UNITED
      STATES


SECURITIES
      AND EXCHANGE COMMISSION


WASHINGTON,
      D.C.  20549





**FORM 10-KSB**


(Mark
      one)


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





**For
      the fiscal year ended:June 30, 2007**





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





Commission
      file number: 33-19598





**VYTA
      CORP**


(Exact
      name of small business issuer as specified in its charter)





**NEVADA**
            
            **84-0992908**(State
                or other jurisdiction of incorporation or organization)
            
            (I.R.S.
                Employer Identification No.)





**370
      17TH STREET, SUITE 3640**


**DENVER,
      COLORADO 80202**


**(303)
      592-1010**


(Address,
      including zip code, and telephone number,


including
      area code, of registrant’s principal executive offices)








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 if the registrant is not required to file reports pursuant to
      Section 13 or Section 15(d) of the Act.  £





Check
      whether the issuer (1) filed all reports required to be filed by Section 13
      or 15(d) of the Exchange Act during the past 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 þ
      No £





Check
      if
      there is no disclosure of delinquent filers pursuant to Item 405 of Regulation
      S-B contained in this form, and no disclosure will 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-KSB or any amendment
      to
      this Form 10-KSB.  þ





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act).  Yes £ No
T





As
      of the
      close of trading on October 10, 2007, there were 37,109,845 shares outstanding,
      27,755,260 of which were held by non-affiliates.  The aggregate market
      value of the common shares held by non-affiliates, based on the average closing
      bid and asked prices on October 10, 2007, was approximately
      $9,159,235.





The
      registrant’s revenue for the fiscal year ended June 30, 2007 was
      $0.





Transitional
      Small Business Disclosure  Yes £ No
þ













**TABLE
      OF CONTENTS**





**PAGE
      NUMBER**





FORWARD-LOOKING
                STATEMENTS
            1**PART
                I**
            1ITEM
                1.
            DESCRIPTION
                OF BUSINESS
            1ITEM
                2.
            DESCRIPTION
                OF PROPERTY
            19ITEM
                3.
            LEGAL
                PROCEEDINGS
            19ITEM
                4.
            SUBMISSION
                OF MATTERS TO A VOTE OF SECURITY
                HOLDERS
            20**PART
                II**
            20ITEM
                5.
            MARKET
                FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
                SMALL BUSINESS ISSUER PURCHASES OF EQUITY SECURITIES
            20ITEM
                6.
            MANAGEMENT’S
                DISCUSSION AND ANALYSIS OR PLAN OF
                OPERATION
            21ITEM
                7.
            FINANCIAL
                STATEMENTS
            28ITEM
                8.
            CHANGES
                IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
                AND FINANCIAL DISCLOSURE
            28ITEM
                8A.
            CONTROLS
                AND PROCEDURES
            28ITEM
                8B.
            OTHER
                INFORMATION
            29**PART
                III**
            29ITEM
                9.
            DIRECTORS
                AND EXECUTIVE OFFICERS OF THE
                COMPANY
            29ITEM
                10.
            EXECUTIVE
                COMPENSATION
            30ITEM
                11.
            SECURITY
                OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
                MANAGEMENT AND RELATED STOCKHOLDER MATTERS
            35ITEM
                12.
            CERTAIN
                RELATIONSHIPS AND RELATED
                TRANSACTIONS
            37ITEM
                13.
            EXHIBITS
            38ITEM
                14.
            PRINCIPAL
                ACCOUNTANTS' FEES AND
                SERVICES
            39





***Table
            of Contents***





**FORWARD-LOOKING
      STATEMENTS**





This
      Annual Report on Form 10-KSB includes “forward-looking statements” within the
      meaning of Section 21E of the Securities Exchange Act of 1934, as
      amended.  We base these forward looking statements on our current
      expectations and projections about future events.  These forward
      looking statements are subject to risks, uncertainties, and assumptions about
      our company, including:





**·**
            the
                operations and potential profitability of BioAgra, LLC, a company
                in which
                we have a 50% interest;





