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 March 31,
2009 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.)1725 200th Street S.E., Suite 103Bothell,
Washington

98021(Address of principal executive offices)

(Zip Code)(425) 483-6101(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.
  62,919,845 shares of common stock outstanding as of May 19,
2009.  - - 2 - -      CELLCYTE GENETICS CORPORATION  Quarterly Report On Form 10-Q For
The Quarterly Period Ended March 31, 2009 FORWARD-LOOKING STATEMENTS This Form 10-Q for the quarterly period ended March 31, 2009
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, 2008 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 March 31, 2009 and
December 31, 2008:
3Interim Consolidated Statements of Operations for the Three
Months ended March 31, 2009 and 2008 and for the period from
January 14, 2005 (Date of Inception) to March 31, 2009:
4Interim Consolidated Statements of Cash Flows for the Three
Months ended March 31, 2009 and 2008 and for the period from
January 14, 2005 (Date of Inception) to March 31, 2009:
5Condensed Notes to Interim Consolidated Financial
Statements:
6 __________   - 3 -


CELLCYTE GENETICS CORPORATION(a Development Stage Company)CONSOLIDATED BALANCE SHEETSMarch 31,

December 31,2009

2008(unaudited)ASSETSCURRENT ASSETSCash and cash equivalents
$
9,376

$
6,304Prepaid expenses and deposits

81,172


78,898Total Current Assets

90,548


85,202OTHER ASSETSFurniture and Equipment, net

487,061


537,945Intellectual property, net

44,360


46,236Total Other Assets

531,421


584,181TOTAL ASSETS
$
621,969

$
669,383LIABILITIES AND STOCKHOLDERS' DEFICITCURRENT LIABILITIESAccounts payable
$
1,149,197

$
935,283Due to related parties

134,239


134,239Deferred rent

7,815


7,853Convertible note payable to related party

36,400


16,400Total Current Liabilities

1,327,651


1,093,775COMMITMENTS AND CONTINGENCIES

-


-STOCKHOLDERS' DEFICITCommon stock, $0.001 par value; 525,000,000 shares
authorized,62,919,845 and 62,919,845 shares issued and
outstanding, respectively

62,920


62,920Additional paid in capital

9,946,010


9,926,010Common stock purchase warrants

114,702


114,702Deficit accumulated during development stage

(10,829,314)


(10,528,024)Total Stockholders' Deficit

(705,682)


(424,392)TOTAL LIABILITIES AND STOCKHOLDERS'
DEFICIT
$
621,969

$
669,383See accompanying 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

(January 14, 2005)March 31,

to
March 31,2009

2008

2009REVENUES

$
-

$
-

$
-OPERATING
EXPENSES:Consulting


34,503


205,108


1,674,601General and
administrative


212,311


230,569


2,076,946Professional
fees


14,269


307,833


1,215,795Research,
development and laboratory


506


239,212


1,297,125Salaries and
benefits


-


357,176


1,457,524Stock-based
compensation


-


50,040


1,956,286Total operating
expenses


261,589


1,389,938


9,678,277LOSS FROM
OPERATIONS


(261,589)


(1,389,938)


(9,678,277)OTHER INCOME
(EXPENSE)Interest
income


-


15,993


32,512Interest and
finance charges


(39,701)


(233)


(169,324)Impairment of
intellectual property


-


-


(568,913)Impairment of
tenant improvements


-


-


(383,535)Loss on
disposal of furniture and equipment

-


-


(61,777)Total Other
Income (Expense)


(39,701)


15,760


(1,151,037)LOSS BEFORE
TAXES


(301,290)


(1,374,178)


(10,829,314)INCOME
TAXES


-


-


-NET LOSS

$
(301,290)

$
(1,374,178)

$
(10,829,314)BASIC AND
DILUTED NET LOSSPER COMMON
SHARE

$
(0.005)

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


62,919,845


59,994,262See accompanying notes to the interim consolidated financial
statements


- 5 -


CELLCYTE
GENETICS CORPORATION(a Development
Stage Company)CONSOLIDATED
STATEMENTS OF CASH FLOWS (unaudited)From InceptionFor the Three Months Ended
(January 14, 2005)March 31,

to
March 31,2009

2008

2009CASH FLOWS FROM
OPERATING ACTIVITIES:Net loss

$
(301,290)

$
(1,374,178)

$
(10,829,314)Adjustments to
reconcile net loss to net cash used byoperating
activitiesAmortization of
intellectual property


