UNITED STATES SECURITIES AND EXCHANGE
COMMISSIONWashington, D.C. 20549   FORM 10-Q   x Quarterly Report Pursuant to Section
13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period
ended June 30, 2009 o 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) 519-3659(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.  x
Yes   o  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).
 o Yes   x No    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 x     Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act).  oYes    x  No Indicate the number of shares outstanding of each of the issuers
classes of common equity, as of the latest practicable date.
  67,646,216 shares of common stock outstanding as of August 18,
2009.  - - 2 - -      CELLCYTE GENETICS CORPORATION  Quarterly Report On Form 10-Q For
The Quarterly Period Ended June 30, 2009 FORWARD-LOOKING STATEMENTS This Form 10-Q for the quarterly period ended June 30, 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 June 30, 2009 and
December 31, 2008:
3Interim Consolidated Statements of Operations for the Six
Months and Three Months ended June 30, 2009 and 2008 and for the period
from January 14, 2005 (Date of Inception) to June 30, 2009:
4Interim Consolidated Statements of Cash Flows for the Six
Months ended June 30, 2009 and 2008 and for the period from
January 14, 2005 (Date of Inception) to June 30, 2009:
5Condensed Notes to Interim Consolidated Financial
Statements:
6 __________   - 3 -       CELLCYTE
GENETICS CORPORATION(a
Development Stage Company)CONSOLIDATED
BALANCE SHEETSJune 30,

December 31,2009

2008(Unaudited)ASSETSCURRENT
ASSETSCash and cash
equivalents
$
923

$
6,304Prepaid
expenses, deposits and other assets

136,884


78,898Total Current
Assets

137,807


85,202OTHER
ASSETSFurniture and
Equipment, net

435,574


537,945Intellectual
property, net

42,484


46,236Total Other
Assets

478,058


584,181TOTAL
ASSETS
$
615,865

$
669,383LIABILITIES
AND STOCKHOLDERS' DEFICITCURRENT
LIABILITIESAccounts
payable
$
1,184,125

$
935,283Note
payable

16,124


-Due to related
parties

148,137


134,239Deferred
rent

-


7,853Convertible
notes payable to related party

-


16,400Total Current
Liabilities

1,348,386


1,093,775COMMITMENTS AND
CONTINGENCIES

-


-STOCKHOLDERS'
DEFICITCommon stock,
$0.001 par value; 525,000,000 shares authorized,67,646,216 and
62,919,845 shares issued and outstanding, respectively

67,647


62,920Additional paid
in capital

10,361,985


9,926,010Common stock
purchase warrants

114,702


114,702Deficit
accumulated during development stage

(11,276,855)


(10,528,024)Total
Stockholders' Deficit

(732,521)


(424,392)TOTAL
LIABILITIES AND STOCKHOLDERS' DEFICIT
$
615,865

$
669,383See 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 Six Months Ended

(January 14, 2005)June
30,

June
30,

to
June 30,2009

2008

2009

2008

2009REVENUES


$
-

$
-

$
-

$
-

$
-OPERATING
EXPENSES:Consulting



2,525


444,251


37,028


649,359


1,677,126General and
administrative



121,712


342,879


334,023


573,448


2,198,658Professional
fees



145,451


502,884


159,720


810,717


1,361,246Research,
development and laboratory



-


289,621


506


528,833


1,297,125Salaries and
benefits



-


271,157


-


628,333


1,457,524Stock-based
compensation



154,667


99,348


154,667


149,388


2,110,953Total Operating
Expenses



424,355


1,950,140


685,944


3,340,078


10,102,632-LOSS FROM
OPERATIONS



(424,355)


(1,950,140)


(685,944)


(3,340,078)


(10,102,632)OTHER INCOME
(EXPENSE)Interest
income



-


3,595


-


19,588


32,512Interest and
finance charges



(23,186)


(82)


(62,887)


(315)


(192,510)Impairment of
intellectual property



-





-


-


(568,913)Impairment of
tenant improvements



-





-


-


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


-


(55,538)


-


(55,538)


(61,777)Total Other
Income (Expense)



(23,186)


(52,025)


(62,887)


(36,265)


(1,174,223)LOSS BEFORE
TAXES



(447,541)


(2,002,165)


(748,831)


(3,376,343)


