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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.

**FORM 10-KSB/A**

[ X ]	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934

For the fiscal year ended **September 30, 2001**

[    ]	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934











Registrant's telephone number, including area code:**(801) 308-0011**

Securities registered pursuant to Section 12(b) of the Act: **NONE**

Securities registered pursuant to Section 12(g) of the Act: **NONE**

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports, and (2) has been
subject to such filing requirements for the past 90 days.   **[ X] Yes     [   ] No**

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. **[ X  ]**

Revenue for the year ended September 30, 2001:   $ 0.

As of January 14, 2002 it is unclear as to the aggregate market value of the voting stock held by non-affiliates of
the Registrant.  This is due to the low or almost non-existing trading of the Registrant's Securities.

As of January 14, 2002 the number of shares outstanding of the Registrant's Common Stock was 7,958,367.



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**ITEM 1.  DESCRIPTION OF BUSINESS**

Cyttran International, Inc.,  ("the Company")was organized in October 1980 in the State of New Jersey under
the name "Cyttran International, Inc."  and was formerly in the business of designing, developing, manufacturing
and marketing ceramic cutting tools used by industrial manufacturers.  The Company sold off or abandoned all of
its assets related to that industry in 1990 and has had no operations since that time.

The Company is currently seeking a business opportunity merge with or acquire, but to date has not located
in any such business opportunities.  There is no assurance that the Company will be successful in finding any
business opportunity  to merge with or acquire.

**ITEM 2.  DESCRIPTION OF PROPERTY**

None

**ITEM 3.  LEGAL PROCEEDINGS**

**ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS**

None - not applicable



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The Company is not currently trading in any public markets. As of January 14, 2002, the Company had
approximately 242 shareholders of record.

The Company has not declared any cash dividends on its Common Stock since inception and its Board of
Directors has no present intention of declaring any dividends.  For the foreseeable future, the Company intends to
retain all earnings, if any, for use in the development and expansion of its business.

**Financial Condition**

The Company had no revenue during the year ended September 30, 2001.  Total stockholders' equity was
$(22,378), as compared to $(400) at September 30, 2000. The Company has no operating capital for future
operations.

**Liquidity and Capital Resources**

The Company has minimal assets and is currently in the process of looking for business opportunities to
merge with or acquire.  At minimum, the Company will need to raise additional capital through private funding to
meet the financial needs of being a reporting company.  There is no guarantee that the Company will be successful
in obtaining necessary funding to develop any business opportunities.

**Results of Operations**

The Company reported a loss of $(21,978) for the year ended September 30, 2001, compared to a  loss of
$(200) for the previous year.  The Company anticipates very little or no overhead from future operations until a
successor business can be acquired or merged.

**ITEM 7.  FINANCIAL STATEMENTS**

(a)(1)	The following financial statements of the Company and its subsidiaries have been filed as part of this report
(see Item 8 "Financial Statements and Supplementary Data"):

Independent Auditors' Report

Balance Sheets as of September 30, 2001.

Statements of Operations for the years ended September 30, 2001 and September 30, 2000.

Statement of Stockholders' Equity for the period from October 1, 1998 to September 30, 2001.

Statement of Cash Flows for the years ended September 30, 2001 and September 30, 2000.

Notes to Financial Statements.

/Letterhead/

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Stockholders and Directors
Cyttran International, Inc.
Salt Lake City, Utah

We have audited the accompanying balance sheet of Cyttran International, Inc. as of
September 30, 2001 and the related statements of operations, stockholders' equity, and cash flows
for the year ended September 30, 2001.  These financial statements are the responsibility of the
company's management.  Our responsibility is to express and opinion on these financial statements
based on our audit.  The financial statements of Cyttran International, Inc., as of September 30, 2000,
were audited by other auditors whose report dated November 16, 2000, expressed an unqualified
opinion on those statements, therefore we offer no opinion on those financial statements.

We conducted our audit in accordance with generally accepted auditing standards.  Those
standards require that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement.  An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also
includes assessing the accounting principles used and significant estimates made by management,
as well as evaluating the overall financial statement presentation.  We believe that our audit provides
a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material
respects, the financial position of Cyttran International, Inc. at September 30, 2001, and the results
of its operations and cash flows for the year ended September 30, 2001 in conformity with generally
accepted accounting principles.