**·**
            the
                rate of market development and acceptance of our beta glucan products
                in
                the animal and aquatic animal feed industry within which we are
                concentrating our business
                activities;





**·**
            the
                rate of market development and acceptance of our beta glucan products
                for
                human consumption;





**·**
            our
                ability to compete successfully with growth promotion antibiotic
                manufacturers and other providers of feed
                additives;





**·**
            the
                operations and potential profitability of ExypnoTech, Gmbh, a company
                in
                which we have a 49% interest that is manufacturing and developing
                inlay
                components used in the manufacturing of radio frequency identification
                devices (“RFID”), such as smart labels, smart cards and smart
                tags;





**·**
            the
                limited revenues and significant operating losses generated by us
                to
                date;





**·**
            the
                possibility of significant ongoing capital requirements and our ability
                to
                secure financing as and when
                necessary;





**·**
            our
                ability to retain the services of our key management, and to attract
                new
                members to the management team; and





**·**
            our
                ability to obtain and retain appropriate patent, copyright and trademark
                protection for our intellectual properties and any of our
                products.





These
      forward-looking statements include statements regarding our expectations,
      beliefs, or intentions about the future, and are based on information available
      to us at this time. We assume no obligation to update any of these statements
      and specifically decline any obligation to update or correct any forward-looking
      statements to reflect events or circumstances after the date of such statements
      or to reflect the occurrence of anticipated or unanticipated events. Actual
      events and results could differ materially from our expectations as a result
      of
      many factors, including those identified in the section titled “Item
      1.  Description of Business—Risk Factors” and other sections of this
      report. We urge you to review and consider those factors, and those identified
      from time to time in our reports and filings with the Securities and Exchange
      Commission, for information about risks and uncertainties that may affect our
      future results. All forward-looking statements we make after the date of this
      filing are also qualified by this cautionary statement and identified
      risks.





**PART
      I**





**ITEM
      1. DESCRIPTION OF
      BUSINESS**





**Company
      Overview**





We
      were
      incorporated on June 22, 1996 as a Nevada corporation.  In
      January 2006, we changed our name from NanoPierce Technologies, Inc. to Vyta
      Corp.  Our corporate offices are located at 370 17th Street,
      Suite 3640, Denver, Colorado 80202, and our telephone number is
      (303) 592-1010.  We maintain a website at
www.vytacorp.com, which is not incorporated in and is not a part of this
      report.





***Table
            of Contents***





When
      used
      in this report, the terms “we,” “our,” “us,” “the company” and similar
      expressions refer to Vyta Corp, BioAgra, LLC, ExypnoTech, Gmbh and our
      subsidiaries, unless the context otherwise requires.





**Business**





**General**





In
      2004,
      we instituted steps to change our principal business from electronics technology
      to biotechnology.  In August 2005, we purchased a 50% equity interest
      in BioAgra, LLC, a Georgia limited liability company.  The remaining
      50% was purchased by Xact Resources International and later assigned to Justin
      Holdings, Inc., both unaffiliated parties.  BioAgra is engaged in the
      production, marketing and sale of Agrastim®, a natural,
      non-toxic purified beta-1,3/1,6-D glucan feed additive used to replace growth
      promotion antibiotics that are currently in use in the animal feed
      industry.  In addition to its use as a feed additive, BioAgra intends
      to include Agrastim® in premixed
      feeds,
      such as in EquiForceTM, a feed targeted for the equine industry that contains
      Agrastim®,
      vitamins and minerals formulated to supply nutrients to meet the physiological
      needs of equine athletes and to boost their immune systems.





BioAgra
      is also producing PurestimTM, a purified beta-1,3/1,6-D glucan intended for use
      by other companies that manufacture neutraceuticals and dietary supplements
      for
      human consumption, and is designing other products for human, animal and
      aquaculture consumption based on beta glucan and other
      immunoenhancers.  PurestimTM, together with Agrastim®, are sometimes
      referred to herein as “beta glucan products.”





