Filed by sedaredgar.com - Cyplasin Biomedical Ltd.

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

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

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

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

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act

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

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court.
[ ] YES [ ] NO

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.<>39,584,000 common shares issued and outstanding as of December <>, 2008

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

On May 11, 2007 the Company adopted a stock option plan (the “Plan”) and granted 890,000 stock options to officers, employees and consultants, exercisable at $0.76 per share for a period of five years. The Company recognizes stock-based compensation costs on a straight-line basis over the requisite service period of the award, which is the option vesting term. The options vest semiannually, at a rate of 20%, commencing November 10, 2007. The fair value of these options at the date of grant was estimated to be $575,656 using the Black-Scholes option pricing model with an expected life of 5 years, a risk free interest rate of 4.75%, a dividend yield of 0%, and expected volatility of 123%.

During the nine month period ended October 31, 2008, $115,131 in stock based compensation expense was recognized (2007 - $Nil) in relation to the vested stock options and $345,394 of total unrecognized compensation costs related to the unvested options.

During the nine month period ended October 31, 2008, stock-based compensation expense has been allocated to the following accounts:

General and administrative	$	50,450
Management fees		10,349
Research and development		54,332

	$	115,131

As of October 31, 2008, 890,000 options have been granted, 356,000 options have vested and no options have been exercised.

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.

This quarterly report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may", "should", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "potential" or "continue" or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, that may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Our unaudited financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles. The following discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this quarterly report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this quarterly report.

In this quarterly report, unless otherwise specified, all dollar amounts are expressed in United States dollars. All references to "US$" refer to United States dollars and all references to "common shares" refer to the common shares in our capital stock.

As used in this quarterly report, the terms "we", "us", "our" and "our company" mean Cyplasin Biomedical Ltd., unless otherwise indicated.

We were incorporated pursuant to the laws of the State of Nevada on May 12, 2004 under the name Glass Wave Enterprises, Inc. Effective February 16, 2007, we changed our name to Cyplasin Biomedical Ltd. and effected a six point two (6.2) for one forward stock split of our authorized, issued and outstanding common stock. Following our incorporation, we commenced the business, through our wholly-owned subsidiary, Astro Nutrition Inc., as a reseller of health products and herbal remedies. We targeted the market of health food supplements and herbal remedies by catering mainly to the European and Asian markets. We disposed of our former wholly-owned subsidiary, Astro Nutrition Inc. during our quarter ended April 30, 2007.

We were not successful in implementing our business plan as a reseller of health products and herbal remedies. As management of our company investigated opportunities and challenges in the business of being a reseller of health products and herbal remedies, management realized that the business did not present the best opportunity for our company to realize value for our shareholders. Accordingly, we abandoned our previous business plan and focused on the identification of suitable businesses with which to enter into a business opportunity or business combination.

On February 1, 2007, we entered into an asset purchase agreement dated February 1, 2007 with Christian Petzelt. The asset purchase agreement contemplated our company acquiring certain intellectual property pertaining to cancer treatments, specifically protein molecules, for potential applications in treating various cancers in exchange for the issuance by our company of 21,000,000 shares of our common stock on a post six point two (6.2) for one forward basis. The closing of the transactions contemplated in the asset purchase agreement and the acquisition of such intellectual property occurred on February 15, 2007. In connection with the closing of the asset purchase agreement, we cancelled 53,320,000 post-split shares of our common stock held by Chester Ku, the former president, secretary, treasurer and a director of our company, and Bianca Knop, the former vice president and a director of our company, and issued 500,000 post-split shares of our common stock pursuant to the closing of a private placement. As at the

closing date, Christian Petzelt held approximately 53.9% of the issued and outstanding shares of common stock of our company.

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

Other than as set out herein, we have not been involved in any bankruptcy, receivership or similar proceedings, nor have we been a party to any material reclassification, merger, consolidation or purchase or sale of a significant amount of assets not in the ordinary course of our business.