/S/ Bierwolf, Nilson & Associates
Salt Lake City, UT
January 14, 2002

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**Cyttran International, Inc.**Balance Sheet

**ASSETS**

September 30,                                                                                                                    
2001

CURRENT ASSETS

TOTAL ASSETS                                                                                            
$		640



**LIABILITIES AND STOCKHOLDERS' EQUITY**

CURRENT LIABILITIES

Accounts Payable                                                                                       
$		6,100

Taxes Payable (Note 2)                                                                                  
400

Interest Payable (Note 5)                                                                                
40

Note Payable (Note 4)                                                                               
14,478

Total Current Liabilities                                                                             
21,018

Note Payable (Note 5)                                                                           
2,000

STOCKHOLDERS' EQUITY (DEFICIT)

Common Stock 50,000,000 shares
authorized at $.01 par value;
7,958,367 shares issued and outstanding                                             
79,583
Capital in Excess of Par Value                                                           
864,941

Retained Deficit                                                                               
(966,902)

TOTAL LIABILITIES AND STOCKHOLDERS' 
EQUITY(DEFICIT)                                                                          
$ 640

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**Cyttran International, Inc.**Statements of Operations

For the Year Ended
                                                                                   
September 30,        September 30,	                                                                                        
2001                       
2000

REVENUE                                                                        
$	-$	-

EXPENSES
-

General & Administrative                                                   
21,738                        
-

Interest                                                                                    
40                         
-

NET INCOME (LOSS) - Before Taxes                         
(21,778)                       
-

Taxes (Note 2)                                                                       
200                      
200

INCOME (LOSS)                                                       
$		(21,978)               
$		(200)

Weighted Average Outstanding Shares                            
7,958,367              
7,958,367

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**Cyttran International, Inc.**Statements of Stockholders' Equity
From September 30, 1998 to September 30, 2001

Balance, September 30, 1998                                   
7,958,367        79,583        
863,441    (944,524)

Contribution to Capital                                                     
-                    
-                
1,500         -

Loss for the Year Ended
September 30, 1999                                                                                                                
(200)

Balance, September 30, 1999                                   
7,958,367           79,583      
864,941    (944,724)

Loss for the Year Ended
September 30, 2000                                                                                                                     
(200)

Balance, September 30, 2000                                   
7,958,367            
79,583         864,941   (944,924)

Loss for the Year Ended
September 30, 2001                                                                                                                 
(21,978)

Balance, September 30, 2001                                   
7,958,367             
$		79,583   $		864,941   $		(966,902)

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**Cyttran International, Inc.**

For the Year Ended
                                                                                                
September 30,          September 30,	                                                                                                     
2001                              
2000

CASH FLOWS FROM OPERATING ACTIVITIES

Net (Loss)                                                                                  
$		(21,978)                           
$		(200)

Increase in Accounts Payable                                                            
6,100                                    
-

Increase in Interest Payable                                                                                                     
40	200

Net Cash Provided by Operating Activities                                 
(15,838)                                   
-

CASH FLOWS FROM FINANCING ACTIVITIES

Issuance of Note Payable for services                                                                                    
14,478

Proceeds from Related Note Payable                                             
2,000                                     
-

Net Cash Used by Financing Activities                                         
16,478                                     
-

INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS                                                       
640                                   
-

CASH AND CASH EQUIVALENTS
AT END OF PERIOD                                                                    
$		640                                
$	-

Interest                                                                                             
$	-                                   
$  -

Income Taxes                                                                                      
-                                      
-

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Background and History Cyttran International, Inc. was incorporated in the state of New
Jersey on October 20, 1980 and was formerly in the business of designing, developing,
manufacturing, and marketing advanced ceramic cutting tools used by industrial
manufacturers.  The Company sold off or abandoned all of its assets related to that industry
in 1990 and has had no operations since that time.

Cash and Cash Equivalents The Company considers all highly liquid investments with
maturities of three months or less to be cash equivalents.

NOTE 2 -INCOME TAXES

The Company adopted Statement of Financial Standards No. 109 "Accounting for Income
taxes" in the fiscal year ended September 30, 1999 and was applied retroactively.

Deferred income taxes result from temporary differences in the recognition of accounting
transactions for tax and financial reporting purposes.   There were no temporary differences
at September 30, 2001 and earlier years; accordingly, no deferred tax liabilities have been
recognized for all years.