1,876


10,179


102,255Depreciation of
furniture and equipment


50,884


75,105


394,697Stock-based
compensation


-


50,040


1,956,286Non-cash
services


-


97,801


492,601Non-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


-


-


26,290Loss on
disposal of furniture and equipment


-


-


61,777Decrease
(increase) in assetsPrepaid
expenses and deposits


(2,274)


(178)


(81,172)Increase
(decrease) in liabilitiesAccounts
payable


213,914


(87,042)


1,117,136Deferred
Rent


(38)


-


7,815Accrued
interest


-


-


82,088Accrued
expenses


-


7,010


-Net cash used
by operating activities


(16,928)


(1,221,263)


(5,680,693)CASH FLOWS FROM
INVESTING ACTIVITIES:Intellectual
property acquisition


-


(15,190)


(715,528)Furniture and
Equipment acquisition, net


-


(251,068)


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


-





1,429Net cash used
by investing activities


-


(266,258)


(2,041,169)CASH FLOWS FROM
FINANCING ACTIVITIES:Proceeds from
issuance of convertible notes


20,000


-


971,400Advances from
related party


-


-


103,950Proceeds from
sale of common stock


-


411,438


6,655,888Net cash
provided by financing activities


20,000


411,438


7,731,238Net increase in
cash and cash equivalents


3,072


(1,076,083)


9,376Cash and cash
equivalents, beginning of period


6,304


2,291,457


-Cash and cash
equivalents, end of period

$
9,376

$
1,215,374

$
9,376SUPPLEMENTAL
CASH FLOW DISCLOSURES:Income taxes
paid

$
-

$
-

$
-Interest
paid

$
-

$
-

$
8,381


- 6 -    CELLCYTE
GENETICS CORPORATION (A DEVELOPMENT
STAGE COMPANY) CONDENSED NOTES TO
INTERIM CONSOLIDATED FINANCIAL STATEMENTS March
31, 2009 (unaudited)


NON CASH
INVESTING AND FINANCING ACTIVITIESExpenses paid
by stockholders

$
-

$
-

$
26,290See accompanying notes to the interim consolidated financial
statements


- 7 -    CELLCYTE
GENETICS CORPORATION (A DEVELOPMENT
STAGE COMPANY) CONDENSED NOTES TO
INTERIM CONSOLIDATED FINANCIAL STATEMENTS March
31, 2009 (unaudited)   NOTE
1  DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION CellCyte Genetics Corporation (the Company) is in the
development stage, as defined by Statement of Financial Accounting Standards No.
7, Accounting and Reporting by Development Stage Enterprises ("SFAS No. 7")
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 is 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 operations and placed all of its employees on unpaid leave.  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 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, 2008 included in the Companys Annual
Report on Form 10-K filed with the Securities and Exchange Commission.  The
interim unaudited financial statements should be read in conjunction with those
financial statements included in the Form 10-K.  In the opinion of
Management, all adjustments considered necessary for a fair presentation, which
unless otherwise disclosed herein, consisting primarily of normal recurring
adjustments, have been made. Operating results for the three months ended March
31, 2009 are not necessarily indicative of the results that may be expected for
the year ending December 31, 2009. NOTE 2  INTELLECTUAL PROPERTY As of December 31, 2008, the Company had $70,002 of capitalized
patents and $528,128 of capitalized patents pending. Through March 31, 2009, the
Company did not incur any additional costs for its intellectual property. The
Company amortizes patents (and licenses for the use of patents) over the
remaining life of the patents, which ranges from 7 to 17 years. Intellectual
property at March 31, 2009 and December 31, 2008 is as follows:  - 8 -    CELLCYTE
GENETICS CORPORATION (A DEVELOPMENT
STAGE COMPANY) CONDENSED NOTES TO
INTERIM CONSOLIDATED FINANCIAL STATEMENTS March
31, 2009 (unaudited)     March 31,

December 31,2009

2008Licenses
(VA)

$
-

$
115,000Patents


70,002


70,002Patents
pending (costs to pursue patents on VA license)


-


528,128Accumulated
amortization


(25,642)


(97,982)Impairment
loss


-


(568,913)Licenses
and patents, net

$
44,360

$
46,235 NOTE 3  PROPERTY AND EQUIPMENT As of December 31, 2008, the Company had capitalized a total of
$1,232,112 in computer equipment, laboratory equipment and tenant improvements.
During the three months ended March 31, 2009, there were no additions or
deletions of property and equipment. Property and equipment as of March 31, 2009 and December 31, 2008
are as follows: March 31,

