UNITED STATES SECURITIES AND EXCHANGE
COMMISSIONWashington, D.C. 20549   FORM 10-Q   Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the quarterly period ended September 30,
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.)14205 SE 36th Street, Suite 100Bellevue,
Washington

98006(Address of principal executive offices)

(Zip Code)(425) 519-3755(Registrants telephone number, including are code) Indicate by checkmark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.  Yes     No Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation
S-T (§232.405 of this chapter) during the preceding 12 months (or for such
shorter period that the registrant was required to submit and post such files).
 Yes    No    (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.
  70,061,112 shares of common stock outstanding as of November
13, 2009.  - - 2 - -      CELLCYTE GENETICS CORPORATION  Quarterly Report On Form 10-Q For
The Quarterly Period Ended September 30, 2009 FORWARD-LOOKING STATEMENTS This Form 10-Q for the quarterly period ended September 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 September 30, 2009
and December 31, 2008:
4Interim Consolidated Statements of Operations for the Nine
Months and Three Months ended September 30, 2009 and 2008 and for the
period from January 14, 2005 (Date of Inception) to September 30,
2009:
5Interim Consolidated Statements of Cash Flows for the Nine
Months ended September 30, 2009 and 2008 and for the period from
January 14, 2005 (Date of Inception) to September 30, 2009:
6Condensed Notes to Interim Consolidated Financial
Statements:
7 __________   - 3 -


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

December 31,2009

2008(Unaudited)ASSETSCURRENT ASSETSCash and cash equivalents
$
524

$
6,304Prepaid expenses, deposits and other assets

13,750


78,898Total Current Assets

14,274


85,202OTHER ASSETSFurniture and equipment, net

280,463


537,945Intellectual property, net

40,608


46,236Total Other Assets

321,071


584,181TOTAL ASSETS
$
335,345

$
669,383LIABILITIES AND STOCKHOLDERS' DEFICITCURRENT LIABILITIESAccounts payable
$
714,403

$
935,283Notes payable

49,672


-Due to related parties

143,238


134,239Deferred rent

-


7,853Convertible notes payable to related party

-


16,400Total Current Liabilities

907,313


1,093,775LONG TERM LIABILITIESNotes payable

234,613


-COMMITMENTS AND CONTINGENCIES

-


-STOCKHOLDERS' DEFICITCommon stock, $0.001 par value; 525,000,000 shares
authorized,68,627,890 and 62,919,845 shares issued and
outstanding, respectively

68,628


62,920Additional paid in capital

10,745,127


9,926,010Common stock purchase warrants

97,856


114,702Deficit accumulated during development stage

(11,718,192)


(10,528,024)Total Stockholders' Deficit

(806,581)


(424,392)TOTAL LIABILITIES AND STOCKHOLDERS'
DEFICIT
$
335,345

$
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 Nine Months Ended

(January 14, 2005)September 30,

September 30,

to
September 30,2009

2008

2009

2008

2009REVENUES


$
-

$
-

$
-

$
-

$
-OPERATING
EXPENSES:Consulting



-


43,630


37,028


692,989


1,677,126General and
administrative



51,463


276,814


385,486


850,262


2,250,121Professional
fees



185,100


247,135


344,820


1,057,852


1,546,346Research,
development and laboratory



-


78,031


506


606,864


1,297,125Salaries and
benefits



-


27,048


-


655,381


1,457,524Stock-based
compensation



255,000


26,898


409,667


176,286


2,365,953Total Operating
Expenses



491,563


699,556


1,177,507


4,039,634


10,594,195-LOSS FROM
OPERATIONS



(491,563)


(699,556)


(1,177,507)


(4,039,634)


(10,594,195)OTHER INCOME
(EXPENSE)Interest
income



-


302


-


19,890


32,512Interest and
finance charges



(4,862)


(13,955)


(67,749)


(14,270)


(197,372)Impairment of
intellectual property



-


(568,913)


-


(568,913)


(568,913)Impairment of
tenant improvements



-





-


-


(383,535)Gain on
extinguishment of debt



53,547


-


53,547


-


53,547Gain (loss) on
disposal of furniture and equipment
1,541


(10,652)


1,541


(66,190)