As of the closing date of the asset purchase agreement on February 15, 2007, our company commenced the business of developing a novel therapeutic, recombinant protein called “Cyplasin”. The name of “Cyplasin” was coined by Professor Christian Petzelt, our company’s Chief Scientific Officer, to signify the proteins high cytotoxic potency, which was originally isolated from a marine organism known as Aplysia punctata (commonly called a “sea hare”). Professor Petzelt discovered the cyplasin protein’s selective cytotoxic effects for cancer cells in 1997 and received a US patent – number 6,171,818 - on January 9, 2001 relating to a protein having anti-tumor activity, while having a DNA encoding for the same, plus having a process for the preparation of the same with application of methods for treating malignancies such as cancers with the same. On April 10, 2007, we entered in an asset purchase agreement with Bioxen Ltd., whereby we acquired a second Cyplasin patent describing a protein having anti tumor effect. We intend to further research and develop this technology.

Using our newly obtained Intellectual Property (IP) patented approach we plan to apply our technology to improve the treatment profile of skin cancer and melanoma patients via a topical application by microinjection. This first in our family of cyplasin protein products is to be known as “Cyplasin-SC”, which once commercialized is expected to allow us to open new markets and disease applications with other forms of cancer. Our business strategy is to generate revenues through developing and licensing our technologies through partnerships with biotechnology and pharmaceutical companies while pursuing the development of our own products for unmet medical needs.

Subsequent research into the cyplasin protein structure has allowed us to manufacture the protein in the laboratory and develop a procedures for the scale up in large-scale manufacturing processes as the discovery is commercialized. Patents have been filed for these various processes and some have been issued in various jurisdictions we anticipate these to be issued in other pending countries in the future. It is our intention to continue to create a strong patent or IP portfolio as we move along with the further development of the protein for our current and future applications.

We have secured the required funding to initiate our preclinical program for Cyplasin-SC™. In addition, our company has also attracted or put into place the required management, board members and scientific advisory members that are the other success components for the overall development of the products within our company. Prior to the asset being vended into our company there has been spent approximately $1.8 million on research and development related activities. These expenditures allowed for the development of the protein molecule from the discovery and proof of concept stage. Cyplasin Biomedical Inc. (the Company) intends to further develop the protein forward into preclinical development stages and then into subsequent human clinical trial development.

Cyplasin-SC™ is currently in early preclinical development for application for skin cancer and melanoma. The finished product is to be delivered via a topical microinjection to the tumor mass. Current studies suggest Cyplasin-SC™ will either cause the death of the whole tumor, or, if used in tandem with current surgical procedures, will kill any remaining cancer cells which might metastasize or spread to other parts of the body via the blood circulation system, after the tumor has been removed by conventional surgery.

		Three Months Ended
		October 31
		2008			2007
Revenue	$	Nil		$	Nil
Operating Expenses	$	120,650		$	219,348
Net Loss	$	(120,650	)	$	(219,348	)

Our operating expenses for the three month periods ended October 31, 2008 and 2007 are outlined in the table below:

		Three Months Ended
				October 31
		2008		2007
Consulting	$	Nil	$	66,224
General and administrative	$	42,478	$	54,647
Research and development	$	53,949	$	85,430
Management fees	$	22,237	$	Nil
Travel	$	1,986	$	13,047

Operating expenses for the three months ended October 31, 2008, decreased by 45.00% as compared to the comparative period in 2007 primarily as a result of a decrease in consulting fees, a decrease in general and administrative expenses, a decrease in research and development fees and a decrease in travel expenses.

		Nine Months Ended
		October 31
		2008			2007
Revenue	$	Nil		$	Nil
Operating Expenses	$	478,615		$	532,998
Net Loss	$	(478,615	)	$	(595,667	)

Our operating expenses for the nine month periods ended October 31, 2008 and 2007 are outlined in the table below:

		Nine Months Ended
		October 31
		2008		2007
Consulting	$	Nil	$	177,848
General and administrative	$	191,346	$	131,241
Research and development	$	211,717	$	200,630
Management fees	$	69,892	$	Nil
Travel	$	5,660	$	23,279

Operating expenses for the nine months ended October 31, 2008, decreased by 10.20% as compared to the comparative period in 2007 primarily as a result of a decrease in consulting fees and a decrease in travel expenses.