December 31,2009

2008Laboratory
equipment

$
379,014

$
379,014Computer
and office equipment


383,198


383,198Tenant
improvements


-


469,900Accumulated
depreciation


(275,151)


(310,632)Impairment
loss


-


(383,535)Property
and equipment, net

$
487,061

$
537,945 NOTE 4  COMMITMENTS AND CONTINGENCIES Operating Lease On April 20, 2007 the Company entered into a 60 month lease for a
new facility in Bothell, Washington. The lease commencement date of this lease
was February 1, 2008.   Rent and utilities expense relating to the
operating lease was $151,884 for the three months ended March 31, 2009.   - 9 -    CELLCYTE
GENETICS CORPORATION (A DEVELOPMENT
STAGE COMPANY) CONDENSED NOTES TO
INTERIM CONSOLIDATED FINANCIAL STATEMENTS March
31, 2009 (unaudited)    Lease commitment cost for the remaining term of the lease is as
follows: Year

Lease Expense2009
$
366,1312010

366,1312011

366,1312012

366,1312013

30,511Total
$
1,495,035 The Company is currently in default on its facility lease and has
an outstanding lease liability, including operating costs, penalties and
interest in the amount of $441,111. The Company is actively working with the
landlord to renegotiate the lease, and to find qualified subtenants to take over
portions of the facility. As a result of this lease situation, as of December
31, 2008 the Company recorded an impairment loss of $383,535 related to the
carrying value of its tenant improvements. No adjustment has been made to the
carrying value of the Companys other property and equipment related to the
potential abandonment of the facility. Executive Employment Contracts As more fully disclosed in the Companys 2008 annual report on
Form 10K filed with the Securities and Exchange Commission, the Company has
entered into employment agreements with certain of its executive and management
employees. Effective as of July 1, 2008, the Company suspended these agreements.
Each of the agreements will be re-evaluated upon the successful completion of
the Companys fund raising efforts. Legal Fees The Company is currently involved in a stockholder lawsuit, a
dispute with a former employee, and an investigation by the Securities and
Exchange Commission and believes that its insurance coverage is sufficient to
cover the cost of defense. 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 62,919,845 shares of
its common stock at March 31, 2009 and December 31, 2008. During the three month period ended March 31, 2009, the Company
did not issue any additional common stock.  - 10 -    CELLCYTE
GENETICS CORPORATION (A DEVELOPMENT
STAGE COMPANY) CONDENSED NOTES TO
INTERIM CONSOLIDATED FINANCIAL STATEMENTS March
31, 2009 (unaudited)    Common Stock Warrants The Company did not issue any common stock purchase warrants
during the three month period ended March 31, 2009. WarrantsOutstanding

Weighted AverageExercise Price

Weighted AverageRemaining LifeBalance,
December 31, 2007
4,659,225
$
3.00

0.75 yearsWarrants
issued
1,529,365

0.75Warrants
exercised
(401,008)

0.75Warrants
expired
(4,258,217)

0.30Balance,
December 31, 2008
1,529,365

0.75

0.84 yearsWarrants
issued
-

-Warrants
exercised
-

-Warrants
expired
-

-Balance,
 March 31, 2009
1,529,365
$
0.75

0.59 years Common Stock Options The Company did not grant any additional stock options during the
three months ended March 31, 2009. The Companys stock option activity for the three month period
ended March 31, 2009 is as follows: OptionsOutstanding

Weighted AverageExercise Price

Weighted AverageRemaining LifeBalance,
December 31, 2007
2,000,000
$
1.50

7.31 yearsOptions
granted
1,427,000

0.34Options
exercised
-

-Options
cancelled and expired
(1,767,000)

-Balance,
December 31, 2008
1,660,000

1.38

5.59 yearsOptions
granted
-

-  - 11 -    CELLCYTE
GENETICS CORPORATION (A DEVELOPMENT
STAGE COMPANY) CONDENSED NOTES TO
INTERIM CONSOLIDATED FINANCIAL STATEMENTS March
31, 2009 (unaudited)     Options
exercised
-

-Options
cancelled and expired
-

-Balance,
March 31, 2009
1,660,000
$
1.38

5.34 years NOTE 6  BASIC AND DILUTED NET LOSS PER SHARE The Company computes net income (loss) per common share in
accordance with Statement of Financial Accounting Standards No. 128, Earnings
per Share (SFAS No. 128).  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 March 31, 2009 and 2008 are as follows:  2009