(11,276,855)INCOME
TAXES



-


-


-


-


-NET LOSS


$
(447,541)

$
(2,002,165)

$
(748,831)

$
(3,376,343)

$
(11,276,855)BASIC AND DILUTED
NET LOSSPER COMMON
SHARE


$
(0.01)

$
(0.03)

$
(0.01)

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



64,151,326


61,237,593


63,538,987


60,615,927See
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 Six Months Ended

(January 14, 2005)June 30,

to
June 30,2009

2008

2009CASH FLOWS FROM
OPERATING ACTIVITIES:Net loss

$
(748,831)

$
(3,376,343)

$
(11,276,855)Adjustments to
reconcile net loss to net cash used byoperating
activitiesAmortization of
intellectual property


3,752


21,198


104,131Depreciation of
furniture and equipment


101,771


150,713


445,584Stock based
compensation


154,667


149,388


2,110,953Non-cash
services


229,635


472,601


722,236Accounts payable
paid with common stock


69,755


-


69,755Non-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


-


32,755Loss on disposal
of furniture and equipment


-


55,538


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


(62,689)


(27,579)


(141,587)Increase
(decrease) in liabilitiesAccounts
payable


179,087


154,619


1,082,309Deferred
rent


(7,853)


-


-Accrued
interest


-


-


82,088Accrued
expenses


16,124


(4,380)


16,124Net cash used by
operating activities


(38,117)


(2,404,245)


(5,701,882)CASH FLOWS FROM
INVESTING ACTIVITIES:Intellectual
property acquisition


-


(64,200)


(715,528)Furniture and
equipment acquisiton, net


600


(291,653)


(1,326,470)Cash acquired on
reverse acquistion


-


-


1,429Net cash used by
investing activities


600


(355,853)


(2,040,569)CASH FLOWS FROM
FINANCING ACTIVITIES:Proceeds from
issuance of convertible notes


20,000


-


971,400Advances from
related party


7,433


-


111,383Payments on note
payable


4,703


-


4,703Proceeds from
sale of common stock


-


683,938


6,655,888Net cash
provided by financing activities


32,136


683,938


7,743,374Net increase in
cash and cash equivalents


(5,381)


(2,076,160)


923Cash and cash
equivalents, beginning of period


6,304


2,291,457


-Cash and cash
equivalents, end of period

$
923

$
215,297

$
923SUPPLEMENTAL
CASH FLOW DISCLOSURES:Income taxes
paid

$
-

$
-

$
-Interest
paid

$
-

$
-

$
8,381NON CASH
INVESTING AND FINANCING ACTIVITESExpenses paid by
stockholders

$
6,465

$
-

$
6,465Issuance of
common stock for accounts payable

$
69,755

$
-

$
69,755Note payable to
related party converted to common stock
$
36,400




$
36,400Issuance of note
for insurance

$
20,625

$
-

$
20,625See
accompanying condensed notes to the interim consolidated financial
statements


- 6 -    CELLCYTE
GENETICS CORPORATION (A DEVELOPMENT
STAGE COMPANY) CONDENSED NOTES TO
INTERIM CONSOLIDATED FINANCIAL STATEMENTS June
30, 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 instructions 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 on May 19,
2009.  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 six
months ended June 30, 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. Capitalized licenses of $115,000 and capitalized patents pending of
$528,128 were considered to be impaired and were written off as of December 31,
2008. Through June 30, 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.   - 7 -      Intellectual property at June 30, 2009 and December 31, 2008 is as
follows: June 30,

December 31,2009

2008Licenses
(VA)

$
-

$
115,000Patents


70,002


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


-


528,128Accumulated
amortization


(27,518)


(97,982)Impairment
loss


-


(568,913)Licenses
and patents, net

$
42,484

$
46,235 NOTE 3  PROPERTY AND EQUIPMENT As of December 31, 2008, the Company had capitalized a total of
$762,212 in computer and laboratory equipment. Due to the uncertainty regarding
the final outcome of the Companys lease negotiations, all tenant improvements
were considered impaired and written off as of December 31, 2008. During the six
months ended June 30, 2009, the Company sold computer equipment for $600, which
equalled its carrying value. Property and equipment as of June 30, 2009 and December 31, 2008
are as follows: June 30,