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

On March 31, 2007 our board of directors approved our 2007 stock option plan. Under the 2007 stock option plan, options may be granted only to our directors, officers, employees and consultants as determined by our board of directors. Pursuant to the Plan, we reserved for issuance 3,000,000 shares of our common stock. As at October 31, 2008, there were 2,110,000 shares of our common stock still available for future grant under the plan.

Working Capital
		At October		At January	Percentage
		31, 2008		31, 2008	Increase/Decrease
Current Assets	$	97,627	$	466,101	(79.05)%
Current Liabilities	$	49,885	$	36,700	35.93%
Working Capital	$	47,742	$	429,401	(88.88)%

Cash Flows
		At October			At October
		31, 2008			31, 2007
Net Cash Used in Continuing Operations	$	(349,222	)	$	(658,374	)
Net Cash Provided by (Used in) Operating Activities	$	(349,222	)	$	(712,881	)
Net Cash Provided by (Used In) Investing Activities	$	Nil		$	(2,013	)
Net Cash Provided by Financing Activities	$	Nil		$	1,100,000
Effect of Exchange Rate Changes	$	(18,585	)	$	131,871
Increase In Cash During The Period	$	(367,807	)	$	516,978

As of October 31, 2008, our company had working capital of $47,742. We estimate our operating expenses and working capital requirements for the next twelve month period to be as follows:

Estimated Expenses for the Next Twelve Month Period
General and Administrative	$	125,000
Total	$	125,000

We plan to raise additional capital required to meet immediate short-term needs and to meet the balance of our estimated funding requirements for the twelve months, primarily through the private placement of our securities.

We are not aware of any known trends, demands, commitments, events or uncertainties that will result in or that are reasonably likely to result in our liquidity increasing or decreasing in any material way.

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

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

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

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

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

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

Our company’s functional currency is the Canadian dollar. The financial statements of our company are translated to United States dollar equivalents in accordance with SFAS No. 52, “Foreign Currency Translation”. Monetary assets and liabilities denominated in foreign currencies are translated into United States dollar equivalents at rates of exchange in effect at the balance sheet date. Average rates for the year are used to translate revenues and expenses.

The cumulative translation adjustment is reported as a separate component of accumulated other comprehensive income, whereas gains and losses arising from foreign currency translations are included in results of operations.

We have adopted SFAS No. 123(R), “Share-Based Payment,” which requires the compensation cost related to share-based payments, such as stock options and employee stock purchase plans, be recognized in the financial statements based on the grant-date fair value of the award.

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

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and that

such information is accumulated and communicated to our management, including our president (also our principal executive officer, principal financial officer and principal accounting officer) to allow for timely decisions regarding required disclosure.

As of October 31, 2008, management assessed the effectiveness of our company's internal control over financial reporting based on the criteria for effective internal control over financial reporting established in Internal Control--Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") and SEC guidance on conducting such assessments. Based on that evaluation, management concluded that, during the period covered by this report, such internal controls and procedures were not effective to detect the inappropriate application of US GAAP rules as more fully described below. This was due to some deficiencies that existed in the design or operation of our internal control over financial reporting that adversely affected our internal controls and that may be considered to be material weaknesses. Management believes however that while some deficiencies may exist and is in process of correcting such that in the last quarter financial statement disclosure and reporting controls were effective.

The matters involving internal controls and procedures that our company's management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (1) inadequate segregation of duties consistent with control objectives; and (2) ineffective controls over period end financial disclosure and reporting processes. The aforementioned material weaknesses were identified by our chief executive officer and chief financial officer in connection with the audit of our financial statements as of January 31, 2008 and communicated the matters to our management.

Management believes that the material weaknesses set forth in items (1), and (2) above did not have an affect on our company's financial results.

We are committed to improving our financial organization. As part of this commitment, as soon as resources permit, we will create a position to segregate duties consistent with control objectives and will increase our personnel resources and technical accounting expertise within the accounting function when the activity level in our company increase to justifying have such positions. We will also be preparing and implementing sufficient written policies and checklists which will set forth procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements.