2008Stock
options


1,660,000


2,715,000Warrants


1,529,365


5,432,079Convertible
promissory notes


1,000,000


-Common
stock equivalents


4,189,365


8,147,079 NOTE 7  RELATED PARTY TRANSACTIONS During the year ended December 31, 2008, two former officers, Gary
Reys and Dr, Ronald Berninger, advanced funds in the amount of $26,290 for their
legal defense related to the matters discussed in Note 8. In April 2009, Dr.
Berninger advanced an additional $6,465 for his legal defense. Under the
Companys Bylaws, the Company is required to provide for the legal defense of
its officers and directors. Stockholder Convertible Notes Payable In September and October of 2008, a stockholder of the Company
advanced a total of $15,000 to help fund ongoing operations. These advances and
accrued interest in the amount of $1,400 were formalized into a convertible note
payable on November 18, 2008. The note bears interest at 1% per month, has no
set term, and can be converted into the Companys common stock at the rate  - 12 -    CELLCYTE
GENETICS CORPORATION (A DEVELOPMENT
STAGE COMPANY) CONDENSED NOTES TO
INTERIM CONSOLIDATED FINANCIAL STATEMENTS March
31, 2009 (unaudited)    of $.05 per share upon demand. Since the conversion price of the
convertible note was below the Companys market price at the date of the Note,
the Company has estimated the value of the beneficial conversion right to be
$16,400 and has recorded this as a finance charge with an off-set to additional
paid-in-capital. In March 2009, this same stockholder advanced an additional
$20,000 in exchange for a convertible promissory note that bears no interest
rate or set term, and is convertible into 672,000 shares of the Companys common
stock. Since the conversion price of the convertible note was below the
Companys market price at the date of the Note, the Company has estimated the
value of the beneficial conversion right to be $20,000 and has recorded this as
a finance charge with an off-set to additional paid-in-capital. NOTE
8  LEGAL DISPUTES During the year ended December 31, 2008, three stockholder
lawsuits were filed against the Company and its officers 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 has been filed, and the amended consolidated
complaint alleges, inter alia, that the Company, and its officers and
directors filed misleading statements with the Securities and Exchange
Commission regarding the Companys products, and that the Company posted
misleading information regarding an officer on its website.  The lawsuits
claim that investors purchased the Companys stock based on the alleged
misleading statements and seek monetary relief. The lawsuit has not been
certified for class action status as of the date of this report. The Company is
disputing the basis for the lawsuit and intends to vigorously defend against
it.  While the Company does not believe the lawsuit has merit, an adverse
outcome could have a material adverse effect on the Companys financial position
and results of operations. The Company is also currently engaged in a dispute with a former
employee, who resigned in 2007.  The employee is asserting claims
for monetary damages based upon a constructive discharge theory and other
claims.  The employee has been ordered to arbitrate her
claims pursuant to the terms of a contract between the employee and
CellCyte. The Company does not believe that the employee's claims have
merit, nor does it believe that an adverse outcome will have a material adverse
effect on the companys financial position.   The
employee is on notice regarding that which CellCyte deems proprietary
information.  At this time, the Company does not believe that its
intellectual property is imminently threatened.   Should the
Company determine that the employee is trying to operate a new endeavor with
intellectual property that belongs to CellCyte, it will take appropriate
action. Although management currently believes that resolving claims
against the Company, individually or in aggregate, may not have a material
adverse impact on its financial position, its  - 13 -    CELLCYTE
GENETICS CORPORATION (A DEVELOPMENT
STAGE COMPANY) CONDENSED NOTES TO
INTERIM CONSOLIDATED FINANCIAL STATEMENTS March
31, 2009 (unaudited)    results of operations, or its cash flows, these matters are
subject to inherent uncertainties and managements view of these matters may
change in the future. In January 2008, the Securities and Exchange Commission (SEC)
notified the Company that it was commencing an informal non-public inquiry
regarding certain matters related to the Companys filings. The SEC requested
that the Company voluntarily produce documents relating to its investigation. On
May 12, 2008, the Company learned that the informal inquiry commenced by the SEC
had become a formal investigation. The Company believes that the focus of the
formal investigation is substantially the same as the informal inquiry and
intends to continue to fully cooperate with the SEC regarding this matter. The
Company is committed to resolving the issues raised in connection with the
investigation. In May 2009, we reached a tentative agreement with the staff of
the SEC whereby we will enter into a consent decree neither admitting nor
denying any wrongdoing.  Finalization of the consent decree is contingent
upon formal SEC approval. We expect the consent decree to be approved by the SEC
