UNITED STATES SECURITIES AND EXCHANGE
COMMISSIONWashington, D.C. 20549   FORM 10-Q   Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the quarterly period ended September 30,
2010. Transition Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 for the transition period from _____ to
_____. Commission File Number: 000-52238 CELLCYTE GENETICS CORPORATION (Exact
name of registrant as specified in its charter)  Nevada

86-1127046(State or other jurisdiction of incorporation or
organization)

(I.R.S. Employer Identification No.)14205 SE 36th Street, Suite 100Bellevue,
Washington

98006(Address of principal executive offices)

(Zip Code)(425) 519-3755(Registrants telephone number, including are code) Indicate by checkmark 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     No Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation
S-T (§232.405 of this chapter) during the preceding 12 months (or for such
shorter period that the registrant was required to submit and post such files).
 Yes  [  ]   No [x]  (Not Required by smaller
reporting companies.) Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company.  See the definitions of large accelerated filer,
accelerated filer, and smaller reporting company in Rule 12b-2 of the
Exchange Act. Large
accelerated filer Accelerated
filer Non-accelerated filer  (Do not check if a smaller reporting
company) 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 Indicate the number of shares outstanding of each of the issuers
classes of common equity, as of the latest practicable date.
  74,556,405 shares of common stock outstanding as of November
19, 2010.  - - 2 - -      CELLCYTE GENETICS CORPORATION  Quarterly Report On Form 10-Q For
The Quarterly Period Ended September 30, 2010 FORWARD-LOOKING STATEMENTS This Form 10-Q for the quarterly period ended September 30, 2010
contains forward-looking statements that involve risks and uncertainties.
 Forward-looking statements in this document include, among others,
statements regarding our capital needs, business plans and expectations.
 Such forward-looking statements involve assumptions, risks and
uncertainties regarding, among others, the success of our business plan,
availability of funds, government regulations, operating costs, our ability to
achieve significant revenues, our business model and other factors.  Any
statements contained herein that are not statements of historical fact may be
deemed to be forward-looking statements.  In some cases, you can identify
forward-looking statements by terminology such as may, will, should,
expect, plan, intend, anticipate, believe, estimate, predict,
potential or continue, the negative of such terms or other comparable
terminology.  In evaluating these statements, you should consider various
factors, including the assumptions, risks and uncertainties set forth in our
Annual Report on Form 10-K for the year ended December 31, 2009 and other
reports and documents we have filed with or furnished to the Securities and
Exchange Commission.  These factors or any of them may cause our actual
results to differ materially from any forward-looking statement made in this
document.  While these forward-looking statements, and any assumptions upon
which they are based, are made in good faith and reflect our current judgment
regarding future events, our actual results will likely vary, sometimes
materially, from any estimates, predictions, projections, assumptions or other
future performance suggested herein.  The forward-looking statements in
this document are made as of the date of this document and we do not intend or
undertake to update any of the forward-looking statements to conform these
statements to actual results, except as required by applicable law, including
the securities laws of the United States. __________     - 2 -      PART I  FINANCIAL INFORMATION  Item
1. Financial
Statements The following unaudited interim consolidated financial statements
of CellCyte Genetics Corporation are included in this Quarterly Report on Form
10-Q: Description
PageInterim Consolidated Balance Sheets as of September 30, 2010
and December 31, 2009:
3Interim Consolidated Statements of Operations for the Three
Months and Nine Months ended September 30, 2010 and 2009 and for the
period from January 4, 2005 (Date of Inception) to September 30,
2010:
4Interim Consolidated Statements of Cash Flows for the Nine
Months ended September 30, 2010 and 2009 and for the period from
January 4, 2005 (Date of Inception) to September 30, 2010:
5Condensed Notes to Interim Consolidated Financial
Statements:
6 __________   - 3 -


CELLCYTE
GENETICS CORPORATION(a
Development Stage Company)CONSOLIDATED
BALANCE SHEETSSeptember 30,

December 31,2010

2009(Unaudited)ASSETSCURRENT
ASSETSCash and cash
equivalents
$
-

$
7,301Other
receivables

-


25,900Prepaid expenses
and deposits

17,500


6,875Total Current
Assets

17,500


40,076OTHER
ASSETSFurniture and
equipment, net of depreciation and impairment

63,347


137,787Intellectual
property, net of amortization and impairment

33,104


38,732Total Other
Assets

96,451


176,519TOTAL
ASSETS
$
113,951

$
216,595LIABILITIES
AND STOCKHOLDERS' DEFICITCURRENT
LIABILITIESAccounts
payable
$
647,445

$
644,666Accrued
expenses

85,598


19,277Due to related
parties

142,408


140,704Note payable -
current portion

37,392


29,848Total Current
Liabilities

912,843


834,495LONG TERM
LIABILITIESConvertible
notes - related party

57,602


22,000Note payable -
long term portion

232,256


232,256Total Long Term
Liabilities

289,858


254,256COMMITMENTS AND
CONTINGENCIES

-


-STOCKHOLDERS'
DEFICITCommon stock,
$0.001 par value; 525,000,000 shares authorized,74,556,405 and
71,081,307 shares issued and outstanding, respectively

74,556


71,081Additional paid
in capital

11,448,158


10,956,070Common stock
purchase warrants

49,154


49,154Deficit
accumulated during development stage

(12,660,618)


(11,948,461)Total
Stockholders' Deficit

(1,088,750)


(872,156)TOTAL
LIABILITIES AND STOCKHOLDERS' DEFICIT
$
113,951

$
216,595See
accompanying condensed notes to the interim consolidated financial
statements