(60,236)Total Other
Income (Expense)



50,226


(593,218)


(12,661)


(629,483)


(1,123,997)LOSS BEFORE
TAXES



(441,337)


(1,292,774)


(1,190,168)


(4,669,117)


(11,718,192)INCOME
TAXES



-


-


-


-


-NET LOSS


$
(441,337)

$
(1,292,774)

$
(1,190,168)

$
(4,669,117)

$
(11,718,192)BASIC AND
DILUTED NET LOSSPER COMMON
SHARE


$
(0.01)

$
(0.02)

$
(0.02)

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



68,137,053


62,832,345


65,088,519


61,360,126See
accompanying condensed notes to the interim consolidated financial
statements


- 5 -


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

(January 14, 2005)September 30,

to
September 30,2009

2008

2009CASH FLOWS FROM
OPERATING ACTIVITIES:Net loss

$
(1,190,168)

$
(4,669,117)

$
(11,718,192)Adjustments to
reconcile net loss to net cash used byoperating
activitiesAmortization of
intellectual property


5,628


32,463


106,007Depreciation of
furniture and equipment


131,348


227,087


475,161Stock based
compensation


409,667


176,286


2,365,953Non-cash
services


226,003


472,601


718,604Warrant issued
for legal services


46,154


-


46,154Accounts payable
paid with common stock


69,755


-


69,755Non-cash
beneficial conversion right


20,000


-


36,400Non-cash
impairment of intellectual property


-


568,913


568,913Non-cash
impairment of tenant improvements


-


-


383,535Expenses paid by
stockholder


6,465


-


32,755Accounts payable
reduced in lease settlement


520,788


-


520,788Gain on
extinguishment of debt


(53,547)


-


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


(1,541)


66,190


60,236Decrease
(increase) in assetsAmounts
receivable


-


(7,500)


-Prepaid
expenses, deposits and other


65,148


67,601


(13,750)Increase
(decrease) in liabilitiesAccounts
payable


(299,543)


503,388


603,679Deferred
rent


(7,853)


-


-Accrued
interest


-


-


82,088Accrued
expenses


49,672


(51,619)


49,672Net cash used by
operating activities


(2,024)


(2,613,707)


(5,665,789)CASH FLOWS FROM
INVESTING ACTIVITIES:Intellectual
property acquisition


-


(73,594)


(715,528)Cash received
from sale of furniture and equipment

5,050





5,050Furniture and
equipment acquisiton, net


-


(282,360)


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


-


-


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


5,050


(355,954)


(2,036,119)CASH FLOWS FROM
FINANCING ACTIVITIES:Proceeds from
issuance of convertible notes


-


-


951,400Advances from
related party


2,534


-


106,484Payments on note
payable


(11,340)


-


(11,340)Proceeds from
sale of common stock


-


683,938


6,655,888Net cash (used)
provided by financing activities


(8,806)


683,938


7,702,432Net increase
(decrease)  in cash and cash equivalents


(5,780)


(2,285,723)


524Cash and cash
equivalents, beginning of period


6,304


2,291,457


-Cash and cash
equivalents, end of period

$
524

$
5,734

$
524SUPPLEMENTAL
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

$
-

$
20,625Issuance of note
in exchange for accounts payable

$
275,000

$
-

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


- 6 -    CELLCYTE
GENETICS CORPORATION (A DEVELOPMENT
STAGE COMPANY) CONDENSED NOTES TO
INTERIM CONSOLIDATED FINANCIAL STATEMENTS September
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 Financial Accounting Standards Board (FASB)
ASC 915, Development Stage Entities (formerly Statement of Financial
Accounting Standards No. 7, Accounting and Reporting by Development Stage
Enterprises) 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 Company follows the accounting guidance outlined in the
Financial Accounting Standards Board Codification guidelines. The accompanying
unaudited interim consolidated financial statements have been prepared in
accordance with generally accepted principles for interim financial information
and with the 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 nine months ended
September 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 September 30, 2009, the Company did not incur any additional costs
for its intellectual property. The Company amortizes patents (and  - 7 -    CELLCYTE
GENETICS CORPORATION (A DEVELOPMENT
STAGE COMPANY) CONDENSED NOTES TO
INTERIM CONSOLIDATED FINANCIAL STATEMENTS September
30, 2009 (unaudited)    licenses for the use of patents) over the remaining life of the
patents, which ranges from 7 to 17 years. Intellectual property at September 30, 2009 and December 31, 2008
is as follows: September 30,