during our third fiscal quarter of 2009, at which time we will be able to
announce the settlement terms. We are committed to resolving the issues raised
in connection with the investigation. However, it is possible that the SEC will
not formally approve the tentative settlement, and that the Company will be
required to litigate with the Commission.  In May 2009, the
landlord of the Companys facility filed a lawsuit claiming unpaid rent.
 The Company intends to defend itself based on a dispute as to the amount
owed.  - 14 -      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 three months ended March
31, 2009 should be read in conjunction with (i) our unaudited interim
consolidated financial statements and related notes for the three months ended
March 31, 2009 included in this Quarterly Report, and (ii) our Annual Report on
Form 10-K for the year ended December 31, 2008, including our annual
audited financial statements set forth therein. Overview We are a biotechnology company involved in research and
development of stem cell enabling therapeutic products and medical devices for
cell expansion and maintenance. Through June 30, 2008, our company was primarily focused on the
development of stem cell targeting technology licensed from the US Department of
Veteran Affairs (the VA) as well as additional development of our patented
bioreactor. See our Annual Report on Form 10-K for the year ended December 31,
2008 for more information. In July 2008, we received new data (previously withheld) from the
Veterans Administration (VA) regarding its stem cell enabling therapeutic
products. Unless we receive additional data from the VA that confirms the VAs
claims regarding the technology that we licensed from the VA, we believe that it
will be necessary to perform a significant amount of additional work to
determine if stem cells injected into animals along with CCG-TH30 or CCG-TH35
will localize in a target organ. We are considering whether to continue internal
research and external collaborations to investigate stem cell targeting. We will
need to raise additional funding in order to conduct such internal testing and
external collaborations.  As it
relates to other aspects of our current business plan, this data has no
scientific impact on our bioreactor device business segment. We intend to focus
our efforts over the next twelve months within the device segment. Plan of Operations Our plan of operations for the next 12 months is to: (a) conduct pre-clinical lab research at a biotechnology research and
development facility in Bothell, WA.; (b) complete the design and sourcing of components to begin small
scale manufacturing of our cell expansion device technology for use in
collaborative research with academic and institutional research
organization.  - 15 -      (c) initiate collaborative research studies for the expansion of cord
blood stem cells, maintenance of islet cells and production of other cell lines
and proteins. (d) renegotiate master space lease with our landlord and identify
qualified subtenants to take over a portion of our facilities. We anticipate that we will incur an aggregate of $1,500,000 in
expenses for the next 12 months as follows: (a) $621,000 for facility and equipment related expenses; (b) $215,000 for pre-clinical work, quality assurance, manufacturing
of biologic material, academic collaborations and further research
collaborations; (c) $128,000 for design and device manufacturing; (d) $160,000 for legal expenses related to intellectual property
prosecution and accounting expenses related to quarterly reviews and annual
audits; (e) $255,000 for salaries and consulting; and (f) $121,000 for general and administrative, travel, conferences and
public relations. During the next 12 months we anticipate that we will generate
minimal non-recoverable engineering (NRE) service revenue and revenue from the
sale and licensing of our incubator and bioreactor device technology.  We
had cash of $9,376 and a working capital deficit of $1,237,103 at March 31,
2009.  We presently do not have sufficient cash to fund our operations, and
have curtailed substantially all activities.  Accordingly, we anticipate
that we will require additional financing to enable us to pay our planned
expenses for the next 12 months and pursue our plan of operations. 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 believe that 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 be in the
form of equity financing from the sale of our common stock. We anticipate retaining the services of independent contractors,
and expect to pay such independent contractors by way of the issuance of stock
compensation, in lieu of cash. 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
business plan going forward.  In the absence of such financing, our
business plan will fail.  Even if we are successful in obtaining equity
financing to fund our business plan, there is no assurance that we will obtain
the funding necessary to pursue our plan over the long-term.  - 16 -      Results
of Operations Three
Months Ended March 31, 2009 Compared to three Months Ended March 31,
2008. The following table sets out our consolidated loss for the periods
indicated: Three
Months EndedMarch 31, 2009
Three
Months Ended March 31, 2008(Unaudited)
(Unaudited)Revenues
$

