OPENCELL BIOMED, INC. (FORMERLY GRAND MOTION,
      INC.)                       |   |                    |   |   |                    |   |  
|------------------------------------------------------------------------------- | - | ------------------ | - | - | ------------------ | - | -
|(A Development Stage Company)                                                   |   |                    |   |   |                    |   |  
|Consolidated Condensed Interim Statements of
      Operations (Unaudited)       |   |                    |   |  
|For the Three Months Ended February 28, 2010 and
      February 29, 2009,       |   |                    |   |  
|and the
      Period from November 27, 2007 (Inception) to February 28, 2010    |   |                    |   |  
|                                                                                |   |                    |   |  
|                                                                                |   |                    |   |   |                    |   |  
|                                                                                |   | Three Months Ended |   |   | Three Months Ended |   |  
|                                                                                |   | February 28, 2010  |   |   | February 29, 2009  |   |  
|Revenue                                                                         | $ | -                  |   | $ | -                  |   | $
|Expenses                                                                        |   |                    |   |   |                    |   |  
|Accounting and audit                                                            |   | 4,750              |   |   | 16,191             |   |  
|Bank charges and interest                                                       |   | 50                 |   |   | 37                 |   |  
|Office and administrative                                                       |   | 124                |   |   | 76                 |   |  
|Legal                                                                           |   | -                  |   |   | -                  |   |  
|License agreement                                                               |   | 19,023             |   |   |                    |   |  
|Research and development                                                        |   | 360                |   |   | 30,859             |   |  
|Realized foreign exchange loss                                                  |   | -                  |   |   | -                  |   |  
|Net loss                                                                        |   | (24,307            | ) |   | (47,163            | ) |  
|Other comprehensive income (loss)                                               |   |                    |   |   |                    |   |  
|Foreign exchange gain (loss) on translation of
      self-sustaining subsidiary |   | (715               | ) |   | 3,168              |   |  
|Comprehensive loss                                                              | $ | (25,022            | ) | $ | (43,995            | ) | $
|Net loss per share                                                              |   |                    |   |   |                    |   |  
|(Basic and fully diluted)                                                       | $ | (0.00              | ) | $ | (0.00              | ) |  
|Weighted average
      number of common shares outstanding                      |   | 26,140,000         |   |   | 26,140,000         |   |  

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

2

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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 February 28, 2010 |  |               |   |   |         |   |  
|                                                                             |  |               |   |   |         |   |  
|                                                                             |  |               |   |   |         |   |   |            |   |  
|                                                                             |  |               |   |   |         |   |   |            |   |  
|                                                                             |  |               |   |   |         |   |   | Additional |   |  
|                                                                             |  |               |   |   |         |   |   | Paid In    |   |  
|                                                                             |  | Capital Stock |   |   | Capital |   |   | Stage      |   |  
|Balance,
      November 27, 2007                                             |  | -             |   | $ | -       |   | $ | -          |   | $
|Issuance of stock for cash                                                   |  | 20,000,000    |   |   | 2,000   |   |   | (1,600     | ) |  
|Net loss for the periodended November 30, 2007                               |  | -             |   |   | -       |   |   | -          |   |  
|Balance, November 30, 2007                                                   |  | 20,000,000    |   |   | 2,000   |   |   | (1,600     | ) |  
|Cancellation of
      stock relatedto reverse merger                         |  | (20,000,000   | ) |   | (2,000  | ) |   | -          |   |  
|Issuance of stock related toreverse merger                                   |  | 20,000,000    |   |   | 2,000   |   |   | -          |   |  
|Issuance of
      stock related toreverse merger                             |  | 6,040,000     |   |   | 604     |   |   | 1,600      |   |  
|Issuance of shares for legalexpense                                          |  | 100,000       |   |   | 10      |   |   | -          |   |  
|Net loss for the
      yearended November 30, 2008                           |  | -             |   |   | -       |   |   | -          |   |  
|Foreign translation gain                                                     |  | -             |   |   | -       |   |   | -          |   |  
|Balance,
      November 30, 2008                                             |  | 26,140,000    |   |   | 2,614   |   |   | -          |   |  
|Net loss for the three monthperiod ended February 28,2009                    |  | -             |   |   | -       |   |   | -          |   |  
|Foreign translation gain                                                     |  | -             |   |   | -       |   |   | -          |   |  
|Balance, February 28, 2009                                                   |  | 26,140,000    |   | $ | 2,614   |   | $ | -          |   | $
|Net loss for the
      three monthperiod ended May 31,2009                   |  | -             |   |   | -       |   |   | -          |   |  
|Foreign translation gain (loss)                                              |  | -             |   |   | -       |   |   | -          |   |  
|Balance, May 31,
      2009                                                  |  | 26,140,000    |   | $ | 2,614   |   | $ | -          |   | $