- 4 -


CELLCYTE
GENETICS CORPORATION(a
Development Stage Company)CONSOLIDATED
STATEMENTS OF OPERATIONS (unaudited)From InceptionFor
the Three Months Ended

For
the Nine Months Ended

(January 4, 2005)September 30,

September 30,

to
September 30,2010

2009

2010

2009

2010REVENUES


$
-

$
-

$
-

$
-

$
-OPERATING
EXPENSES:Consulting



-


-


500


37,028


1,678,107General and
administrative



91,588


51,463


156,661


385,486


2,439,586Professional
fees



26,021


185,100


121,917


344,820


1,729,306Research,
development and laboratory



-


-


-


506


1,296,619Salaries and
benefits



-


-


-


-


1,457,524Stock-based
compensation



167,190


255,000


396,690


409,667


2,819,976Total Operating
Expenses



284,799


491,563


675,768


1,177,507


11,421,118-LOSS FROM
OPERATIONS



(284,799)


(491,563)


(675,768)


(1,177,507)


(11,421,118)OTHER INCOME
(EXPENSE)Interest
income



-


-


-


-


32,512Interest and
finance charges



(9,666)


(4,862)


(27,504)


(67,749)


(233,657)Impairment of
intellectual property



-


-


-


-


(568,913)Impairment of
tenant improvements



-


-


-


-


(383,535)Gain on
extinguishment of debt



-


53,547


-


53,547


53,547Gain (loss) on
disposal of furniture and equipment
-


1,541


(8,885)


1,541


(139,454)Total Other
Income (Expense)



(9,666)


50,226


(36,389)


(12,661)


(1,239,500)LOSS BEFORE
TAXES



(294,465)


(441,337)


(712,157)


(1,190,168)


(12,660,618)INCOME
TAXES



-


-


-


-


-NET LOSS


$
(294,465)

$
(441,337)

$
(712,157)

$
(1,190,168)

$
(12,660,618)BASIC AND
DILUTED NET LOSSPER COMMON
SHARE


$
(0.00)

$
(0.01)

$
(0.01)

$
(0.02)WEIGHTED AVERAGE
NUMBER OFSHARES
OUTSTANDING FOR BASICAND
DILUTED CALCULATION



74,556,405


68,137,053


73,407,562


65,088,519See
accompanying condensed notes to the interim consolidated financial
statements


- 5 -


CELLCYTE
GENETICS CORPORATION(a
Development Stage Company)CONSOLIDATED
STATEMENTS OF CASH FLOWS (unaudited)From InceptionFor
the Nine Months Ended

(January 4, 2005)September 30,

to
September 30,2010

2009

2010CASH FLOWS FROM
OPERATING ACTIVITIES:Net loss

$
(712,157)

$
(1,190,168)

$
(12,660,618)Adjustments to
reconcile net loss to net cash used byoperating
activitiesAmortization of
intellectual property


5,628


5,628


113,511Depreciation of
furniture and equipment


43,314


131,348


535,844Stock-based
compensation


396,690


409,667


2,819,976Non-cash
services


65,170


226,003


957,890Amortization of
discount on note


450


-


450Warrant issued
for legal services


-


46,154


46,154Accounts payable
paid with common stock


33,704


69,755


103,459Non-cash
beneficial conversion right


-


20,000


36,400Non-cash
impairment of intellectual property


-


-


568,913Non-cash
impairment of tenant improvements


-


-


383,535Expenses paid by
stockholder


-


6,465


32,755Accounts payable
reduced in lease settlement


-


520,788


520,788Gain on
extinguishment of debt


-


(53,547)


(53,547)Loss on disposal
of furniture and equipment


8,885


(1,541)


139,454Decrease
(increase) in assetsOther
receivables


25,900


-


-Prepaid expenses
and deposits


(10,625)


65,148


(17,500)Increase
(decrease) in liabilitiesAccounts
payable


20,294


(299,543)


555,419Deferred
rent


-


(7,853)


-Accrued
interest


-


-


82,088Accrued
expenses


66,321


49,672


85,598Net cash used by
operating activities


(56,426)


(2,024)


(5,749,431)CASH FLOWS FROM
INVESTING ACTIVITIES:Intellectual
property acquisition


-


-


(715,528)Cash from sales
of equipment


22,240


5,050


58,465Furniture and
equipment acquisiton, net


-


-


(1,327,070)Cash acquired on
reverse acquistion


-


-


1,429Net cash
provided (used) by investing activities


22,240


5,050


(1,982,704)CASH FLOWS FROM
FINANCING ACTIVITIES:Proceeds from
issuance of convertible notes


35,152


-


1,008,552Proceeds from
convertible note allocated to warrant

-


-


3,000Advances from
related party


1,704


2,534


108,187Payments on note
payable


(9,971)


(11,340)


(43,493)Proceeds from
sale of common stock


-


-


6,655,889Net cash
provided by financing activities


26,885


(8,806)


7,732,135Net increase in
cash and cash equivalents


(7,301)


(5,780)


-Cash and cash
equivalents, beginning of period


7,301


6,304


-Cash and cash
equivalents, end of period

$
-

$
524

$
-SUPPLEMENTAL
CASH FLOW DISCLOSURES:Income taxes
paid

$
-

$
-

$
-Interest
paid

$
-

$
-

$
8,381NON CASH
INVESTING AND FINANCING ACTIVITESNote payable to
related party converted to common stock
$
-