$ Operating ExpensesConsulting
34,503
205,108General
and administrative
212,311
230,569Professional
fees
14,269
307,833Research,
development and laboratory
506
239,212Salaries
and benefits
-
357,176Stock-based
compensation
-
50,040Other Income
(Expense)
(39,701)
15,760Net Loss
(301,290)
(1,374,178) Revenues We have had no operating revenues since our inception on
January 14, 2005 to March 31, 2009.  We anticipate that we will not
generate any revenues for so long as we are a development stage company. Consulting
Fees In the three months ended March 31, 2009, consulting fees
decreased to $34,503, compared to $205,108 for the same period of 2008,
primarily due to the curtailment of nearly all activities. General
and Administrative Expenses Our general and administrative expenses in the three months ended
March 31, 2009 decreased to $212,311 from $230,569 for the same period of 2008,
primarily as a result of the curtailment of nearly all activities. In 2009,
general and administrative expenses consist primarily of lease costs. Professional
Fees In the three months ended March 31, 2009, we incurred professional
fees of $14,269, compared to $307,833 for the same period of 2008. The decrease
is primarily related to the curtailment of nearly all activities.  - 17 -      Research,
Development and Laboratory Expenses In the three months ended March 31, 2009, we incurred research,
development and laboratory expenses of $506, compared to $239,212 for the same
period of 2008. The decrease was primarily due to the curtailment of nearly all
activities. Salaries
and Benefits In the three months ended March 31, 2009, we paid no salaries and
benefits to our directors, officers and employees, compared to $357,176 for the
same period of 2008, due to the curtailment of nearly all activities. Stock-Based
Compensation In the three months ended March 31, 2009, we incurred no
stock-based compensation expenses.  In the three months ended March 31,
2008, we incurred stock-based compensation expenses of $50,040 in connection
with the compensation of our officers and employees. Net
Loss As a result of the above, our net loss for the three months ended
March 31, 2009 was $301,290, compared to $1,374,178 for the same period of
2008. Liquidity and Capital Resources As of March 31, 2009, we had cash in the amount of $9,376 and a
working capital deficit of $1,237,103.  Our planned expenditures over the
next 12 months are expected to amount to approximately $1,500,000 and will
exceed our cash reserves and working capital.  We presently do not have
sufficient cash to fund our operations and have curtailed significantly all
activities.  We anticipate that we will require additional financing in
order to pursue our plan of operations for the next 12 months.  There can
be no assurance that we will obtain any additional financing in the amounts
required or on terms favorable to us.  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 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 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 equity
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 three months ended March
31, 2009 was $16,928, compared to $1,221,263 for the same period of 2008.
 In 2009, operating activities used cash  - 18 -      primarily for maintenance of our facility and payment to our
outside auditors. In 2008, cash was used in general operations. We anticipate
that cash used in operating activities will be limited over the balance of 2009
as we move forward with limited operations and respond to certain lawsuits.
 We have funded our operations primarily from the issuance of our common
stock, and expect to continue efforts to raise additional capital through the
sale of stock. Cash
Used In Investing Activities In the three months ended March 31, 2009, investing activities
used cash of $Nil, compared to $266,258 for the same period of 2008. In 2008 we
invested in the acquisition of intellectual property and the purchase of
furniture and lab and office equipment for our facility. Cash
Provided By Financing Activities We have funded our business to date primarily from sales of our
common stock and issuance of convertible promissory notes.  In the three
months ended March 31, 2009, we raised proceeds of $20,000, compared to $411,438
for the same period of 2008, from the sale of our common stock. Going
Concern As shown in the accompanying financial statements and more fully
detailed in our 2008 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  - 19 -      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 Statement of Financial Accounting
Standards No. 109, Accounting for Income Taxes (SFAS No. 109), 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 provisions of SFAS No. 109 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 under the recognition and
measurement principles of the revised statement to Statement of Financial
Accounting Standards No. 123 (R), Share-Based Payments (SFAS No. 123
(R)). Accordingly, compensation cost has been recognized using the fair value
method and expected term accrual requirements as prescribed in SFAS No. 123 (R).  - 20 -      We did not record any stock-based compensation expense during the
three months ended March 31, 2009. Recent Accounting Pronouncements Effective January 1, 2008, we adopted Statement of Financial
Accounting Standards No. 157, Fair Value Measurements ("SFAS 157"). In
February 2008, the FASB issued Staff Position No. 157-2, Effective Date of FASB