December 31,2009

2008Licenses
(VA)

$
-

$
115,000Patents


70,002


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


-


528,128Accumulated
amortization


(29,394)


(97,982)Impairment
loss


-


(568,913)Licenses
and patents, net

$
40,608

$
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. On August 14, 2009, the Company entered into a lease termination
agreement with its landlord, whereby the Company exchanged furniture and
equipment, with a cost basis of $246,869 and a net book value of $122,244, for a
reduction in the outstanding lease liability in the amount of $122,244. During the nine months ended September 30, 2009, the Company sold
furniture and equipment with a cost basis of $6,403 and a net book value of
$3,509, for $5,050, resulting in a gain of $1,541. Property and equipment as of September 30, 2009 and December 31,
2008 are as follows: September 30,

December 31,2009

2008Laboratory
equipment

$
379,014

$
379,014Computer
and office equipment


127,513


383,198Tenant
improvements


-


469,900Accumulated
depreciation


(226,063)


(310,632)  - 8 -    CELLCYTE
GENETICS CORPORATION (A DEVELOPMENT
STAGE COMPANY) CONDENSED NOTES TO
INTERIM CONSOLIDATED FINANCIAL STATEMENTS September
30, 2009 (unaudited)     Impairment
loss


-


(383,535)Property
and equipment, net

$
280,463

$
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 $208,219 for the nine months ended September 30, 2009. During 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. 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. The
remaining lease liability of $53,547 was written off and has been reflected as a
gain on extinguishment of debt on the consolidated statement of operations. 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. 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 and a
dispute with a former employee. As of October 31, 2009, the Company has
exhausted the available proceeds under its insurance coverage. Although there
has been very little activity on these legal proceedings, there is no certainty
that the Company can raise additional funds to support its defense, or that it
will be able to negotiate payment with its attorneys.  - 9 -    CELLCYTE
GENETICS CORPORATION (A DEVELOPMENT
STAGE COMPANY) CONDENSED NOTES TO
INTERIM CONSOLIDATED FINANCIAL STATEMENTS September
30, 2009 (unaudited)    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 68,627,890 and
62,919,845 shares of its common stock at September 30, 2009 and December 31,
2008, respectively. During the nine month period ended September 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. · 978,768 shares of common stock to its acting Chief Financial
Officer for services provided with an estimated fair value of $61,344. · 3,136,535 shares of common stock to its consultants, contractors
and legal advisors for services provided with an estimated fair value of
$198,295. · 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 During the nine months ended September 30, 2009, the Company
issued 769,230 common stock purchase warrants to one of its law firms as partial
payment for its services. The fair market value of these warrants of $46,154 was
calculated using the Black-Scholes option pricing model using the following
weighted-average assumptions: expected option life of 5 years; risk-free
interest rate of 2.46%; dividend yield of 0%; and expected volatility of
140%. On September 28, 2009, 840,000 common stock purchase warrants with
an exercise price of $0.75 per share expired unexercised. The Companys common stock warrant activity for the nine month
period ended September 30, 2009 is as follows:   - 10 -    CELLCYTE
GENETICS CORPORATION (A DEVELOPMENT
STAGE COMPANY) CONDENSED NOTES TO
INTERIM CONSOLIDATED FINANCIAL STATEMENTS September
30, 2009 (unaudited)     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
769,230

0.07Warrants
exercised
-

-Warrants
expired
(840,000)

0.75Balance,
 September 30, 2009
1,458,595
$
0.39

2.59 years Common Stock Options The Company granted stock options for 16,010,000 shares of its
common stock to its directors, contractors and consultants during the nine
months ended September 30, 2009. The weighted-average fair value of the stock options granted
during the period was estimated to be $0.049 per share for a total fair value of
$780,500, and was determined using the Black-Scholes option pricing model using
the following weighted-average assumptions: expected option life of 4.50 years;
risk-free interest rate of 1.84%; dividend yield of 0%; and expected volatility
of 149%. Certain of these options are subject to vesting conditions and, as of
September 30, 2009, the Company had recorded stock based compensation of
$409,667 in connection with the vesting of these options leaving $370,833 to be
expensed on future vesting. The Companys stock option activity for the nine month period
ended September 30, 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