We
      also
      own a 49% interest in ExypnoTech, Gmbh (“ExypnoTech”), a company that is
      manufacturing and developing radio frequency identification (“RFID”) components
      used in the production of, among other things, smart labels, smart cards and
      smart tags.  ExypnoTech, in addition to the inlay components, plans to
      manufacture and sell other types of RFID components.  In December
      2003, ExypnoTech sold a controlling 51% interest to TagStar Systems, GmbH for
      $98,000 in cash.  As a result of this sale, we have a 49% interest in
      ExypnoTech, are entitled to 49% of any net income generated by ExypnoTech or
      any
      dividends paid and share 49% of any net losses.





Prior
      to
      our acquisition of an interest in BioAgra, we were primarily involved in our
      patented particle interconnect technology.  We acquired the particle
      technology in February 1998 to pursue a more focused, strategic application
      and
      development of the particle technology and to commercialize the technology
      as
      the NanoPierce Connection System (NCSTM).  While
      we do not plan, at this time, to continue efforts to manufacture or develop
      products that utilize our particle technology, we have entered into two
      provisional technology license agreements for the manufacture, development
      and
      marketing of products using our particle technology.  However, to
      date, neither agreement has matured into a full-scale commercial license
      generating royalty and license revenues for us.





As
      a
      result of our change in business focus from electronics technology to
      biotechnology, we have several inactive or discontinued subsidiaries and
      investments described below.





**·**
            ***ExypnoTech,
                LLC***.  On June 18, 2004, we organized ExypnoTech,
                LLC for the purpose of marketing, primarily in the United States,
                the RFID
                components manufactured by ExypnoTech.  ExypnoTech, LLC has had
                no active operations since the first calendar quarter of
                2005.




**·**
            ***NanoPierce
                Card Technologies, GmbH***.  Established in January
                2000, NanoPierce Card was responsible for the marketing of our technology,
                services and products on an international basis.  On April 1,
                2003, NanoPierce Card filed for insolvency with the courts of Munich,
                Germany.  NanoPierce Card completed a plan of self-liquidation
                and the German court legally dissolved the entity on June 8,
                2004.




**·**
            ***Scimaxx
                Solutions, LLC***.  On September 15, 2003, we entered
                into a joint venture with Scimaxx, LLC.  The purpose of the
                joint venture was to provide the electronics industry with technical
                solutions to manufacturing problems based on the need for electrical
                connectivity.  In April 2005, Scimaxx Solutions ceased
                operations.





2
 ***Table
            of Contents***





**BioAgra,
      LLC**





*Business
      Strategy*





Governments
      are currently urging, and consumers are demanding, producers to remove growth
      promotion antibiotics from the human food chain supply to reduce the development
      in humans of increasingly powerful and virulent strains of antibiotic-resistant
      bacteria, which makes treatment for illnesses and diseases more difficult and
      expensive.  In addition, consumers are demanding more natural,
      organic, antibiotic-free foods.





Animals
      in the cattle, dairy, poultry, turkey, duck, equine, and swine industries and
      aquatic animals, such as shrimp, are currently fed growth promotion
      antibiotics.  BioAgra is targeting the cattle, dairy, poultry, turkey,
      duck and swine industries for the sale of Agrastim® as an alternative
      to growth promotion antibiotics used in feed.  BioAgra is targeting
      the equine industry with a product called EquiForceTM that contains Agrastim® and has
      been
      formulated to supply nutrients to meet the physiological needs of equine
      athletes and to boost their immune systems.





BioAgra
      has also begun producing and marketing a new beta glucan product under the
      name
      PurestimTM. This product is sold to companies that manufacture neutraceuticals
      and dietary supplements for human consumption.  BioAgra’s beta glucan
      products may be targeted for other uses in the future.