$
36,400

$
36,400Issuance of note
for insurance

$
26,250

$
20,625

$
46,875Issuance of note
in exchange for accounts payable

$
-

$
275,000

$
275,000See
accompanying condensed notes to the interim consolidated financial
statements


- 6 -      NOTE
1  DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION CellCyte Genetics Corporation (the Company) is in the
development stage, as defined by Financial Accounting Standards Board (FASB)
ASC 915, Development Stage Entities and its efforts have been principally
devoted to discovery and development of stem cell therapeutic products and the
development of its cell expansion technology. To date, the Company has not
generated any sales revenues, has incurred ongoing operating expenses and has
sustained losses.  Consequently, its operations are subject to all the
risks inherent in the establishment of a new business enterprise. As shown in the accompanying financial statements, the Company has
incurred significant losses since inception, has not generated any revenues to
date, and was involved in certain legal matters as more fully discussed in Note
8. In addition, effective July 1, 2008, the Company suspended significantly all
of its stem cell therapeutic operations and switched its focus to its cell
expansion technology.  The future of the Company is dependent upon its
ability to obtain sufficient financing and upon achieving future profitable
operations.  These factors, among others, raise substantial doubt about the
Company's ability to continue as a going concern.  The accompanying interim
consolidated financial statements do not include any adjustments that might
result from the outcome of this uncertainty. The Company follows the accounting guidance outlined in the
Financial Accounting Standards Board Codification guidelines. The accompanying
unaudited interim consolidated financial statements have been prepared in
accordance with generally accepted principles for interim financial information
and with the instruction to Form 10-Q of Regulation S-K.  They may not
include all information and footnotes required by United States generally
accepted accounting principles for complete financial statements.  However,
except as disclosed herein, there have been no material changes in the
information disclosed in the notes to the financial statements for the year
ended December 31, 2009 included in the Companys Annual Report on Form 10-K
filed with the Securities and Exchange Commission on April 15, 2010.  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, which
unless otherwise disclosed herein, consisting primarily of normal recurring
adjustments, have been made. Operating results for the nine months ended
September 30, 2010 are not necessarily indicative of the results that may be
expected for the year ending December 31, 2010. The Companys financial statements include certain estimates and
assumptions which affect the reported amounts of assets and liabilities at the
date of the financial statements, and the reported amounts of revenues and
expenses during the reporting period.  Accordingly, actual results may
differ from those estimates. NOTE 2  INTELLECTUAL PROPERTY As of December 31, 2009, the Company had $70,002 of capitalized
patents. Through September 30, 2010, the Company did not incur any additional
costs for its intellectual property. The  - 7 -      Company amortizes patents over the remaining life of the patents,
which ranges from 7 to 17 years. Intellectual property at September 30, 2010 and December 31, 2009
is as follows: September 30,

December 31,2010

2009Patents

$
70,002

$
70,002Accumulated
amortization


(36,898)


(31,270)Patents,
net

$
33,104

$
38,732 NOTE 3  PROPERTY AND EQUIPMENT As of December 31, 2009, the Company had capitalized a total of
$293,404 in laboratory, computer and office equipment. During the nine months
ended September 30, 2010, the Company sold lab equipment with a cost basis of
$58,525 and a net book value of $31,125, for $22,240, resulting in a loss of
$8,885. Property and equipment as of September 30, 2010 and December 31,
2009 are as follows: September 30,

December 31,2010

2009Laboratory
equipment

$
144,119

$
202,644Computer
and office equipment


90,760


90,760Accumulated
depreciation


(171,532)


(155,617)Property
and equipment, net

$
63,347

$
137,787 NOTE 4  COMMITMENTS AND CONTINGENCIES Promissory Note Effective August 14, 2009, the Company finalized a lease
termination agreement with its landlord whereby the Company executed a
promissory note in the amount of $275,000 and agreed to vacate the facility and
leave certain of its furniture behind in full settlement of all amounts owing.
The promissory note bears interest at the annual rate of 12%, required an
initial payment of $25,000 on or before December 1, 2009, and has monthly
payments of $5,000 commencing January 1, 2010. The initial payment of $25,000
was paid on December 1, 2009. As of September 30, 2010, the Company was delinquent in its
payments by $42,000. On August 25, 2010, the Company entered into a forbearance
agreement with its previous landlord whereby the landlord would forbear
enforcement of its claims and causes of actions upon the following terms: 1. A payment of $25,000 on or before December 21, 2010, and  - 8 -      2. Commencing July 1, 2011 and on the first day of each month
thereafter, for a total of six months ending December 1, 2011, a payment of
$5,000. These payments will be first applied to all accrued but unpaid
interest, with the remainder to be applied against principal of the previously
executed promissory note. In addition, each of these payments are personally
guaranteed by a stockholder of the Company. Principal payments under the promissory note are as follows: Year

Principal Payments2010
$
27,5092011

33,9732012

38,2112013

43,1282014

48,598Thereafter

68,346Total
$
259,764 NOTE 5  CAPITAL STOCK Common Stock The Company has authorized 525,000,000 shares of its common stock,
$0.001 par value. The Company had issued and outstanding 74,556,405 and
71,081,307 shares of its common stock at September 30, 2010 and December 31,
2009, respectively. During the nine month period ended September 30, 2010, the Company
issued 3,475,098 shares of its common stock for services and settlement of trade
accounts payable, with an estimated value of $98,874. Common Stock Warrants The Company did not issue any common stock purchase warrants
during the nine month period ended September 30, 2010. Warrants outstanding are
as follows:  WarrantsOutstanding