0.34  - 11 -    CELLCYTE
GENETICS CORPORATION (A DEVELOPMENT
STAGE COMPANY) CONDENSED NOTES TO
INTERIM CONSOLIDATED FINANCIAL STATEMENTS September
30, 2009 (unaudited)     Options
exercised
-

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

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

1.38

5.59 yearsOptions
granted
16,010,000

0.07

4.92 yearsOptions
exercised
-

-Options
cancelled and expired
-

-Balance,
September 30, 2009
17,670,000
$
0.19

4.24 years NOTE 6  BASIC AND DILUTED NET LOSS PER SHARE The Company computes net income (loss) per common share in
accordance with FASB ASC 260, Earnings Per Share (formerly Statement of
Financial Accounting Standards No. 128, Earnings per Share.  Net income
(loss) per share is based upon the weighted average number of outstanding common
shares and the dilutive effect of common share equivalents, such as options and
warrants to purchase common stock, convertible preferred stock and convertible
notes, if applicable, that are outstanding each year.  Basic and diluted
earnings per share were the same at the reporting dates of the accompanying
financial statements, as including common stock equivalents in the calculation
of diluted earnings per share would have been anti-dilutive. Common stock equivalents that were not included in diluted
earnings per share at September 30, 2009 and 2008 are as follows:  2009