Management believes that preparing and implementing sufficient written policies and checklists will remedy these material weaknesses Further, management believes the hiring of additional personnel who have the technical expertise and knowledge will result in proper segregation of duties and provide more checks and balances within the department. Additional personnel will also provide the cross training needed to support our company if personnel turn over issues within the department occur. This will greatly decrease any control and procedure issues the company may encounter in the future.

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

Much of the information included in this quarterly report includes or is based upon estimates, projections or other "forward looking statements". Such forward looking statements include any projections or estimates made by us and our management in connection with our business operations. While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein.

Such estimates, projections or other "forward looking statements" involve various risks and uncertainties as outlined below. We caution the reader that important factors in some cases have affected and, in the future, could materially affect actual results and cause actual results to differ materially from the results expressed in any such estimates, projections or other "forward looking statements".

Our common shares are considered speculative during the development of our new business operations. Prospective investors should consider carefully the risk factors set out below.

We have had negative cash flows from operations since inception. We will require significant additional financing, the availability of which cannot be assured, and if our company is unable to obtain such financing, our business may fail.

To date, we have had negative cash flows from operations and have depended on sales of our equity securities and debt financing to meet our cash requirements. Our ability to develop and, if warranted, commercialize our technologies, will be dependent upon our ability to raise significant additional financing. If we are unable to obtain such financing, we will not be able to fully develop our business. Specifically, we will need to raise additional funds to:

We may not be able to obtain additional equity or debt financing on acceptable terms as required. Even if financing is available, it may not be available on terms that are favourable to us or in sufficient amounts to satisfy our requirements. If we require, but are unable to obtain, additional financing in the future, we may be unable to implement our business plan and our growth strategies, respond to changing business or economic conditions, withstand adverse operating results and compete effectively. More importantly, if we are unable to raise further financing when required, we may be forced to scale down our operations and our ability to generate revenues may be negatively affected.

We have a history of losses and nominal operating results, which raise substantial doubt about our ability to continue as a going concern.

Since inception through October 31, 2008, we have a net loss of $1,334,995. We can offer no assurance that we will operate profitably or that we will generate positive cash flow in the future. In addition, our operating results in the future may be subject to significant fluctuations due to many factors not within our control, such as the level of competition and general economic conditions.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Our business is subject to comprehensive government regulation and any change in such regulation may have a material adverse effect on our company.

There is no assurance that the laws, regulations, policies or current administrative practices of any government body, organization or regulatory agency in the United States or any other jurisdiction, will not be changed, applied or interpreted in a manner which will fundamentally alter the ability of our company to carry on our business. The actions, policies or regulations, or changes thereto, of any government body or regulatory agency, or other special interest groups, may have a detrimental effect on our company. Any or all of these situations may have a negative impact on our operations.

A decline in the price of our common stock could affect our ability to raise further working capital and adversely impact our ability to continue operations.

A prolonged decline in the price of our common stock could result in a reduction in the liquidity of our common stock and a reduction in our ability to raise capital. Because a significant portion of our operations has been and will be financed through the sale of equity securities, a decline in the price of our common stock could be especially detrimental to our liquidity and our operations. Such reductions may force us to reallocate funds from other planned uses and may have a significant negative effect on our business plans and operations, including our ability to

develop new products and continue our current operations. If our stock price declines, we can offer no assurance that we will be able to raise additional capital or generate funds from operations sufficient to meet our obligations. If we are unable to raise sufficient capital in the future, we may not be able to have the resources to continue our normal operations.

The market price for our common stock may also be affected by our ability to meet or exceed expectations of analysts or investors. Any failure to meet these expectations, even if minor, may have a material adverse effect on the market price of our common stock.

If we issue additional shares in the future, it will result in the dilution of our existing shareholders.

Our certificate of incorporation authorizes the issuance of up to 465,000,000 shares of common stock. Our board of directors may choose to issue some or all of such shares to acquire one or more businesses or to provide additional financing in the future. The issuance of any such shares will result in a reduction of the book value and market price of the outstanding shares of our common stock. If we issue any such additional shares, such issuance will cause a reduction in the proportionate ownership and voting power of all current shareholders. Further, such issuance may result in a change of control of our corporation.

Trading of our stock may be restricted by the Securities Exchange Commission's penny stock regulations, which may limit a stockholder's ability to buy and sell our stock.