Weighted AverageExercise Price

Weighted AverageRemaining LifeBalance,
December 31, 2008
1,529,365
$
0.75

0.84 yearsWarrants
issued
919,230

0.06Warrants
exercised
-

-Warrants
expired
(1,529,365)

0.75Balance,
December 31, 2009
919,230

0.06

4.62 years  - 9 -       Warrants
issued
-

-Warrants
exercised
-

-Warrants
expired
-

-Balance,
 September 30, 2010
919,230
$
0.06

3.87 years Common Stock Options The Company granted stock options for 19,700,000 shares of its
common stock to its officers and directors during the nine months ended
September 30, 2010. In addition, stock options for 2,000,000 shares of common
stock with an exercise price of $0.05 per share issued to its directors expired
unexercised. The weighted-average fair value of the stock options granted
during the period was estimated to be $0.017 per share for a total fair value of
$326,940, and was determined using the Black-Scholes option pricing model using
the following weighted-average assumptions: expected option life of 5 years;
risk-free interest rate of 1.99%; dividend yield of 0%; and expected volatility
of 100%. Certain of these options are subject to vesting conditions and, as of
September 30, 2010, the Company had recorded stock-based compensation of
$251,190 in connection with the vesting of these options leaving $75,750 to be
expensed on future vesting. The Company also recognized $145,500 in stock-based
compensation based on the vesting of previously granted options, leaving $90,000
to be recognized on future vesting. The Companys stock option activity for the nine month period
ended September 30, 2010 is as follows: OptionsOutstanding

Weighted AverageExercise Price

Weighted AverageRemaining LifeBalance,
December 31, 2008
1,735,000
$
1.34

5.47 yearsOptions
granted
15,810,000

0.066Options
exercised
-

-Options
cancelled and expired
-

-Balance,
December 31, 2009
17,545,000

0.19

3.81 yearsOptions
granted
19,700,000

0.026Options
exercised
-

-Options
cancelled and expired
(2,000,000)

(0.05)Balance,
September 30, 2010
35,245,000
$
0.106

3.99 years   - 10 -      NOTE 6  BASIC AND DILUTED NET LOSS PER SHARE The Company computes net income (loss) per common share in
accordance with FASB ASC 260, Earnings Per Share.   Net income
(loss) per share is based upon the weighted average number of outstanding common
shares and the dilutive effect of common share equivalents, such as options and
warrants to purchase common stock, convertible preferred stock and convertible
notes, if applicable, that are outstanding each year.  Basic and diluted
earnings per share were the same at the reporting dates of the accompanying
financial statements, as including common stock equivalents in the calculation
of diluted earnings per share would have been anti-dilutive. Common stock equivalents that were not included in diluted
earnings per share at September 30, 2010 and 2009 are as follows:  2010