The Company has cumulative net operating loss carryforwards of approximately $967,000
at September 30, 2001.  No effect has been shown in the financial statements for the net
operating loss carryforwards as the likelihood of future tax benefit from such net operating
loss carryforwards is not presently determinable.  Accordingly, the potential tax benefits of
the net operating loss carryforwards, estimated based upon current tax rates at September 30,
2001 have been offset by valuation reserves of the same amount.

The Company has available approximately $967,000 in net operating loss carryforwards that
has begun to expire in the year 2000.  The Company has accrued $200 per year minimum
state income taxes.

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**Cyttran International, Inc.**

NOTE 3 - USE OF ESTIMATES IN THE PREPARATION OF FINANCIAL STATEMENTS

NOTE 4 - SHORT-TERM NOTE PAYABLE

The Company issued a convertible note payable in place of an outstanding accounts payable
in the amount of $14,478. The note is convertible to the Company's common shares at par
value per share, provided, however, such conversion may be made in amounts that do not
result in the creation of new affiliate status or in the issuance of control to one person, or a
group of persons who are affiliates to each other. The note carries an interest rate of 10% per
annum and is due on demand.  Since the note was issued on September 30, 2001 there was
no interest accrued.

NOTE 5 - LONG-TERM NOTE PAYABLE

The Company issued a promissory note in the amount of $2,000 to an individual investor.
The note carries an interest rate of 8% per annum, effective on the date of the note, accrued
interest on the note at September 30, 2001 is $40.

NOTE 6 - GOING CONCERN

The Company's financial statements are prepared using generally accepted accounting
principles applicable to a going concern which contemplates the realization of assets and
liquidation of liabilities in the normal course of business.  Currently, the Company does not
have significant cash or other material assets, nor does it have an established source of
revenues sufficient to cover its operating costs and to allow it to continue as a going concern.

NOTE 7 - SUBSEQUENT EVENTS

****	The 30,000,000 shares of common stock noted as a subsequent event in the June 30, 2001
report have been rescinded.  There was no cash received by the Company nor services
performed on behalf of the Company for these shares.

**ITEM 8. 	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON** **ACCOUNTING AND FINANCIAL DISCLOSURE**

None

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The following information is furnished with respect to the Company's Board of Directors
and executive officers.  There are no family relationship between or among any of the Company's
directors or executive officers.

**Directors and Executive Officers**

Age		Director

Name				(2001)		 Since		Position with the Company

Robert Wallace		   66		  1999		Director/President

Robert Wallace, President and Director, has been a teacher, counselor and school
administrator in the Southern California for the last 30 years.  Since his retirement from the school
system, Mr. Wallace has been involved in several mergers and acquisitions for the past several years.

Mr. Wallace has a bachelors degree in animal husbandry from Brigham Young University,
a masters degree in counseling psychology from Arizona State University, and a PHD in Counseling
Psychology from USC.

**ITEM 10.	EXECUTIVE COMPENSATION**

**Compensation of Executive Officers and Directors**

During the current fiscal year, no one in the Company's management received more than
$60,000 in compensation.

**Employment Agreements and Other Compensation Arrangements**

There are currently no agreements with members of management as to employment or
compensation.

**Compensation of Non-Employee Directors**

There is currently no compensation paid to non-employment directors.

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**ITEM 11.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT**

Amount and Nature
Name and Address                                       
Of Beneficial	  Percent ofof Beneficial Owner                                             
Ownership      	       Class

206 Investors, LLC                                     
4,256,827           53.5%

Robert Wallace (Director)                                     
**-                      
-**

**Item 12.  Certain Relationships and Related Transactions**

Other than executive compensation, during the reported year the Registrant did not enter into any
transactions with management which are to be reported under this Item.

**Item 13.  Exhibits, and Reports on Form 8-K**

None

b)	The Registrant filed no current reports on Form 8-K during the fiscal year ended September
30, 2001.

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Pursuant to the requirements of Section 13 or 15(d) 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.

Cyttran International, Inc.

By:

/s/	Robert Wallace

Dated: January 14, 2002

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed
below by the following persons of behalf of the Registrant and in the capacities and on the dates
indicated.

SIGNATURE	TITLE	DATE

/s/ Robert Wallace	President and Director	January 14, 2002

(Principal Executive andFinancial Officer)



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