UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

Amendment No. 1

(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 29, 2008

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,

(F/N/A GRAND MOTION, INC.)

(Exact Name of Small Business Issuer as Specified in its Charter)

Nevada

(State or other jurisdiction of incorporation or organization)

75-3255895

(I.R.S. Employer ID No.)

c/o State Agent and Transfer Syndicate, Inc.,

112 North Curry Street, Carson City, NV

(Address of principal executive offices)

89703

(Zip code)

Issuer's telephone number: (775) 882-1013

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. Yes [X] No [ ] Yes [X] No [ ]

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 6, 2008, 26,040,000 shares of the Registrant's Common Stock were issued and outstanding.

Transitional Small Business Disclosure Format: Yes [ ] No [X]

GRAND MOTION, INC.

FINANCIAL INFORMATION

Item 1. Financial Statements

PAGE

FINANCIAL STATEMENTS

Balance Sheet as of February 29, 2008 and November 30, 2007 (unaudited)

F1

Statement of Operations for the Three Months Ended February 29, 2008 and

July 7, 2006 (Inception) through February 29, 2008 and February 28, 2007

(unaudited)
F2

Statement of Stockholders’ Deficit as of February 29, 2008 (unaudited)

F3

Statement of Cash Flows for the Three Months Ended February 29, 2008 and

July 7, 2006 (Inception) through February 29, 2008 and February 28, 2007

(unaudited)
F4

NOTES TO FINANCIAL STATEMENTS

F5 – F7

GRAND MOTION INC.

(A Development Stage Company)

Consolidated Balance Sheet

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

F1

GRAND MOTION INC.

(A Development Stage Company)

Consolidated Statement of Operations

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

F2

GRAND MOTION INC.

(A Development Stage Company)

Consolidated Statement of Stockholders’ Deficit

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

F3

GRAND MOTION INC.

(A Development Stage Company)

Consolidated Statement of Cash Flows

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

F4

GRAND MOTION INC.

(A Development Stage Company)

Notes to the Interim Financial Statements

Note 1 Nature and Continuance of Operations

Organization

The Company was incorporated in the State of Nevada on July 7, 2006, and its fiscal year end is November 30. The Company had obtained a license to market, distribute or re-sell specialty tours, airline tickets and charter flights provided by a private company, in the United States and Canada but have discontinued this business segment during the first quarter of 2008 and intend to pursue a variety of consulting and joint venture opportunities in the People’s Republic of China (“PRC”) in the food processing and alternative fuel manufacturing industries. The Company currently proposes to develop such projects using for each, one of two business models. In the first model, the Company proposes to consult to and operate the business of various companies in PRC. In the second model, the Company proposes to attempt to enter into joint ventures with other companies in PRC, whereby it is currently contemplated that any such company would contribute their assets to a joint venture and the Company would perform (and/or arrange for) all of the development activities and obtain all required funding necessary to develop and enhance the partner’s current business.

Going Concern

The Company commenced operations on July 7, 2006 and has not realized any revenues since inception. The Company has a deficit accumulated to February 29, 2008 in the amount of $66,509. 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 the issuance of 14,040,000 shares of capital stock for proceeds of $36,730 and loans and one of our former directors have forgiven cash advances of $29,666. Management plans to raise additional funds through issuance of additional capital stock and further loans from directors.

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-QSB of Regulation S-B. 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, 2007 included in the Company's Form 10-KSB/A 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-KSB/A. 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

F5

GRAND MOTION INC.

(A Development Stage Company)

Notes to the Interim Financial Statements

months ended February 29, 2008 are not necessarily indicative of the results that may be expected for the year ending November 30, 2008.

Note 2 Distributor rights

Pursuant to a Marketing and Agency Agreement (the "Agreement") dated November 20, 2006, the Company acquired from a private company rights for distribution or re-sell specialty tours, airline tickets and charter flights provided by a private company (the "Products") in the United States of America and Canada for the following consideration:

- Cash payment of $1,000 upon signing of the Agreement;

- The Company incurring web sites development expenses up to $10,000 by February 28, 2007;

- The Company incurring minimum marketing expenses of $50,000 USD over the initial two year term of the Agreement.

The Company will be paid commission on a quarterly basis at the rate of 5.0% of gross sales resulting from the sale of the Products by the private company.

As at August 31, 2007, The Company paid $1,000 upon signing the Agreement and incurred $8,500 in website development costs.

As at November 30, 2007, the Company paid $1,000 upon signing the Agreement and incurred $8,500 in website development costs. As at November 30, 2007, the Company wrote off distributor rights of $1,000.