The Securities and Exchange Commission has adopted regulations which generally define "penny stock" to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and "accredited investors". The term "accredited investor" refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the Securities and Exchange Commission, which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer's account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer's confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in and limit the marketability of our common stock.

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

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

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

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

On October 1, 2008, Christian Petzelt resigned as chief scientific officer and as a director and Geoffrey Galley resigned as a director of our company

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

Nevada	47-0930829
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

9650 – 20 Avenue, Edmonton, Alberta, Canada	T6N 1G1
(Address of principal executive offices)	(Zip Code)

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

	Index

Consolidated Balance Sheets	F–1
Consolidated Statements of Operations	F–2
Consolidated Statements of Cash Flows	F–3
Notes to the Consolidated Financial Statements	F–4

	October 31,		January 31,
	2008		2008
ASSETS	$		$
	(Unaudited)		(Audited)

Current Assets
Cash	69,707		437,514
Receivables	12,150		11,984
Prepaids	15,770		16,603
Total Current Assets	97,627		466,101
Equipment, net	1,337		1,747
Patent	101		101
Total Assets	99,065		467,949

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Accounts payable and accrued liabilities	49,885		36,700
Total Current Liabilities	49,885		36,700

Contingency (Note 1)

Stockholders’ Equity
Common stock
Authorized: 465,000,000 shares, par value $0.001
Issued and outstanding: 39,584,000 shares (January 31, 2008 –
39,584,000)	39,584		39,584
Additional paid-in capital	1,347,280		1,232,149
Accumulated other comprehensive income	51,586		70,171
Deficit	(54,275	)	(54,275	)
Deficit accumulated during the development stage	(1,334,995	)	(856,380	)
Total Stockholders’ Equity	49,180		431,249
Total Liabilities and Stockholders’ Equity	99,065		467,949

	Accumulated From
	February 15, 2007
	(Date of reporting as		Nine		Nine
	a development stage		Months		Months
	company) To		Ended		Ended
	October 31,		October 31,		October 31,
	2008		2008		2007
	$		$		$

Cash Flows From Operating Activities
Net loss	(1,334,995	)	(478,615	)	(595,667	)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Depreciation	575		410		110
Stock-based compensation	230,262		115,131		–
Changes in operating assets and liabilities:
Receivables	(12,150	)	(166	)	(11,966	)
Prepaid expenses	(15,770	)	833		(40,135	)
Inventory	–		–		12,050
Accounts payable and accrued liabilities	49,885		13,185		1,290
Income taxes payable	–		–		1,318
Due to related party	–		–		(25,374	)
Net Cash Used in Continuing Operations	(1,082,193	)	(349,222	)	(658,374	)
Discontinued operations	–		–		(54,507	)
Net Cash Used in Operating Activities	(1,082,193	)	(349,222	)	(712,881	)
Cash Flows From Investing Activities
Acquisition of equipment	(1,912	)	–		(1,912	)
Acquisition of patent	(100	)	–		(101	)
Net Cash Used in Investing Activities	(2,012	)	–		(2,013	)
Cash Flows From Financing Activities
Issuance of common stock	1,100,000		–		1,100,001
Net Cash Provided By Financing Activities	1,100,000		–		1,100,001
Effect of Exchange Rate Changes	53,912		(18,585	)	131,871
Change in Cash	69,707		(367,807	)	516,978
Cash– Beginning	–		437,514		149,159
Cash– Ending	69,707		69,707		666,137

Supplemental Disclosures
Interest paid	–		–		–
Income taxes paid	–		–		–

	Accumulated
	From
	February 15, 2007
	(Date of reporting
	as a development		Nine		Nine		Three		Three
	stage company)		Months		Months		Months		Months
	to		Ended		Ended		Ended		Ended
	October 31,		October 31,		October 31,		October 31,		October 31,
	2008		2008		2007		2008		2007
	$		$		$		$		$


Operating Expenses

Consulting	–		–		177,848		–		66,224
General and administrative	446,353		191,346		131,241		42,478		54,647
Management fees	141,249		69,892		–		22,237		–
Research and development	741,733		211,717		200,630		53,949		85,430
Travel	5,660		5,660		23,279		1,986		13,047