2008Stock
options


17,670,000


3,427,000Warrants


1,458,595


1,529,365Common
stock equivalents


19,128,595


4,956,365 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.  - 12 -    CELLCYTE
GENETICS CORPORATION (A DEVELOPMENT
STAGE COMPANY) CONDENSED NOTES TO
INTERIM CONSOLIDATED FINANCIAL STATEMENTS September
30, 2009 (unaudited)    During the nine months ended September 30, 2009, two board members
advanced a total of $26,451 to the Company to pay for certain operating costs.
Advances in the amount of $23,917 were paid back in July 2009 from the proceeds
of a legal expense refund. 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s previous officers and
directors filed misleading statements with the Securities and Exchange
Commission, and that misleading information was posted on the Companys
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.  - 13 -    CELLCYTE
GENETICS CORPORATION (A DEVELOPMENT
STAGE COMPANY) CONDENSED NOTES TO
INTERIM CONSOLIDATED FINANCIAL STATEMENTS September
30, 2009 (unaudited)    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
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 U.S. 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.  On May
12, 2008, the Company learned that the informal inquiry commenced by the SEC had
become a formal investigation. On September 8, 2009, the Company entered into a consent decree
with the Enforcement Division of the SEC, neither admitting nor denying any
wrongdoing.  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 ASC 855, Subsequent Events
(formerly Statement of Financial Accounting Standards (SFAS) No. 165,
Subsequent Events). This Statement 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 ASC 855 during the second quarter of 2009.  There was
no material impact on the Companys financial statements. In June 2009, the FASB issued ASC 105, Generally Accepted
Accounting Principles (formerly SFAS No. 168, The FASB Accounting
Standards Codification and the Hierarchy of Generally Accepted Accounting
Principles  A Replacement of FASB Statement No. 162). ASC 105  - 14 -    CELLCYTE
GENETICS CORPORATION (A DEVELOPMENT
STAGE COMPANY) CONDENSED NOTES TO
INTERIM CONSOLIDATED FINANCIAL STATEMENTS September
30, 2009 (unaudited)    establishes the FASB Accounting Standards
Codification(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. ASC 105 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 ASC 105, 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 ASC 105
as of September 30, 2009 did not have a material impact on the Companys
consolidated financial statements. In August 2009, the FASB issued ASU 2009-05, Fair Value
Measurement and Disclosures: Measuring Liabilities at Fair Value (ASU
2009-05), which provides clarification on measuring liabilities at fair value
when a quoted price in an active market is not available.  ASU 2009-05
is effective for the first reporting period beginning after
issuance.  The Company does not expect adoption of ASU 2009-05 to have
a material impact on the Companys consolidated financial statements. NOTE 10  SUBSEQUENT EVENTS On
October 1, 2009, the Company issued 1,433,222 shares of common stock, with an
estimated fair value of $69,368, to its contractors, consultants and legal
advisors for services performed. These amounts were included in accounts payable
at September 30, 2009.  On
October 8, 2009, the Company entered into an independent consulting agreement
with a scientist to assist with the research and development of the Companys
bioreactor device. The consultant was granted a stock option for 400,000 shares
of the Companys common stock in exchange for his services. On November 1, 2009,
this consultant was appointed as the Companys Chief Science Officer and
Director of Business Development.  On
November 9, 2009, the Company entered into an independent consulting agreement
with an engineer to assist with the modification and production of the Companys
bioreactor device and related incubators. The consultant was granted a stock
option for 400,000 shares of the Companys common stock in exchange for his
services.  The
Company has evaluated all other subsequent events through November 13, 2009, the
date of this filing, and determined there are no material recognized or
unrecognized subsequent events.    - 15 -      Item
2. Managements
Discussion and Analysis As used in this Quarterly Report: (i) the terms the Company,
our company, we, us and our refer to CellCyte Genetics Corporation, a
Nevada corporation, and its subsidiary, unless the context requires otherwise;
(ii) references to CellCyte mean CellCyte Genetics Corporation, a Washington
corporation; and (iii) all dollar amounts refer to United States dollars unless
otherwise indicated. The following discussion of our plan of operations, results of
operations and financial condition as of and for the nine months and three
months ended September 30, 2009, should be read in conjunction with (i) our
unaudited interim consolidated financial statements and related notes for the
nine months ended September 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 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 significant 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 to identify key cell lines for
expansion and optimum configurations of the bioreactor device.  - 16 -      (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 and debt service for the next 12 months as follows: (a) $121,000 for facility and equipment related expenses; (b) $80,000 for debt service; (c) $135,000 for pre-clinical work, quality assurance, manufacturing
of biologic material, academic collaborations and further research
collaborations; (d) $128,000 for design and device manufacturing; (e) $160,000 for legal expenses related to intellectual property
prosecution, general corporate matters and facility lease negotiation, and
accounting expenses related to quarterly reviews and annual audits; (f) $255,000 for salaries and consulting; and (g) $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 $524 and a working capital deficit of $893,039 at September 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 stock, including
issuances of stock and stock options registered pursuant to an S-8 registration
statement, as payment in-kind to our independent contractors, consultants and
other service providers, and the issuance of convertible loans from current
stockholders and other investors. However, there is no certainty that we will be
able to obtain these loans on commercially reasonable terms or when needed, or
that they will be sufficient to meet our cash requirements. Accordingly, we
anticipate that we will require additional financing to enable us to pay our
planned expenses and debt service for the next 12 months and pursue our plan of
operations.  - 17 -      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 September 30, 2009 Compared to the Three Months Ended September 30,
2008. The following table sets out our consolidated net loss for the
periods indicated: Three
Months EndedSeptember 30, 2009
Three
Months Ended September 30, 2008(Unaudited)
(Unaudited)Revenues
$

$ Operating ExpensesConsulting
-
43,630General
and administrative
51,463
276,814Professional
fees
185,100
247,135Research,
development and laboratory
-
78,031Salaries
and benefits
-
27,048Stock-based
compensation
255,000
26,898Other Income
(Expense)
50,226
(593,218)Net Loss
(441,337)
(1,292,774) Revenues We have had no operating revenues since our inception on
January 14, 2005 to September 30, 2009.  We anticipate that we will
not generate any revenues for so long as we are a development stage company.  - 18 -      Consulting
Fees In the three months ended September 30, 2009, there were no
consulting fees, compared to $43,630 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
September 30, 2009, decreased to $51,463 from $276,814 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 September 30, 2009, we incurred
professional fees of $185,100, compared to $247,135 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 September 30, 2009, we incurred no
research, development and laboratory expenses, compared to $78,031 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 September 30, 2009, we paid no salaries
and benefits to our directors, officers and employees, compared to $27,048 for
the same period of 2008, due to the curtailment of nearly all activities. Stock-Based
Compensation In the three months ended September 30, 2009, we incurred
stock-based compensation expenses of $255,000 in connection with the
compensation of our directors, consultants and contractors.  In the three
months ended September 30, 2008, we incurred stock-based compensation expenses
of $26,898 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
September 30, 2009 was $441,337, compared to $1,292,774 for the same period of
2008. Nine
Months Ended September 30, 2009 Compared to Nine Months Ended September 30,
2008. The following table sets out our consolidated net loss for the
periods indicated:  - 19 -       Nine Months
EndedSeptember 30, 2009
Nine Months
Ended September 30, 2008(Unaudited)
(Unaudited)Revenues
$