December 31,2009

2008Laboratory
equipment

$
379,014

$
379,014Computer
and office equipment


380,784


383,198Tenant
improvements


-


469,900Accumulated
depreciation


(324,224)


(310,632)Impairment
loss


-


(383,535)Property
and equipment, net

$
435,574

$
537,945 As further discussed in Note 4, the Company has agreed to exchange
furniture with an original cost of $246,869 and a net-book-value of $121,758 at
June 30, 2009, as partial settlement of its past due lease obligations. This
settlement became effective on August 14, 2009. 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 $206,719 for the six months ended June 30, 2009.  - 8 -      At June 30, 2009, the Company was in default on its facility lease
and had an outstanding lease liability, including operating costs, penalties and
interest in the amount of $520,788, which is included in accounts payable at
June 30, 2009. 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,
and after set-off of prepaid rent in the amount of $69,616, which is included in
prepaid expenses on the Companys balance sheet at June 30, 2009. The promissory
note bears interest at the annual rate of 12%, requires a payment of $25,000
prior to December 1, 2009, and has monthly payments of $5,000 commencing January
1, 2010. The initial $25,000 payment is personally guaranteed by two of the
Companys directors, and the note is further collateralized by all of the
remaining assets of the Company. Through June 30, 2009, no adjustment has been
made to the carrying value of the Companys prepaid expenses or other property
and equipment related to the 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. 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. While the Company believes that its insurance coverage is
sufficient to cover the current estimated cost of its defense, there is no
assurance that the insurance coverage will be sufficient if the legal
proceedings extend beyond the current settlement efforts. 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 67,646,216 and
62,919,845 shares of its common stock at June 30, 2009 and December 31, 2008,
respectively.  During the six month period ended June 30, 2009, the Company
issued common shares as follows: · 592,742 shares of common stock to a director for past director
fees with an estimated fair value of $36,750. · 868,768 shares of common stock to its acting Chief Financial
Officer for services provided with an estimated fair value of $53,864.  - 9 -      · 2,264,861 shares of common stock to its consultants and
contractors for services provided with an estimated fair value of $139,021. · 1,000,000 shares of common stock in the conversion of a
convertible promissory note to a related party in the amount of $36,400. Common Stock Warrants The Company did not issue any common stock purchase warrants
during the six month period ended June 30, 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,
 June 30, 2009
1,529,365
$
0.75

0.34 years Common Stock Options The Company granted stock options for 14,010,000 shares of its
common stock to its directors, contractors and consultants during the six months
ended June 30, 2009. The weighted-average fair value of the stock options granted
during the period was estimated to be $0.05 per share for a total fair value of
$700,500, and was determined using the Black-Scholes option pricing model using
the following weighted-average assumptions: expected option life of 5.00 years;
risk-free interest rate of 2.05%; dividend yield of 0%; and expected volatility
of 137%. Certain of these options are subject to vesting conditions and, as of
June 30, 2009, the Company had recorded stock based compensation of $154,667 in
connection with the vesting of these options leaving $545,833 to be expensed on
future vesting. The Companys stock option activity for the six month period ended
June 30, 2009 is as follows:  - 10 -       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
14,010,000

0.07

4.92 yearsOptions
exercised
-

-Options
cancelled and expired
-

-Balance,
June 30, 2009
15,670,000
$
0.21

4.99 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 June 30, 2009 and 2008 are as follows:  2009