2009Stock
options


35,245,000


1,660,000Warrants


919,230


1,529,365Convertible
promissory notes


2,410,501


1,000,000Common
stock equivalents


38,574,731


4,189,365 NOTE 7  RELATED PARTY TRANSACTIONS During the year ended December 31, 2008, two former officers, Gary
Reys and Dr. Ronald Berninger, who were also members of the Companys board of
directors, advanced funds in the amount of $26,290 for their legal defense
related to the matters discussed in Note 8. During 2009, Dr. Berninger advanced
an additional $6,465 for his defense. Under the Companys Bylaws, the Company is
required to provide for the legal defense of its officers and directors. As of
September 30, 2010, these amounts remain unpaid. Convertible Promissory Notes On December 23, 2009, a consultant of the Company loaned $25,000
to the Company in exchange for a convertible promissory note and a warrant to
purchase 150,000 shares of common stock. The promissory note bears interest at
the annual rate of eight percent and all interest and principal is due on
December 22, 2014. The promissory note and accrued interest can be converted
into common stock at any time, at the option of the holder, at the exchange rate
of $0.035 per share. The fair market value of the warrants of $3,000 was
recorded as a discount on the promissory note and is being amortized over five
years. As of September 30, 2010, $450 of this discount has been amortized to
interest expense. During the nine months ended September 30, 2010, a stockholder of
the Company advanced a total of $21,412 to help pay for certain operating costs.
On March 18, 2010 these advances were converted into a convertible promissory
note. The promissory note bears interest at the annual rate of eight percent and
all interest and principal is due on January 24, 2015. The promissory note and
accrued interest can be converted into common stock at any time, at the option
of the holder, at the exchange rate of $0.024 per share.  - 11 -      During the nine months ended September 30, 2010, a second
stockholder of the Company advanced a total of $13,740 to help pay for certain
operating costs.  Effective August 18, 2010, these advances were converted
into a convertible promissory note. The promissory note bears interest at the
annual rate of eight percent and all interest and principal is due on August 17,
2015. The promissory note and accrued interest can be converted into common
stock at any time, at the option of the holder, at the exchange rate of $0.02
per share. Stockholder Advances During the year ended December 31, 2007 a stockholder of the
Company paid various outstanding payables on behalf of the Company. As of March
31, 2009 the Company owed this stockholder $107,949.  These advances are
unsecured, non-interest bearing with no set terms of repayment. During
the nine months ended September 30, 2010, an officer of the Company paid various
operating expenses on behalf of the Company. As of September 30, 2010 the
Company owed this officer $1,704.  These advances are unsecured,
non-interest bearing with no set terms of repayment. NOTE
8  LEGAL DISPUTES In January 2008, three stockholder lawsuits were filed against the
Company in the United States federal court for the Western District of
Washington: Armbruster v. Cellcyte Genetics Corporation, et. al,No.
C08-0047, Tolerico v. Cellcyte Genetics Corporation, et. al., No.
C08-0163 and Pruitt v. Cellcyte Genetics Corporation, et. al., No.
C08-0178.  An amended complaint consolidating the 3 lawsuits was filed and
the amended consolidated complaint alleged, inter alia, that the Company
and its former officers and directors filed misleading statements with the
Securities and Exchange Commission regarding the Companys products, and that it
posted misleading information regarding a former officer on the Companys
website.  The lawsuits claimed that investors purchased the Companys stock
based on the alleged misleading statements and seek monetary relief. On March 22, 2010 all claims against the Company and its former
officers and directors related to the stockholder lawsuits were dismissed,
without prejudice, and without an award of costs to any party. The Company was also engaged in a dispute with a former employee,
who voluntarily resigned in 2007.  The former employee had signed an
employment agreement with the Company which contained certain restrictions on
their conduct after termination of employment.  The former employee was
claiming to have been misled into signing the agreement and was seeking monetary
damages for constructive discharge and relief from the terms of the employment
contract, which the Company disputed. On February 3, 2010, the Company entered into a Mutual Release
Agreement with this former employee which settled all of its outstanding
litigation involving this former employee. Both the arbitration and the
underlying lawsuit were dismissed with prejudice, with none of the parties
admitting any liability for damages. The Mutual Release Agreement became
effective on March 3, 2010 following the completion of all activities
contemplated under the Agreement.  - 12 -       NOTE 9  SUBSEQUENT EVENTS The Company has evaluated subsequent events for recognition or
disclosure in the condensed consolidated financial statements filed on Form 10-Q
with the SEC and no other events, other than those described in these notes,
have occurred that require disclosure.    - 13 -      Item
2. Managements
Discussion and Analysis As used in this Quarterly Report: (i) the terms the Company,
our company, we, us and our refer to CellCyte Genetics Corporation, a
Nevada corporation, and its subsidiary, unless the context requires otherwise;
(ii) references to CellCyte mean CellCyte Genetics Corporation, a Washington
corporation; and (iii) all dollar amounts refer to United States dollars unless
otherwise indicated. The following discussion of our plan of operations, results of
operations and financial condition as of and for the nine months ended September
30, 2010 should be read in conjunction with (i) our unaudited interim
consolidated financial statements and related notes for the nine months ended
September 30, 2010 included in this Quarterly Report, and (ii) our Annual Report
on Form 10-K for the year ended December 31, 2009, including our annual
audited financial statements set forth therein. Overview We are a biotechnology company involved in research and
development of medical devices for cell expansion and maintenance. We intend to focus our efforts over the next twelve months
within the device segment. These efforts will consist of entering into
collaborative research agreements with well-known, established research
organizations to utilize our patented CCG-E45 Culture Chamber product to enhance
their cell production efforts. In conjunction with these research activities,
our engineers will be developing alternative culture chamber configurations to
optimize specific cell categories. Under these collaborative agreements, we will
provide our CCG-E45 Incubators and Culture Chambers, and onsite training and
oversight. Our collaboration partners will provide staffing, space and the cells
types being tested. On September 9, 2010, we finalized a collaborative research
agreement with the Fred Hutchison Cancer Research Center in Seattle, Washington.
We expect to start joint research activities under this agreement in the fourth
quarter of 2010 or the first quarter of 2011. We are also in discussions with a major university to enter into a
collaborative agreement to provide our cell expansion technology for testing.
This university is looking for alternatives to their existing cell production
procedures to allow for higher volumes with substantially reduced labor costs.
If finalized, we expect to start joint activities with this university in the
fourth quarter of 2010.  - 14 -      Plan of Operations Our operations over the next 12 months will be limited by the
amount of resources we are able to raise, and the willingness of our contractors
and consultants to work for stock and stock option compensation. Accordingly, we
have developed an Interim Operating Plan that may allow us to complete certain
limited research and development activities while we attempt to raise adequate
funding to restart our business. Our plan of operations under our Interim Operating Plan for the
next 12 months is to: (a) perform the work specified by out Interim Operating Plan under
recently executed contracts with our scientists and manufacturing
consultants. (b) apply for State and federal research grants to develop specific
configurations and applications of the bioreactor device. (c) support the beta testing of our bioreactor product as specified in
our agreements with independent research laboratories to maximize the
possibility that such labs will adopt our bioreactor technology to satisfy their
cell expansion needs. (d) continue small scale manufacturing of our cell expansion culture
chambers, as needed, to maintain an adequate supply of bioreactors for the
academic and institutional research organizations with which we have beta
testing collaboration agreements. (e) locate and occupy new office, lab and manufacturing space if
required to execute our Interim Operating Plan. Over the next 12 months we anticipate that we will require an
aggregate of $1,000,000 in cash and stock-based compensation to cover expenses
and debt service, including certain accounts payable, as follows: (a) $121,000 for facility and equipment related expenses; (b) $80,000 for debt service; (c) $135,000 for pre-clinical work, quality assurance, manufacturing
of biologic material, academic collaborations and further research
collaborations; (d) $128,000 for design and device manufacturing; (e) $210,000 for legal expenses related to intellectual property
prosecution, general corporate matters and facility lease negotiation, and
accounting expenses and payables related to quarterly reviews and annual
audits; (f) $205,000 for salaries and consulting; and  - 15 -      (g) $121,000 for general and administrative, including Director and
Officer insurance. During the next 12 months we anticipate that we will generate
minimal non-recurring engineering (NRE) service revenue and revenue from the
sale and licensing of our incubator and bioreactor device technology.
  We presently do not have sufficient cash to fund our operations, and
have curtailed substantially all activities, other than those called for by the
execution of our Interim Operating Plan. During the period covered by our Interim Operating Plan, we expect
to fund our operations through a combination of the sale of excess laboratory
equipment, issuances of stock, including issuances of stock and stock options
registered pursuant to an S-8 registration statement, as payment in-kind to our
independent contractors, consultants and other service providers, and the
issuance of convertible loans from current stockholders and other investors.
However, there is no certainty that we will be able to obtain these loans on
commercially reasonable terms or when needed, or that they will be sufficient to
meet our cash requirements. Accordingly, we anticipate that we will require
additional financing to enable us to pay our planned expenses and debt service
for the next 12 months and pursue our plan of operations. At this time, we cannot accurately estimate a date of transition
from operating under our Interim Operating Plan to a state in which our
operations will be funded by a combination of equity funding and cash provided
from bioreactor and incubator sales. Further, there is no assurance that our
research, product and device demonstration program will result in significant
revenues, or that we will obtain the cash necessary to fund the Interim
Operating Plan. Subsequent to the 12 month period following the date of this
Quarterly Report, we will be required to obtain additional financing in order to
continue to pursue our business plan.  We cannot accurately predict the
amount of additional capital that will be required, nor the extent to which this
will consist of equity or debt financing. We cannot provide investors with any assurance that we will be
able to raise sufficient funding from the issuance of promissory notes or the
sale of our common stock to fund our business plan going forward.  In the
absence of such financing, our business plan will fail. Results of Operations Three Months Ended September 30, 2010 Compared to Three
Months Ended September 30, 2009. The following table sets out our consolidated loss for the periods
indicated:  - 16 -       Three Months EndedSeptember 30, 2010
Three MonthsEnded September 30, 2009(Unaudited)
(Unaudited)Revenues
$