Note 3 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 hundred of one cent ($0.0001) per share and no other class of shares is authorized.

During the period from July 7, 2006 (inception) to February 29, 2008, the Company issued 8,000,000 shares of common stock to its director for total proceeds of $400. During the nine months ended August 31, 2007, the Company issued 6,040,000 shares of common stock at $0.015 per share for total proceeds of $36,730

As of February 29, 2008, the Company has not granted any stock options and has not recorded any stock-based compensation.

F6

GRAND MOTION INC.

(A Development Stage Company)

Notes to the Interim Financial Statements

Note 4 Subsequent Events

On March 18, 2008, in a transaction exempt from registration, the Company sold an aggregate of 12,000,000 shares of its Common Stock, $0.0001 par value, at a price of $0.001 per share, for total consideration of $6,000 to Bluemark Inc., the Company’s largest shareholder. Xinjun Wang, a director of the Company, owns beneficially 54.70% of Bluemark Inc. and is the sole director and officer of Bluemark Inc. No underwriter was involved in the transaction.

Effective April 2, 2008, the Company forward split its common shares on a two (2) for one (1) basis. All per share information in the accompanying financial statement has been adjusted to reflect the forward split in accordance with SAB Topic 4c.

Note 5 Related Party Transactions

During the quarter ended February 29, 2008, the former President and Director of the Company provided $7,888 new loans to the Company.

The former President and Director of the Company also forgave $29,666 worth of loans and payables owing to her. In addition, as partial loan repayment the Company paid down loans by assigning $1,326 worth of property to her. As of February 29, 2008, no amounts are owned to the former officer and director.

On March 18, 2008, in a transaction exempt from registration, the Company sold an aggregate of 12,000,000 shares of its Common Stock, $0.0001 par value, at a price of $0.001 per share, for total consideration of $6,000 to Bluemark Inc. Xinjun Wang, a director of the Company, beneficially owns 54.70% of Bluemark Inc. and is the sole director and officer of Bluemark Inc. Mr. Wang is a PRC citizen and resides in the PRC.

F7

Forward-Looking Statements

This Form 10-QSB 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.

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, it 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 and the ability to successfully complete financing.

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

Plan of Operation

We have discontinued our marketing of specialty tours, spa packages and wellness-oriented vacations in Europe and Asia to the United States market. Our current plan of operations is to pursue a variety of consulting and joint venture opportunities in the People’s Republic of China (“PRC”) in the food processing and alternative fuel manufacturing industries over the next 12 months. The Company currently proposed to develop such projects using for each, one of two business models. In the first model, we propose to consult to and operate the business of various companies in PRC. In the second model, the Company proposes to attempt to enter into joint ventures with other companies in PRC, whereby it is currently contemplated that any such company would contribute their assets to a joint venture and we will perform (and/or arrange for) all of the development activities and obtain all required funding necessary to develop and enhance the partner’s current business.

Overall, during the next 12 months, we can not predict accurately the amount of capital that we will need to accomplish our plan of operations. The amount of capital needed will vary depending on the business model approach that we undertake as described above. If during the next 12 months, we are unsuccessful in effectuating our plan of operations as described above, we expect to incur total expenditures of at least $25,000. In this regard and during such period; we anticipate spending $20,000 on professional fees attributable to fulfilling our reporting obligations under the federals securities laws and $5,000 on general administrative costs and expenditures associated with complying with reporting obligations. We anticipate that additional funding will be required in the form of equity financing from the sale of our common stock. However, we cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock to fund our marketing plan and operations. We believe that debt financing will not be an alternative for funding the marketing plan. We do not have any arrangements in place for any future equity financing. If we are required to raise additional funds, substantial dilution may result to existing shareholders. Our auditor’s have raised substantial doubt concerning our ability to continue as a going concern. Please see our audited financial statements contained in our Form 10-KSB/A for the period ended November 30, 2007.

Results of Operations Three Months Ended February 29, 2008

We did not earn any revenues during the period three months ending February 29, 2008. During the period ended February 29, 2008, we incurred operating expenses in the amount of $7,206. These operating expenses were comprised of accounting and audit fees of $6,500, bank charges and interest expense of $20, rent of $386, and transfer agent fees of $300.

As at February 29, 2008, we had no assets and total liabilities of $113.

During the period ended February 29, 2008, our former President and Director provided $7,888 in new loans to us. As a partial loan repayment, we paid down loans by assigning $1,326 worth of property to her.

As of February 29, 2008, this former President and Director also forgave $29,666 worth of loans and payables owing to her.