2008Stock
options


15,670,000


3,427,000Warrants


1,529,365


6,522,079Common
stock equivalents


17,199,365


9,949,079 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  - 11 -      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. During April, May and June 2009, two board members advanced a
total of $7,433 to the Company to pay for certain operating costs. These
advances were paid back in July 2009 from the proceeds of a legal expense refund
(Note 10). 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 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. Effective June 26, 2009, the stockholder converted these
promissory notes into 1,000,000 shares of the Companys common stock. 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, and that the Company posted misleading information 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 October of 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  - 12 -      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, will not have a material
adverse impact on its financial position, its 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 will 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, the Company entered into a consent decree with the
enforcement division of the SEC, neither admitting nor denying any wrongdoing.
 The consent decree has been submitted to the SEC for formal acceptance.  In May
2009, the landlord of the Companys facility filed a lawsuit claiming unpaid
rent.  On August 14, 2009, the Company entered into a lease termination
agreement with its landlord, whereby the landlord dropped its suit against the
Company in exchange for a promissory note and other concessions. NOTE 9  RECENT ACCOUNTING PRONOUNCEMENTS In May 2009, the FASB issued Statement of Financial
Accounting Standards (SFAS) No. 165, Subsequent Events (SFAS
No. 165), which establishes the accounting for and disclosure of events
that occur after the balance sheet date but before financial statements are
issued or are available to be issued. It requires the Company to disclose the
date through which subsequent events have been evaluated, as well as whether
that date is the date the financial statements were issued or the date the
financial statements were available to be issued. The Company adopted SFAS
No. 165 during the second quarter.  There was no material impact on
the Companys financial statements. In June 2009, the Financial Accounting Standards Board (FASB)
issued SFAS No. 168, The FASB Accounting Standards Codification and the
Hierarchy of Generally Accepted Accounting Principles  A Replacement of FASB
Statement No. 162 (SFAS 168). SFAS 168 establishes the FASB
Accounting Standards CodificationTM(the Codification) as the single
source of authoritative U.S. generally accepted accounting principles (U.S.
GAAP) recognized by the FASB to be applied by nongovernmental entities.
Rules and interpretive releases of the SEC  - 13 -      under authority of federal securities laws are also sources of
authoritative U.S. GAAP for SEC registrants. SFAS 168 and the Codification are
effective for financial statements issued for interim and annual periods ending
after September 15, 2009. When effective, the Codification will supersede
all existing non-SEC accounting and reporting standards. All other
non-grandfathered non-SEC accounting literature not included in the Codification
will become nonauthoritative. Following SFAS 168, the FASB will not issue new
standards in the form of Statements, FASB Staff Positions, or Emerging Issues
Task Force Abstracts. Instead, the FASB will issue Accounting Standards Updates,
which will serve only to: (a) update the Codification; (b) provide
background information about the guidance; and (c) provide the bases for
conclusions on the change(s) in the Codification. The adoption of SFAS 168
will not have a material impact on the Companys consolidated financial
statements. NOTE 10  SUBSEQUENT EVENTS In
July 2009, the Company received a refund of approximately $46,000 from its
D&O insurance provider related to legal fees it had advanced to its
attorneys in 2008.  Effective August 14, 2009, the Company entered into a lease
termination agreement with its landlord which effectively terminated the lease
as of May 31, 2009. 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, and after set-off of prepaid
rent in the amount of $69,616, which is included in prepaid expenses on the
Companys balance sheet at June 30, 2009. The promissory note bears interest at
the annual rate of 12%, requires a payment of $25,000 prior to December 1, 2009,
and has monthly payments of $5,000 commencing January 1, 2010. The initial
$25,000 payment is personally guaranteed by two of the Companys directors, and
the note is further collateralized by all of the remaining assets of the
Company.  In July
2009, the Company entered into an agreement with a law firm to represent it in
its negotiations with its landlord. As a part of this agreement, the Company
issued the law firm a warrant for 769,230 shares of common stock with an
exercise price of $0.065 per share.  The
Company has evaluated all other subsequent events through August 18, 2009, the
date of this filing, and determined there are no material recognized or
unrecognized subsequent events.     - 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 six months and three months
ended June 30, 2009, should be read in conjunction with (i) our unaudited
interim consolidated financial statements and related notes for the six months
ended June 30, 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 or consequential adverse economic 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) finalize our Interim Operating Plan and formalize contracts with
our scientists and manufacturing consultants. (b) conduct pre-clinical lab research at a biotechnology research and
development facility in Bothell, WA..  - 15 -      (c) 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
organizations.. (d) initiate collaborative demonstrations of our bioreactor product
with independent research laboratories that require the expansion of cord blood
stem cells, maintenance of islet cells and production of other cell lines and
proteins. (e) Locate and occupy new office, lab and manufacturing space required
to execute our Interim Operating Plan.  We anticipate that we will incur an aggregate of $1,000,000 in
expenses for the next 12 months as follows: (a) $121,000 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, facility lease negotiation, 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 $923 and a working capital deficit of $1,246,979 at June 30, 2009.
 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 issuances of S-8 registered
shares 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 for the next 12 months and pursue our plan of operations.  - 16 -      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 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 promissory notes and equity financing from
the sale of our common stock. 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.  In the absence of such
financing, our business plan will fail. Results
of Operations Three
Months Ended June 30, 2009 Compared to the Three Months Ended June 30,
2008. The following table sets out our consolidated net loss for the
periods indicated: Three
Months EndedJune 30, 2009
Three
Months Ended June 30, 2008(Unaudited)
(Unaudited)Revenues
$