Statement No. 157 ("FSP 157-2"), which delayed the effective  date of SFAS
157 for  certain  nonfinancial  assets and  liabilities,
including  fair value  measurements  under SFAS No. 141R and SFAS
142, to fiscal years  beginning  after  November 15, 2008. SFAS
157  defines  fair  value, establishes  a  framework
 for  measuring  fair  value  in  generally
  accepted accounting  principles,  and expands
 disclosures about fair value measurements. Fair  value is
 defined  under  SFAS 157 as the  exchange  price
 that  would be received  for an asset or paid to  transfer
a  liability  (an exit price) in the principal or most
 advantageous  market for the asset or liability in an orderly
transaction  between market  participants  on the
 measurement  date.  Valuation techniques used to measure fair
value under SFAS 157 must maximize the use of observable inputs and minimize the
use of unobservable inputs.  The Standard describes a fair value hierarchy
based on the following three levels of inputs, of which the first two are
considered observable and the last unobservable, that may be used to measure
fair value:  · Level 1 - Quoted prices in active markets for identical assets or
liabilities. · Level 2 -  Inputs  other  than  Level 1 that
 are  observable,  either directly or  indirectly,
 such as quoted prices for similar  assets or liabilities;
 quoted  prices in markets that are not active;  or other inputs
that are observable or can be corroborated by observable market data for
substantially the full term of the assets or liabilities. · Level 3 -  Unobservable  inputs  that are
 supported  by  little or no market  activity  and that
are  significant  to the fair  value of the assets or
liabilities.  As of
December 31, 2008, we did not hold any assets or liabilities that are required
to be measured at fair value on a recurring basis, and therefore the adoption of
the respective provisions of SFAS 157 did not have an impact on our consolidated
financial statements. On January 1, 2009, we adopted the previously deferred
provisions of SFAS 157 for nonfinancial assets and liabilities recorded at fair
value, as required.  Management does not believe that the adoption of these
provisions will have a material effect on our consolidated financial statements
for the current year. In December 2007, the Financial Accounting Standards Board
(FASB) issued Statement of Financial Accounting Standards No. 141 (Revised
2007), Business Combinations (SFAS No. 141R). SFAS No. 141R will change the
accounting for business combinations. Under SFAS No. 141R, an acquiring entity
will be required to recognize all the assets acquired and liabilities assumed in
a transaction at the acquisition-date fair value with limited exceptions. SFAS
No. 141R will also change the accounting treatment and disclosure for certain
specific items in a business combination. SFAS No. 141R applies prospectively to
business combinations for which the acquisition date is on or after the
beginning of the entitys first annual reporting period beginning on or after
December 15, 2008. We have not determined the effect that adopting this
Statement will have on our financial position or results of operations.  - 21 -      In December 2007, the FASB issued Statement of Financial
Accounting Standards No. 160, "Noncontrolling Interest in Consolidated Financial
Statements, an Amendment of ARB No. 51" ("SFAS No. 160"), which will change the
accounting and reporting for minority interests, which will be recharacterized
as noncontrolling interests and classified as a component of equity within the
consolidated balance sheets. SFAS No. 160 is effective as of the beginning of an
entitys first fiscal year beginning on or after December 15, 2008. Earlier
adoption is prohibited. Management has not determined the effect that adopting
this Statement would have on our financial position or results of
operations. On March 19, 2008, the FASB announced the issuance of Statement of
Financial Accounting Standards No. 161, Disclosures about Derivative
Instruments and Hedging Activities (SFAS No. 161). SFAS No. 161 amends
Statement of Financial Accounting Standards No. 133, Accounting for Derivative
Instruments and Hedging Activities (SFAS No. 133) and was issued in response
to concerns and criticisms about the lack of adequate disclosure of derivative
instruments and hedging activities. SFAS No. 161 is focused on requiring
enhanced disclosure on 1) how and why an entity uses derivative instruments and
hedging activities; 2) how derivative instruments and related hedging activities
are accounted for under SFAS No. 133; and 3) how derivative instruments and
related hedging activities affect an entitys cash flows, financial position and
performance. To accomplish the three objectives listed above, SFAS No. 161
requires: 1) qualitative disclosures regarding the objectives and strategies for
using derivative instruments and engaging in hedging activities in the context
of an entitys overall risk exposure; 2) quantitative disclosures in tabular
format of the fair values of derivative instruments and their gains and losses;
and 3) disclosures about credit-risk related contingent features in derivative
instruments. SFAS No. 161 is effective for financial statements issued for
fiscal years and interim periods beginning after November 15, 2008.
 Management has not determined the effect that adopting this Statement