$ Operating ExpensesConsulting
37,028
692,989General
and administrative
385,486
850,262Professional
fees
344,820
1,057,852Research,
development and laboratory
506
606,864Salaries
and benefits
-
655,381Stock-based
compensation
409,667
176,286Other Income
(Expense)
(12,661)
(629,483)Net Loss
(1,190,168)
(4,669,117) Revenues We have had no operating revenues since our inception on
January 14, 2005 to September 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 nine months ended September 30, 2009, consulting fees
decreased to $37,028, compared to $692,989 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 nine months ended
September 30, 2009 decreased to $385,486 from $850,262 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 nine months ended September 30, 2009, we incurred
professional fees of $344,820, compared to $1,057,852 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 nine months ended September 30, 2009, we incurred research,
development and laboratory expenses of $506, compared to $606,864 for the same
period of 2008. The decrease was primarily due to the curtailment of nearly all
activities.  - 20 -      Salaries
and Benefits In the nine months ended September 30, 2009, we paid no salaries
and benefits to our directors, officers and employees, compared to $655,381 for
the same period of 2008, due to the curtailment of nearly all activities. Stock-Based
Compensation In the nine months ended September 30, 2009, we incurred
stock-based compensation expenses of 409,667 in connection with the compensation
of our directors, consultants and contractors.  In the nine months ended
September 30, 2008, we incurred stock-based compensation expenses of $176,286 in
connection with the compensation of our officers, employees and consultants. Net
Loss As a result of the above, our net loss for the nine months ended
September 30, 2009 was $1,190,168, compared to $4,669,117 for the same period of
2008. Liquidity and Capital Resources As of September 30, 2009, we had cash in the amount of $524 and a
working capital deficit of $893,039.  Our planned expenditures and debt
service 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 stock, including
issuances of stock and stock options registered pursuant to an S-8 registration
statement, as payment in-kind to our independent contractors, consultants and
other service providers, and the issuance of convertible loans from current
stockholders and other investors. However, there is no certainty that we will be
able to obtain these loans on commercially reasonable terms or when needed, or
that they will be sufficient to meet our cash requirements. Accordingly, we
anticipate that we will require additional financing 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.  - 21 -      Cash
Used in Operating Activities Cash used in operating activities in the nine months ended
September 30, 2009 was $2,024, compared to $2,613,707 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 nine months ended September 30, 2009, investing activities
provided cash of $5,050, compared to using cash in the amount of $355,954 for
the same period of 2008. In 2009, we sold some of our laboratory equipment to
raise cash, while 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 nine
months ended September 30, 2009, we used cash in the amount of $8,806 for debt
service, compared to net proceeds of $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.  - 22 -      Critical Accounting Policies Our financial statements are impacted by the accounting policies
used and the estimates and assumptions made by management during their
preparation.  A complete summary of these policies is included in
Note 2 of the notes to our historical financial statements.  We have
identified below the accounting policies that are of particular importance in
the presentation of our financial position, results of operations and cash flows
and which require the application of significant judgment by management. Use
of Estimates Our financial statements are prepared in conformity with
accounting principles generally accepted in the United States of America and
include certain estimates and assumptions which affect the reported amounts of
assets and liabilities at the date of the financial statements, and the reported
amounts of revenues and expenses during the reporting period.  Accordingly,
actual results may differ from those estimates. Income Taxes We follow the provisions of FASB ASC 740, Income Taxes (formerly
Statement of Financial Accounting Standards No. 109, Accounting for Income
Taxes), under which deferred tax assets and liabilities are determined based on
differences between financial reporting and tax basis of assets and liabilities.
Deferred tax assets and liabilities are measured using the enacted tax rates and
laws that are expected to be in effect when the differences are expected to
reverse.  The provisions of ASC 740 also require the recognition of future
tax benefits such as net operating loss carry-forwards, to the extent that the