$ Operating ExpensesConsulting
2,525
444,251General
and administrative
121,712
342,879Professional
fees
145,451
502,884Research,
development and laboratory
-
289,621Salaries
and benefits
-
271,157Stock-based
compensation
154,667
99,348Other Income
(Expense)
(23,186)
(52,025)Net Loss
(447,541)
(2,002,165) Revenues We have had no operating revenues since our inception on
January 14, 2005 to June 30, 2009.  We anticipate that we will not
generate any revenues for so long as we are a development stage company.  - 17 -      Consulting
Fees In the three months ended June 30, 2009, consulting fees decreased
to $2,525, compared to $444,251 for the same period of 2008, primarily due to
the curtailment of nearly all activities in 2009. General
and Administrative Expenses Our general and administrative expenses in the three months ended
June 30, 2009 decreased to $121,712 from $342,879 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 June 30, 2009, we incurred professional
fees of $145,451, compared to $502,884 for the same period of 2008. The decrease
is primarily related to the curtailment of nearly all activities. Research,
Development and Laboratory Expenses In the three months ended June 30, 2009, we incurred no research,
development and laboratory expenses, compared to $289,621 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 June 30, 2009, we paid no salaries and
benefits to our directors, officers and employees, compared to $271,157 for the
same period of 2008, due to the curtailment of nearly all activities. Stock-Based
Compensation In the three months ended June 30, 2009, we incurred stock-based
compensation expenses of $154,667 in connection with the compensation of our
directors, consultants and contractors.  In the three months ended June 30,
2008, we incurred stock-based compensation expenses of $99,348 in connection
with the compensation of our officers, employees and consultants. Net
Loss As a result of the above, our net loss for the three months ended
June 30, 2009 was $447,541, compared to $2,002,165 for the same period of
2008. Six
Months Ended June 30, 2009 Compared to Six Months Ended June 30,
2008. The following table sets out our consolidated net loss for the
periods indicated:  - 18 -       Six Months
EndedJune 30, 2009
Six Months
Ended June 30, 2008(Unaudited)
(Unaudited)Revenues
$