would have on our financial position or results of operations.  In May
2008, the FASB issued Statement of Financial Accounting Standards No. 162,
"The Hierarchy of Generally Accepted Accounting Principles" ("SFAS No.
162").  SFAS No. 162 identifies the sources of accounting
principles and the framework for selecting the principles used in the
preparation of financial statements of nongovernmental entities that are
presented in conformity with generally accepted accounting principles (the
GAAP hierarchy).  SFAS No. 162 will become effective 60 days
following the SEC's approval of the Public Company Accounting Oversight Board
amendments to AU Section 411, "The Meaning of Present Fairly in
Conformity With Generally Accepted Accounting Principles."  We do not
expect the adoption of SFAS No. 162 to have a material effect on our
consolidated financial position, results of operations or cash flows. Item
3. Quantitative
and Qualitative Disclosures About Market Risk. Not
Applicable.   - 22 -      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 March 31, 2009.  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 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 certain changes and deficiencies in our internal
control over financial reporting (as defined in Rule 13a-15(d) under the
Exchange Act) during the quarter ended March 31, 2009 that may  materially
affect, or is reasonably likely to materially affect, our internal control over
financial reporting. These changes included the lack of a full-time dedicated
accountant, the suspension of most of the Companys operations, and the
appointment of the Audit Committee Chairman, previously an independent director,
as the Interim Principal Executive Officer.  __________   - 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 has been filed and the amended
consolidated complaint alleges, inter alia, that we and our officers and
directors filed misleading statements with the Securities and Exchange
Commission regarding our products, and that we posted misleading information
regarding an officer on our website.  The lawsuits claim that investors
purchased our stock based on the alleged misleading statements and seek monetary
relief. The lawsuit has not been certified for class action status as of the
date of this report. We are disputing the basis for the lawsuit and intend to
vigorously defend against it.  While we do not believe the lawsuit has
merit, an adverse outcome could have a material adverse effect on our financial
position and results of operations. We are also currently engaged in a dispute with a former employee,
who voluntarily resigned in 2007.  The former employee had signed an
employment agreement with us which contains certain restrictions on their
conduct after termination of employment.  The former employee is claiming
to have been misled into signing the agreement and is seeking monetary damages
for constructive discharge and relief from the terms of the employment contract,
which we are disputing.  We believe we have valid claims against the former
employee for breach of the agreement, among other things, and are seeking
injunctive and other monetary relief.  We do not believe that an adverse
outcome will have a material adverse effect on our financial position. In January 2008, the Securities and Exchange Commission (SEC)
notified us that it was commencing an informal non-public inquiry regarding
certain matters related to our filings. The SEC requested that we voluntarily
produce documents relating to its investigation. On May 12, 2008, we learned
that the informal inquiry commenced by the SEC had become a formal
investigation. We believe that the focus of the formal investigation is
substantially the same as the informal inquiry and intend to continue to fully
cooperate with the SEC regarding this matter. In May 2009, we reached a tentative agreement with the staff of
the SEC whereby we will enter into a consent decree neither admitting nor
denying any wrongdoing.  Finalization of the consent decree is contingent
upon formal SEC approval. We expect the consent decree to be approved by the SEC
during our third fiscal quarter of 2009, at which time we will be able to
announce the settlement terms. We are committed to resolving the issues raised
in connection with the investigation. In May 2009, the landlord of our facilities filed a lawsuit
claiming unpaid rent.  We intend to defend ourselves based on a dispute as
to the amount owed. There can be no assurance that we will be successful in defending
against any of these proceedings or that all of our costs will be covered under
our insurance policies. In addition, it is  - 24 -      possible that the SEC will not formally approve the tentative
agreement, and that we will be required to litigate with the Commission. Item 1A. Risk Factors Not Applicable.  Item
2. Unregistered
Sales of Equity Securities  During the three months ended March 31, 2009, we did not issue any
securities. Item 3. Defaults Upon Senior Securities None.  Item
4. Submission
of Matters to a Vote of Security Holders None.  Item
5. Other
Information None.  Item
6. Exhibits 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.  - 25 -       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. __________      - 26 -      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:
 May 19, 2009.
Per:
/s/
John M. Fluke, Jr.
John
M. Fluke, Jr.
Interim
Principal Executive Officer __________