realization of such benefits is more likely than not.  To the extent that
it is more likely than not that such benefits will not be received, we record a
valuation allowance against the related deferred tax asset. Intangible Assets Our intangible assets primarily consist of patents and
intellectual property, which are carried at the purchase price and/or the legal
cost to obtain them less accumulated amortization.  Patents and licenses
are being amortized over their estimated useful lives, which range from seven to
seventeen years. Annually these assets are reviewed for recoverability to
determine if the carrying amount on the balance sheet is appropriate. Research and Development Costs Research and development costs are expensed as incurred. The cost
of intellectual property purchased from others that is immediately marketable or
that has an alternative future use is capitalized and amortized as intangible
assets. Capitalized costs are amortized using the straight-line method over the
estimated economic life of the related asset. We periodically review our
capitalized intangible assets to assess recoverability based on the projected
undiscounted cash flows from operations, and impairments are recognized in
operating results when a permanent diminution in value occurs.  - 23 -      Stock-Based Compensation We account for our stock option plan primarily under the
recognition and measurement principles of FASB ASC 718, Compensation  Stock
Compensation (formerly Statement of Financial Accounting Standards No. 123 (R),
Share-Based Payments). Accordingly, compensation cost has been recognized
using the fair value method and expected term accrual requirements as prescribed
in ASC 718. We recorded stock-based compensation expense in the amount of
$409,667 during the nine months ended September 30, 2009. Recent Accounting Pronouncements In May 2009, the FASB issued ASC 855, Subsequent Events
(formerly Statement of Financial Accounting Standards (SFAS) No. 165,
Subsequent Events). This Statement 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 us 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 ASC 855
during the second quarter of 2009.  There was no material impact on our
financial statements. In June 2009, the FASB issued ASC 105, Generally Accepted
Accounting Principles (formerly SFAS No. 168, The FASB Accounting
Standards Codification and the Hierarchy of Generally Accepted Accounting
Principles  A Replacement of FASB Statement No. 162). ASC 105 establishes
the FASB Accounting Standards Codification(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.
ASC 105 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 ASC 105,
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. Our adoption of ASC 105 as of September 30, 2009 did not have a
material impact on our consolidated financial statements. In August 2009, the FASB issued ASU 2009-05, Fair Value
Measurement and Disclosures: Measuring Liabilities at Fair Value (ASU
2009-05), which provides clarification on measuring liabilities at fair value
when a quoted price in an active market is not available.  ASU 2009-05
is effective for the first reporting period beginning after
issuance.  We do not expect adoption of ASU 2009-05 to have a material
impact on our consolidated financial statements.  Item
3. Quantitative
and Qualitative Disclosures About Market Risk. Not
Applicable.  - 24 -      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 September 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. 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 September 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.  __________   - 25 -      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 our previous officers
and directors filed misleading statements with the Securities and Exchange
Commission, and that misleading information was posted 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 U.S. 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. On September 8, 2009, we entered into a consent decree with the
Enforcement Division of the SEC, neither admitting nor denying any wrongdoing. 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. Item 1A. Risk Factors Not Applicable.   - 26 -      Item
2. Unregistered
Sales of Equity Securities  During the nine month period ended September 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. · 978,768 shares of common stock to its acting Chief Financial
Officer for services provided with an estimated fair value of $61,344. · 3,136,535 shares of common stock to its consultants, contractors
and legal advisors for services provided with an estimated fair value of
$198,295. · 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, 2004.31.1
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. __________      - 27 -      SIGNATURES Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.  CELLCYTE
GENETICS CORPORATIONDated:
 November 13, 2009.
Per:
/s/
John M. Fluke, Jr
John M. Fluke, Jr.
Interim
Principal Executive Officer __________