$ Operating ExpensesConsulting
37,028
649,359General
and administrative
334,023
573,448Professional
fees
159,720
810,717Research,
development and laboratory
506
528,833Salaries
and benefits
-
628,333Stock-based
compensation
154,667
149,388Other Income
(Expense)
(62,887)
(36,265)Net Loss
(748,831)
(3,376,343) Revenues We have had no operating revenues since our inception on
January 14, 2005 to June 30, 2009.  We anticipate that we will not
generate any revenues for so long as we are a development stage company. Consulting
Fees In the six months ended June 30, 2009, consulting fees decreased
to $37,028, compared to $649,359 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 six months ended
June 30, 2009 decreased to $334,023 from $573,448 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 six months ended June 30, 2009, we incurred professional
fees of $159,720, compared to $810,717 for the same period of 2008. The decrease
is primarily related to the curtailment of nearly all activities. Research,
Development and Laboratory Expenses In the six months ended June 30, 2009, we incurred research,
development and laboratory expenses of $506, compared to $528,833 for the same
period of 2008. The decrease was primarily due to the curtailment of nearly all
activities.  - 19 -      Salaries
and Benefits In the six months ended June 30, 2009, we paid no salaries and
benefits to our directors, officers and employees, compared to $628,333 for the
same period of 2008, due to the curtailment of nearly all activities. Stock-Based
Compensation In the six months ended June 30, 2009, we incurred stock-based
compensation expenses of 154,667 in connection with the compensation of our
directors, consultants and contractors.  In the six months ended June 30,
2008, we incurred stock-based compensation expenses of $149,388 in connection
with the compensation of our officers, employees and consultants. Net
Loss As a result of the above, our net loss for the six months ended
June 30, 2009 was $748,831, compared to $3,376,343 for the same period of
2008. Liquidity and Capital Resources As of June 30, 2009, we had cash in the amount of $923 and a
working capital deficit of $1,246,979.  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 significantly 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 issuances of S-8 registered
shares 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 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 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.  - 20 -      Cash
Used in Operating Activities Cash used in operating activities in the six months ended June 30,
2009 was $38,117, compared to $2,404,245 for the same period of 2008.  In
2009, operating activities used cash primarily for insurance 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 six months ended June 30, 2009, investing activities
provided cash of $600, compared to using cash in the amount of $355,853 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 six
months ended June 30, 2009, we raised proceeds of $32,136, compared to $683,938
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.  - 21 -      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 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.  - 22 -      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).
We recorded stock-based compensation expense in the amount of $154,667 during
the six months ended June 30, 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  - 23 -      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. 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.  - 24 -      In May 2009, the FASB issued Statement of Financial
Accounting Standards (SFAS) No. 165, Subsequent Events (SFAS
No. 165), which establishes the accounting for and disclosure of events
that occur after the balance sheet date but before financial statements are
issued or are available to be issued. It requires the Company to disclose the
date through which subsequent events have been evaluated, as well as whether
that date is the date the financial statements were issued or the date the
financial statements were available to be issued. We adopted SFAS No. 165
during the second quarter.  There was no material impact on our financial
statements. In
June 2009, the Financial Accounting Standards Board (FASB) issued SFAS
No. 168, The FASB Accounting Standards Codification and the Hierarchy of
Generally Accepted Accounting Principles  A Replacement of FASB Statement
No. 162 (SFAS 168). SFAS 168 establishes the FASB Accounting
Standards CodificationTM(the Codification) as the single source of
authoritative U.S. generally accepted accounting principles (U.S. GAAP)
recognized by the FASB to be applied by nongovernmental entities. Rules and
interpretive releases of the SEC under authority of federal securities laws are
also sources of authoritative U.S. GAAP for SEC registrants. SFAS 168 and the
Codification are effective for financial statements issued for interim and
annual periods ending after September 15, 2009. When effective, the
Codification will supersede all existing non-SEC accounting and reporting
standards. All other non-grandfathered non-SEC accounting literature not
included in the Codification will become nonauthoritative. Following SFAS 168,
the FASB will not issue new standards in the form of Statements, FASB Staff
Positions, or Emerging Issues Task Force Abstracts. Instead, the FASB will issue
Accounting Standards Updates, which will serve only to: (a) update the
Codification; (b) provide background information about the guidance; and
(c) provide the bases for conclusions on the change(s) in the
Codification. The adoption of SFAS 168 will not have a material impact on our
consolidated financial statements.  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 Interim 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 June 30, 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 Interim 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.  - 25 -      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 June 30, 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
conversion of the accounting system to a less sophisticated system that may not
have adequate audit controls built-in.  __________   - 26 -      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, and that we posted misleading information 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 October 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 intend to continue to fully cooperate with the SEC regarding
this matter. In May 2009, we entered into a consent decree with the enforcement
division of the SEC neither admitting nor denying any wrongdoing.  The
consent decree has been submitted to the SEC for formal acceptance. In May 2009, the landlord of our facility filed a lawsuit
claiming unpaid rent.  On August 14, 2009, we entered into a lease
termination agreement with our landlord, whereby the landlord dropped its suit
against the Company in exchange for a promissory note and other concessions. 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 possible that the SEC will not
formally approve the consent decree, and that we will be required to litigate
with the Commission.  - 27 -      Item 1A. Risk Factors Not Applicable.  Item
2. Unregistered
Sales of Equity Securities  During the six month period ended June 30, 2009, we issued
securities as follows: · 592,742 shares of common stock were issued to a director for past
director fees with an estimated fair value of $36,750. · 868,768 shares of common stock were issued to our acting Chief
Financial Officer for services with an estimated fair value of $53,864. · 2,264,861 shares of common stock to our consultants and
contractors for services provided with an estimated fair value of $139,021. · 1,000,000 shares of common stock for the conversion of a
convertible promissory note to a related party in the amount of $36,400.  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.  - 28 -       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. __________      - 29 -      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:
 August 18, 2009.
Per:
/s/
John M. Fluke, Jr.
John M.
Fluke, Jr.
Interim
Principal Executive Officer __________