On March 18, 2008, in a transaction exempt from registration, we sold to Bluemark, Inc. (“Bluemark”) an aggregate of 12,000,000 shares of our common stock, at a price of $0.001 per share, for total consideration of $6,000. Bluemark is our largest shareholder. Xinjun Wang, our sole director, owns beneficially 54.70% of Bluemark Inc. and is the sole director and officer of Bluemark Inc. Please refer to our Form 8-K, filed with the SEC on April 10, 2008 for a more complete description of the transaction.

Effective April 2, 2008, we forward split the common shares on a two (2) for one (1) basis. All per share information in this Form 10-QSB and the accompanying financial statement has been adjusted to reflect the forward split in accordance with SAB Topic 4c.

We have not generated any revenue since inception and are dependent upon obtaining financing to pursue marketing and distribution activities. For these reasons, our auditors believe that there is substantial doubt that we will be able to continue as a going concern.

Critical Accounting Policies

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

Revenue Recognition

We recognize revenue when all of the following criteria have been met: persuasive evidence for an arrangement exists; delivery has occurred; the commission is fixed or determinable; and collection is reasonably assured. The commission representing 5.0% of the private company's gross sales is recognized as income over the term of the contract with this private company. The amount of the commission is determined based on the quarterly sales reports of the private company. The private company recognizes the sale of its product during the reporting period when the company received the payment and the product was delivered to the customer's delivery site prior to the period end.

Item 3 Controls and Procedures

Evaluation of Disclosure Controls

We evaluated the effectiveness of our disclosure controls and procedures as of April 1, 2008. This evaluation was conducted by Jim Akrivos, our president and our principal accounting officer.

Disclosure controls are controls and other procedures that are designed to ensure that information that we are required to disclose in the reports we file pursuant to the Securities Exchange Act of 1934 is recorded, processed, summarized and reported.

Limitations on the Effective of Controls

Our management does not expect that our disclosure controls or our internal controls over financial reporting will prevent all error and fraud. A control system, no matter how well conceived and operated, can provide only reasonable, but no absolute, assurance that the objectives of a control system are met. Further, any control system reflects limitations on resources, and the benefits of a control system must be considered relative to its costs. These limitations also include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of a control. A design of a control system is also based upon certain assumptions about potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and may not be detected.

Conclusions

Based upon their evaluation of our controls, Jim Akrivos our president and principal accounting officer, has concluded that, subject to the limitations noted above, the disclosure controls are effective providing reasonable assurance that material information relating to us is made known to management on a timely basis during the period when our reports are being prepared. There were no changes in our internal controls that occurred during the quarter covered by this report that have materially affected, or are reasonably likely to materially affect our internal controls.

OTHER INFORMATION

Item 1. Legal Proceedings

None

Item 2. Changes in Securities

None.

Item 3. Defaults Upon Senior Securities

None.

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

None.

Item 5. Other Information

(a)

There was no information we were required to disclose in a report on Form 8-K during the first quarter of our fiscal year ended February 29, 2008, or subsequent period through the date hereof, which was not so reported, except as follows:

Effective April 2, 2008, we forward split the common shares on a two (2) for one (1) basis.

(b)

Our board of directors has not established an audit committee or a nominating committee. In addition, we do not have any other compensation, executive or similar committees. We will not, in all likelihood, establish an audit or a nominating committee until such time as the Company generates a positive cash flow of which there can be no assurance. We recognize that an audit committee, when established, will play a critical role in financial reporting system by overseeing and monitoring management's and the independent auditors' participation in the financial reporting process. At such time as we establish an audit committee, its additional disclosures with our auditors and management may promote investor confidence in the integrity of the financial reporting process.

Until such time as an audit committee has been established, the full board of directors will undertake those tasks normally associated with an audit committee to include, but not by way of limitation, the (i) review and discussion of the audited financial statements with management, and (ii) discussions with the independent auditors the matters required to be discussed by the Statement On Auditing Standards No. 61 and No. 90, as may be modified or supplemented.

We have not adopted a code of ethics that applies to our principal executive officer, principal financial officer, principal accounting officer and persons performing similar functions.

Item 6. Exhibits and Report on Form 8-K

(a)

Reports on Form 8-K

See Form 8-K’s referenced in Item 5 above.

(b)
Exhibits:

Exhibit Number Exhibit Title

31.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

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 (f/n/a Grand Motion, Inc.)

/s/ Mislav Pavelic

---------------------------

Mislav Pavelic

President, and Principal Financial and Accounting Officer

Dated: January 14, 2014