$ Operating
ExpensesGeneral
and administrative
91,588
51,463Professional
fees
26,021
185,100Stock-based
compensation
167,190
255,000Other
Income (Expense)
(9,666)
50,226Net
Loss
$
(294,465)
$(441,337) Revenues We have had no operating revenues since our inception on
January 4, 2005 to September 30, 2010.  We anticipate that we will not
generate any revenues for so long as we are a development stage company. General
and Administrative Expenses Our general and administrative expenses in the three months ended
September 30, 2010 increased to $91,588 from $51,463 for the same period of
2009, primarily as a result of an assessment by the State of Washington for
sales taxes on equipment purchases that had previously been deferred under a
State deferral program. Professional
Fees In the three months ended September 30, 2010, we incurred
professional fees of $26,021, compared to $185,100 for the same period of 2009.
The decrease is primarily related to a reduction in the activities of the
contract accountants providing general operating support, and that audit fees
and legal services have declined due to limited activities. Stock-Based
Compensation In the three months ended September 30, 2010, we incurred
stock-based compensation expense of $167,100, compared to stock-based
compensation expense of $255,000 for the same period in 2009. Stock-based
compensation was related to stock options provided to our directors and
consultants. The cost of our stock-based compensation has been declining due to
the decline in the market price of our stock, and that certain performance
criteria within the stock-option awards have not yet been met.  - 17 -      Net
Loss As a result of the above, our net loss for the three months ended
September 30, 2010 was $294,465, compared to $441,337 for the same period of
2009. Nine Months Ended September 30, 2010 Compared to Nine Months
Ended September 30, 2009. The following table sets out our consolidated loss for the periods
indicated: Nine Months EndedSeptember 30, 2010
Nine MonthsEnded September 30, 2009(Unaudited)
(Unaudited)Revenues
$