3

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|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 February 28, 2010           |  |            |  |   |       |  |  
|                                                                                       |  |            |  |   |       |  |  
|Net loss for the
      three monthperiod ended August 31,2009                          |  | -          |  |   | -     |  |   | - |  |  
|Foreign translation gain (loss)                                                        |  | -          |  |   | -     |  |   | - |  |  
|Balance, August
      31, 2009                                                         |  | 26,140,000 |  | $ | 2,614 |  | $ | - |  | $
|Net loss for the three monthperiod ended November 30,2009                              |  | -          |  |   | -     |  |   | - |  |  
|Foreign translation gain (loss)                                                        |  | -          |  |   | -     |  |   | - |  |  
|Balance, November 30, 2009                                                             |  | 26,140,000 |  | $ | 2,614 |  | $ | - |  | $
|Net loss for the
      three monthperiod ended February 28,2010                        |  | -          |  |   | -     |  |   | - |  |  
|Foreign translation gain (loss)                                                        |  | -          |  |   | -     |  |   | - |  |  
|Balance, February 28, 2010                                                             |  | 26,140,000 |  | $ | 2,614 |  | $ | - |  | $

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

4

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|OPENCELL BIOMED, INC. (FORMERLY
      GRAND MOTION, INC.)                                        |   |                    |   |   |                    |   |  
|------------------------------------------------------------------------------------------------ | - | ------------------ | - | - | ------------------ | - | -
|(A Development Stage Company)                                                                    |   |                    |   |   |                    |   |  
|Consolidated Condensed Interim
      Statements of Cash Flows (Unaudited)                        |   |                    |   |  
|For the Three Months Ended February
      28, 2010 and February 29, 2009,                        |   |                    |   |  
|and the Period from November 27, 2007 (inception) to February 28,
      2010                     |   |                    |   |  
|                                                                                                 |   |                    |   |  
|                                                                                                 |   |                    |   |   |                    |   |  
|                                                                                                 |   | Three Months Ended |   |   | Three Months Ended |   |  
|                                                                                                 |   | February 28, 2010  |   |   | February 29, 2009  |   |  
|Cash Flows From Operating
      Activities                                                       |   |                    |   |   |                    |   |  
|Net loss                                                                                         | $ | (24,307            | ) | $ | (47,163            | ) | $
|Adjustments to reconcile net loss to net cash provided by (used for)
      operating activities: |   |                    |   |   |                    |   |  
|Foreign exchange
      gain (loss)                                                               |   | (715               | ) |   | 3,168              |   |  
|Stock issued for services                                                                        |   | -                  |   |   | -                  |   |  
|Accounts payable                                                                                 |   | 13,568             |   |   | 853                |   |  
|Accrued
      liabilities                                                                        |   | -                  |   |   | 16,191             |   |  
|Net cash used in operating activities                                                            |   | (11,454            | ) |   | (26,951            | ) |  
|Cash Flows From Financing
      Activities                                                       |   |                    |   |   |                    |   |  
|Loan from director                                                                               |   | 11,380             |   |   | 26,518             |   |  
|Issuance of common stock                                                                         |   | -                  |   |   | -                  |   |  
|Bank overdraft                                                                                   |   | -                  |   |   | 18                 |   |  
|Net cash provided by financing
      activities                                                  |   | 11,380             |   |   | 26,536             |   |  
|Net increase (decrease) in cash                                                                  |   | (74                | ) |   | (415               | ) |  
|Cash at the beginning of the period                                                              |   | 90                 |   |   | 415                |   |  
|Cash at the end of the period                                                                    | $ | 16                 |   | $ | -                  |   | $
|Supplemental disclosure:                                                                         |   |                    |   |   |                    |   |  
|Cash paid for:                                                                                   |   |                    |   |   |                    |   |  
|Interest                                                                                         | $ | -                  |   | $ | -                  |   |  
|Income Taxes                                                                                     | $ | -                  |   | $ | -                  |   |  

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

5

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|OPENCELL BIOMED, INC. (FORMERLY GRAND MOTION, INC.)                               
|----------------------------------------------------------------------------------
|(A Development Stage Company)                                                     
|Notes to the Consolidated Condensed Interim Financial
      Statements (Unaudited)
|February 28,
      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 February 28, 2010 in the amount of
$280,066. 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.

6

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|OPENCELL BIOMED, INC. (FORMERLY GRAND MOTION, INC.)                               
|----------------------------------------------------------------------------------
|(A Development Stage Company)                                                     
|Notes to the Consolidated Condensed Interim Financial
      Statements (Unaudited)
|February 28,
      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 months ended February 28, 2010 are not
necessarily indicative of the results that may be expected for the year ending
November 30, 2010.

Recent Accounting Pronouncements

The Company has adopted the recent accounting pronouncements,
in the opinion of management, these recent accounting pronouncements have no
material effect on the financial position, results of operations or cash flows
of the Company.