Net Loss Before Discontinued Operations	(1,334,995	)	(478,615	)	(532,998	)	(120,650	)	(219,348	)

Discontinued operations	–		–		(62,669	)	–		–
Net Loss	(1,334,995	)	(478,615	)	(595,667	)	(120,650	)	(219,348	)


Loss Per Share – Basic and Diluted			(0.01	)	(0.02	)	(0.00	)	(0.01	)


Weighted Average Shares Outstanding –
Basic and Diluted			39,584,000		32,904,822		39,584,000		39,584,000

1.	Going Concern

	The Company is in the development stage and has not yet realized any revenues from its planned operations. Previously, it had generated or sustained significant revenues. These financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company is unlikely to pay dividends or generate significant earnings in the immediate or foreseeable future. The continuation of the Company as a going concern and the ability of the Company to emerge from the development stage are dependent upon its successful efforts to raise additional equity financing to continue operations and generate sustainable significant revenue. There is no guarantee that the Company will be able to raise adequate equity financings or generate profitable operations. These financial statements do not include any adjustment to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern.

	Unaudited Interim Financial Statements

	The accompanying unaudited consolidated interim financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“US GAAP”) for interim financial information and with the instructions to Form 10-Q. They may not include all information and footnotes required by US GAAP for complete financial statements. The consolidated interim unaudited financial statements should be read in conjunction with those financial statements included in the Form 10-KSB as at January 31, 2008. In the opinion of Management, all adjustments considered necessary for a fair presentation, consisting solely of normal recurring adjustments, have been made. Operating results for the period ended October 31, 2008, are not necessarily indicative of the results that may be expected for the year ending January 31, 2009.

2.	Stock Options

	The following are the assumptions used for the Black-Scholes option pricings model to record the fair value of the stock options:

	(a)	The Company calculated expected volatility for stock options and awards using historical volatility.
	(b)	The Company used a 0% forfeiture rate and the Company does not consider forfeitures to be material.
	(c)	The Company has not, and does not intend to, issue dividends, therefore, the dividend yield assumption is 0%.
	(d)	The expected term of the options is based on the simplified method, as allowed under the SAB No. 107 “Share Based Payment” and SAB No. 110. The simplified method assumes the option will be exercised midway between the vesting date and the contractual term of the option. The Company is able to use the simplified method, as the options quality as “plain vanilla” options as defined by SAB No. 107.
	(e)	The risk-free rate for the expected term of the stock options is based on the U.S. Treasury yield curve in effect at the time of grant.

Exhibit
Number	Description
3.1(2)	Articles of Incorporation
3.2(1)	Bylaws
10.1(3)	Asset Purchase Agreement dated February 1, 2007 with Christian Petzelt
10.2(4)	Asset Purchase Agreement dated April 10, 2007 with Bioxen Ltd.
10.3(5)	Consulting Agreement dated February 15, 2007 with Christian Petzelt
10.4(5)	Consulting Agreement dated February 15, 2007 with Bioxen Ltd.
10.5(5)	Consulting Agreement dated February 15, 2007 with Garth Likes
10.7(6)	Form of Stock Option Agreement
31.1*	Certification of Principal Executive Officer and Principal Financial Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

(1)	Incorporated by reference from our Registration Statement on Form SB-2 filed on May 5, 2005
(2)	Incorporated by reference from our Registration Statement on Form SB-2/a filed on July 29, 2005
(3)	Incorporated by reference from our Form 8-K Current Report filed on February 5, 2007
(4)	Incorporated by reference from our Form 8-K Current Report filed on April 13, 2007
(5)	Incorporated by reference from our Form 10-KSB filed on May 1, 2007
(6)	Incorporated by reference from our Form 8-K Current Report filed on July 3, 2007

	CYPLASIN BIOMEDICAL LTD.
	(Registrant)


Dated: December 15, 2008	/s/ Garth Likes
	Garth Likes
	President, Chief Executive Officer and Director
	(Principal Executive Officer, Principal Financial
	Officer and Principal Accounting Officer)