$ Operating
ExpensesConsulting
500
37,028General
and administrative
156,661
385,486Professional
fees
121,917
344,820Research,
development and laboratory
-
506Stock-based
compensation
396,690
409,667Other
Income (Expense)
(36,389)
(12,661)Net
Loss
$
(712,157)
$(1,190,168) Revenues We have had no operating revenues since our inception on
January 4, 2005 to September 30, 2010.  We anticipate that we will not
generate any revenues for so long as we are a development stage company. Consulting
Fees In the nine months ended September 30, 2010, we had $500 in
consulting fees, compared to $37,028 for the same period of 2009, primarily due
to the curtailment of nearly all activities and limited resources. General
and Administrative Expenses Our general and administrative expenses in the nine months ended
September 30, 2010 decreased to $156,661 from $385,486 for the same period of
2009, primarily as a result of the curtailment of nearly all activities. In
2010, general and administrative costs consisted primarily  - 18 -      of insurance expense and a sales tax assessment from the State of
Washington, while 2009 general and administrative expenses consist primarily of
lease costs. Professional
Fees In the nine months ended September 30, 2010, we incurred
professional fees of $121,917, compared to $344,820 for the same period of 2009.
The decrease is primarily related to a reduction in the activities of the
contract accountants providing general operating support, and that audit fees
and legal services have declined due to limited activities. Research,
Development and Laboratory Expenses In the nine months ended September 30, 2010, we incurred no
research, development and laboratory expenses, compared to $506 during the same
period of 2009. Stock-Based
Compensation In the nine months ended September 30, 2010, we incurred
stock-based compensation expense of $396,690, compared to stock-based
compensation expense of $409,667 for the same period in 2009. Stock-based
compensation was related to stock options provided to our directors, officers
and consultants. Net
Loss As a result of the above, our net loss for the nine months ended
September 30, 2010 was $712,157, compared to $1,190,168 for the same period of
2009. Liquidity and Capital Resources As of September 30, 2010, we had no cash and a working capital
deficit of $895,344.  Our planned expenditures over the next 12 months are
expected to amount to approximately $1,000,000 and will exceed our cash reserves
and working capital.  We presently do not have sufficient cash to fund our
operations and have curtailed all activities except those related to performing
under the research collaboration agreements. During the period covered by our Interim Operating Plan, we expect
to fund our operations through a combination of issuances of stock, including
issuances of stock and stock options registered pursuant to an S-8 registration
statement, as payment in-kind to our independent contractors, consultants and
other service providers, and the issuance of convertible loans from current
stockholders and other investors. We anticipate that we will not require
additional financing beyond the results of actions described above in order to
pursue our operations under the Interim Operating Plan. Our business activities
and plan of operations beyond the next 12 months will depend on the extent to
which our bioreactor product is found to be a superior way for clinical research
laboratories, with which we establish collaborative research agreements, to
satisfy their cell expansion needs. In the event that the testing under our collaborative research
agreements is successful, our goal is to convert each of our collaboration
partners into a paying customer. With each collaborating  - 19 -      laboratory, there exists the potential for our bioreactor to
become a component of some diagnostic or therapeutic procedure that could be
licensed to a biopharmaceutical manufacturer. At this time, we do not have any
definitive information from any of our collaboration partners as to the
effectiveness of our bioreactor, so there is a risk that the tests will not be
successful and that our Interim Operating Plan will fail. However, there is no certainty that we will be able to obtain
these loans on commercially reasonable terms or when needed, or that they will
be sufficient to meet our cash requirements. Accordingly, we anticipate that we
will require additional financing in order to pursue our plan of operations for
the next 12 months.  If we are unable to obtain additional financing, we
may have to abandon our business activities and plan of operations. We believe that traditional debt financing will not be an
alternative for funding as we do not have tangible assets to secure any debt
financing.  We anticipate that additional funding will come from the sale
of our excess furniture and equipment, and may be in the form of convertible
debt and 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 equipment or our common stock to fund our
plan of operations going forward.  In the absence of such financing, our
business plan will fail.  Even if we are successful in obtaining short-term
financing, there is no assurance that we will obtain the funding necessary to
pursue our business plan.  If we do not continue to obtain additional
financing going forward, we will be forced to abandon our plan of
operations. Cash
Used in Operating Activities Cash used in operating activities in the nine months ended
September 30, 2010 was $56,426, compared to $2,024 for the same period of 2009.
 In 2010 and 2009, operating activities used cash primarily for insurance,
storage of our equipment, and payment to our outside auditors. We anticipate
that cash used in operating activities will be limited over the balance of 2010
as we move forward with limited operations.  We have funded our operations
primarily from the sale of excess laboratory equipment, loans from related
parties, and from the issuance of our common stock, and expect to continue
efforts to raise additional capital through the sale of equipment and stock. Cash
Provided by Investing Activities In the nine months ended September 30, 2010, investing activities
generated cash of $22,240 from the sale of excess equipment, compared to $5,050
in the same period of 2009. Cash
Provided By Financing Activities We have funded our business to date primarily from sales of our
common stock, issuance of convertible promissory notes, and advances from our
stockholders.  In the nine months ended September 30, 2010, we had net cash
provided by financing activities of $26,885 related to advances under
convertible promissory notes of $35,152, advances from our stockholders of
$1,704, offset by payments on promissory notes of $9,971. Net cash used by
financing activities of $8,806 for the same period of 2009 was related to
payments on promissory notes, offset by the proceeds of advances from our
stockholders.  - 20 -      Going
Concern As shown in the accompanying financial statements and more fully
detailed in our 2009 Annual Report on Form 10-K, we have incurred significant
losses since inception and have not generated any revenues to date.  The
future of our company is dependent upon our ability to obtain sufficient
financing and upon achieving future profitable operations.  These factors,
among others, raise substantial doubt about our companys ability to continue as
a going concern.  The accompanying interim consolidated financial
statements do not include any adjustments that might result from the outcome of
this uncertainty. Future
Financings We anticipate continuing to rely on equity sales of our common
stock and the issuance of convertible debt 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 business plan. Off-Balance
Sheet Arrangements We have no significant 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 are
material to investors. Critical Accounting Policies Our financial statements are impacted by the accounting policies
used and the estimates and assumptions made by management during their
preparation.  A complete summary of these policies is included in