- FASB (Financial Accounting Standards Board) issued Accounting Standards
  Update 2010-08 (ASU 2010-08), Technical Corrections to Various Topics.
- FASB (Financial Accounting Standards Board) issued Accounting Standards
  Update 2010-06 (ASU 2010-06), Fair Value Measurements and Disclosures
  (Topic 820): Improving Disclosures about Fair Value Measurements.
- FASB (Financial Accounting Standards Board) issued Accounting Standards
  Update 2010-05 (ASU 2010-05), Compensation  Stock Compensation (Topic
  718).
- FASB (Financial Accounting Standards Board) issued Accounting Standards
  Update 2010-04 (ASU 2010-04), Accounting for Various TopicsTechnical
  Corrections to SEC Paragraphs.
- FASB issued Accounting Standards Update 2010-02, Consolidation (Topic
  810): Accounting and Reporting for Decreases in Ownership of a
  Subsidiary.
- FASB issued Accounting Standards Update 2010-01, Equity (Topic 505):
  Accounting for Distributions to Shareholders with Components of Stock
  and Cash (A Consensus of the FASB Emerging Issues Task Force).

7

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|OPENCELL BIOMED, INC. (FORMERLY GRAND MOTION, INC.)                               
|----------------------------------------------------------------------------------
|(A Development Stage Company)                                                     
|Notes to the Consolidated Condensed Interim Financial
      Statements (Unaudited)
|February 28,
      2010                                                           

- FASB issuedAccounting Standards Update 2009-17, Consolidations
  (Topic 810): Improvements to Financial Reporting by Enterprises
  Involved with Variable Interest Entities.
- FASB issued Accounting Standards Update 2009-15, Accounting for Own-Share
  Lending Arrangements in Contemplation of Convertible Debt Issuance or Other
  Financing.
- FASB issued Accounting Standards Update 2009-14, Software (Topic 985):
  Certain Revenue Arrangements That Include Software Elements.
- FASB issued Accounting Standards Update 2009-13, Revenue Recognition
  (Topic 605): Multiple- Deliverable Revenue Arrangements.
- FASB issued Accounting Standards Update 2009-12, Fair Value Measurements
  and Disclosures (Topic 820): Investments in Certain Entities That Calculate
  Net Asset Value per Share (or Its Equivalent).
- FASB ratified the consensus reached by EITF (Emerging Issues Task Force)
  issued EITF No. 09-1, (ASC Topic 470) Accounting for Own-Share Lending
  Arrangements in Contemplation of Convertible Debt Issuance (EITF 09-1).
- FASB issued SFAS No. 167 (ASC Topic 810), Amendments to FASB
  Interpretation No. 46(R) (SFAS 167).
- FASB issued SFAS No. 166, (ASC Topic 860) Accounting for Transfers of
  Financial Assetsan amendment of FASB Statement No. 140 (SFAS 166).
- FASB issued SFAS No. 164, (ASC Topic 810) Not-for-Profit Entities:
  Mergers and Acquisitions  including an amendment of FASB Statement No. 142
  (SFAS 164).
- ASC 855-10 (formerly SFAS No. 165, Subsequent Events).
- SFAS 157 as allowed by FASB Staff Position - ("FSP") 157-2.

8

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|OPENCELL BIOMED, INC. (FORMERLY GRAND MOTION, INC.)                               
|----------------------------------------------------------------------------------
|(A Development Stage Company)                                                     
|Notes to the Consolidated Condensed Interim Financial
      Statements (Unaudited)
|February 28,
      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 reimbursement 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 $125,751 ($138,714 CDN) has been spent.

The Company has evaluated subsequent events through April 14,
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 February 28, 2010, the Company has not granted any stock
options.

Note 5 Related Party Transaction

A director has advanced $271,454 to the Company since
inception. These amounts are unsecured, non-interest bearing and due on demand.

9

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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
$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.

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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 February 28, 2010 compared with the three month period ended February 28, 2009.

Results of Operations

For the three-month periods ended February 28, 2010 and February 28, 2009, respectively, we had no revenues from operations.

During the quarter ended February 28, 2010, there was very little business activity and development; as a result operating expenses were $24,307 compared with operating expenses of $47,163 in the same period last year. Accounting and audit
fees were $4,750 for the quarter, a decrease of 70.7% from the $16,191 recorded in the first quarter of fiscal 2009.  Research and development fees were $360 compared to $30,859 last year and license agreement fees were $19,023
compared to $nil last year. Bank charges were $50 and office administration expense $124, this compares to Q1 2009 expenditures of $37 and $76 respectively.

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For the three month period ended February 28, 2010, we had an unrealized foreign exchange loss of $715 compared to a $3,168 unrealized gain on foreign exchange in the comparable quarter in 2009.

For the first quarter of fiscal 2010, we had a comprehensive loss to $25,022 compared with a comprehensive loss of $43,995 for the three month period ended February 28, 2009, due to the reasons discussed above.

Capital Resources and Liquidity

As at February 28, 2010, we had assets of $16 and total liabilities of $293,441. Working capital deficit as of February 28, 2010 was $293,425 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 three month period ended February 28, 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 $271,454 ($264,157 CDN and $20,473 USD). The loans are due on demand and bear no interest.

Off-Balance Sheet Commitments and Arrangements

As of February 28, 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 February 28, 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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|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
      pursuat to 18  U.S.C. Section 1350, as adopted pursuant to Section 906 of
      the Sarbanes-OxleyAct
      of 2002
|32.2    | Certification pursuant to 18 U.S.C. Sectionn 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: April 13, 2010

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