Note 2 of the notes to our historical financial statements.  We have
identified below the accounting policies that are of particular importance in
the presentation of our financial position, results of operations and cash flows
and which require the application of significant judgment by management. Use
of Estimates Our financial statements are prepared in conformity with
accounting principles generally accepted in the United States of America and
include certain estimates and assumptions which affect the reported amounts of
assets and liabilities at the date of the financial statements, and the reported
amounts of revenues and expenses during the reporting period.  Accordingly,
actual results may differ from those estimates. Income Taxes We follow the provisions of FASB ASC 740, Income Taxes, under
which deferred tax assets and liabilities are determined based on differences
between financial reporting and tax basis of assets and liabilities. Deferred
tax assets and liabilities are measured using the enacted tax rates and laws
that are expected to be in effect when the differences are expected to reverse.
 The  - 21 -      provisions of ASC 740 also require the recognition of future tax
benefits such as net operating loss carry-forwards, to the extent that the
realization of such benefits is more likely than not.  To the extent that
it is more likely than not that such benefits will not be received, we record a
valuation allowance against the related deferred tax asset. Intangible Assets Our intangible assets primarily consist of patents and
intellectual property, which are carried at the purchase price and/or the legal
cost to obtain them less accumulated amortization.  Patents and licenses
are being amortized over their estimated useful lives, which range from seven to
seventeen years. Annually these assets are reviewed for recoverability to
determine if the carrying amount on the balance sheet is appropriate. Research and Development Costs Research and development costs are expensed as incurred. The cost
of intellectual property purchased from others that is immediately marketable or
that has an alternative future use is capitalized and amortized as intangible
assets. Capitalized costs are amortized using the straight-line method over the
estimated economic life of the related asset. We periodically review our
capitalized intangible assets to assess recoverability based on the projected
undiscounted cash flows from operations, and impairments are recognized in
operating results when a permanent diminution in value occurs. Stock-Based Compensation We account for our stock option plan primarily under the
recognition and measurement principles of FASB ASC 718, Compensation  Stock
Compensation. Accordingly, compensation cost has been recognized using the fair
value method and expected term accrual requirements as prescribed in ASC 718. We
recorded stock-based compensation expense in the amount of $229,500 during the
nine months ended September 30, 2010. Item 3. Quantitative and Qualitative Disclosures About Market
Risk. Not
Applicable. Item
4. Controls
And Procedures Evaluation
of Disclosure Controls and Procedures In connection with the preparation of this Quarterly Report on
Form 10-Q, an evaluation was carried out by our management, with the
participation of the Principal Executive Officer and Principal Accounting
Officer, of the effectiveness of our disclosure controls and procedures (as
defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of
1934 (Exchange Act)) as of September 30, 2010.  Disclosure controls and
procedures are designed to ensure that information required to be disclosed in
reports filed or submitted under the Exchange Act is recorded, processed,
summarized, and reported within the time periods specified in the SEC rules and
forms and that such information is accumulated and communicated to management,
including the Principal Executive Officer and the Principal Accounting Officer,
to allow timely  - 22 -      decisions regarding required disclosures. Based on its evaluation,
our management concluded, as of the end of the period covered by this report,
that our disclosure controls and procedures were not effective. Changes in Internal Control over Financial Reporting There were no changes in our internal control over financial
reporting during the quarter ended September 30, 2010 that have materially
affected, or are reasonably likely to materially affect, our internal control
over financial reporting.  The Company has not begun remediation
efforts to correct the previously disclosed material weakness (as defined in
Rule 13a-15(d) under the Exchange Act) reported on the Companys Form 10-K filed
for the period ended December 31, 2009.    - 23 -      PART II  OTHER INFORMATION  Item
1. Legal
Proceedings In January 2008, three stockholder lawsuits were filed against us
in the United States federal court for the Western District of Washington:
Armbruster v. Cellcyte Genetics Corporation, et. al,No. C08-0047,
Tolerico v. Cellcyte Genetics Corporation, et. al., No. C08-0163 and
Pruitt v. Cellcyte Genetics Corporation, et. al., No. C08-0178.  An
amended complaint consolidating the 3 lawsuits was filed and the amended
consolidated complaint alleged, inter alia, that the Company and its
former officers and directors filed misleading statements with the Securities
and Exchange Commission regarding our products, and that we posted misleading
information regarding a former officer on our website.  The lawsuits
claimed that investors purchased our stock based on the alleged misleading
statements and seek monetary relief. On March 22, 2010 all claims against the Company and our former
officers and directors related to the stockholder lawsuits were dismissed,
without prejudice, and without an award of costs to any party. We were also engaged in a dispute with a former employee, who
voluntarily resigned in 2007.  The former employee had signed an employment
agreement with the Company which contained certain restrictions on their conduct
after termination of employment.  The former employee was claiming to have
been misled into signing the agreement and was seeking monetary damages for
constructive discharge and relief from the terms of the employment contract,
which we disputed. On February 3, 2010, we entered into a Mutual Release Agreement
with this former employee which settled all of our outstanding litigation
involving this former employee. Both the arbitration and the underlying lawsuit
were dismissed with prejudice, with none of the parties admitting any liability
for damages. The Mutual Release Agreement became effective on March 3, 2010
following the completion of all activities contemplated under the Agreement. Item 1A. Risk Factors Not Applicable.  Item
2. Unregistered
Sales of Equity Securities  During the nine month period ended September 30, 2010, we issued
3,475,098 shares of our common stock to our consultants, contractors and legal
advisors for services, with an estimated fair value of $98,874. Item 3. Defaults Upon Senior Securities None.  Item
4. Submission
of Matters to a Vote of Security Holders None.   - 24 -      Item
5. Other
Information None.  Item
6. Exhibits The
following exhibits are included with this Quarterly Report on Form 10-Q: ExhibitNumber
Description of Exhibit3.1
Articles of Incorporation, as amended.  Incorporated by
reference to our Registration Statement on Form SB-2 filed on May 4,
2005.3.2
Bylaws.  Incorporated by reference to our Current
Report on Form 8-K filed May 14, 2004.31.1
Rule 13a-14(a)/15(d)-14(a) Certification of Principal
Executive Officer.31.2
Rule 13a-14(a)/15(d)-14(a) Certification of Principal
Accounting Officer.32.1
18 U.S.C. Section 1350 Certification of Principal Executive
Officer.32.2
18 U.S.C. Section 1350 Certification of Principal Accounting
Officer. __________      - 25 -      SIGNATURES Pursuant to the requirements 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.  CELLCYTE
GENETICS CORPORATIONDated:
 November 19, 2010.
Per:
/s/
John M. Fluke, Jr.
John
M. Fluke, Jr.
Interim
Principal Executive Officer __________