*Background
      on Beta Glucan Products and the Need for Alternatives to Growth Promotion
      Antibiotics*





Agrastim®
      and PurestimTM are
      produced from spent brewer’s or distillery yeast.  The beta glucan
      products are a combination of bioactive nutrients and B-glucans that are
      extracted from the cell walls of yeast using steam injection and a centrifuging
      extraction process.  Beta glucan is a natural, non-toxic product that
      has been shown to stimulate immune systems in animal, poultry and other
      organisms.  Independent test results were published in an article
      titled “*The Influence of B-Glucan on Immune Responses in Broiler
      Chickens*” (“*Immunopharmacology and Immunotoxicology*,”
Volume 25, 2003 (Marcel Dekker)), demonstrating the stimulation of
      the
      broiler chicken’s immune systems by the B-glucan.  BioAgra’s beta
      glucan products are designed to enhance the immune system and to promote
      accelerated growth in various organisms.





Antibiotics
      have been added to animal feed in an effort to produce healthier animals and
      to
      promote faster growth.  Scientists, however, now believe that this
      practice may lead to unforeseen and unwanted effects.  Some studies
      and articles indicate that growth promotion antibiotics contained in animal
      feeds may accumulate in the animal body and can cause harm to humans, including
      causing allergic and abnormal reactions.





The
      excessive use of antibiotics, especially growth promotion antibiotics, in animal
      feed may convert some bacteria into antibiotic-resistant strains of bacteria
      that can infect humans through the consumption of meat products.  When
      a human develops a resistant strain of bacteria, it becomes difficult and
      expensive to treat due to the bacteria’s resistance to
      antibiotics.  The use of antibiotics in animal feed has already
      affected many countries in Europe, which have banned the use of growth promotion
      antibiotics in animal feed. It is expected that the United States may also
      begin
      to ban or discourage the use of these antibiotics in animal feed.





Alternatives
      to antibiotics, including Agrastim®, are increasingly
      in demand by animal farmers and other producers because they lack the drawbacks
      of antibiotics and other chemical compounds.  Agrastim® is a natural,
      non-toxic product that has been proven to stimulate immune systems, thereby
      eliminating the usage of antibiotics and growth hormone supplements in animal
      feeds. Agrastim® is designed
      to
      enhance the immune system and to promote accelerated growth. We believe
      Agrastim® as a
      feed additive can help resolve the harmful effects of growth promotion
      antibiotics that can be toxic to humans and can produce safe and healthy animal
      feed that may be claimed as “drug-free.”





3
 ***Table
            of Contents***





*Manufacturing
      of the Beta Glucan Products*





Raw
      Materials





BioAgra
      produces its beta glucan products from spent brewer’s or distillery
      yeast.  Brewer’s yeast is used in the production of alcoholic
      beverages.  Currently, yeast and other raw materials utilized in the
      production of the beta glucan products are purchased from a Brazilian supplier
      pursuant to invoices documenting each separate purchase.  The yeast is
      consistent with BioAgra’s production needs and such arrangements currently are
      not subject to any volume limitations or import
      restrictions.  Arrangements are being made with additional commercial
      firms that purchase and distribute these types of yeast.  BioAgra
      believes that there is an adequate supply of these raw materials for the
      foreseeable future for BioAgra’s proposed activities.  BioAgra intends
      to purchase these raw materials from other available worldwide suppliers that
      can provide a cost efficient source of high quality raw materials that will
      permit it to produce a purified beta glucan product that is at least 80%
      pure.





Production
      Plant


BioAgra’s
        production plant is located at 103 Technology Drive, Hinesville, Georgia
        31313.  BioAgra has leased the facility from the Liberty County
        Industrial Authority pursuant to an Industrial Lease Agreement, dated March
        1,
        2005, for a period of 120 calendar months at $12,000 per month (of which
        certain
        amount have been paid other than monthly as permitted by the
        lessor).  At the expiration of the lease term, BioAgra has the option
        to purchase the leased premises (real estate and improvement) for
        $500,000.  The facility is approximately 30,000 square feet,
        consisting of both office space and a production area and is also expected
        to
        include a research and development laboratory.  The production area
        has enough space to hold three separate production lines in its current
        configuration, although as of this date, BioAgra only has a single production
        line.  The facility is located on approximately 7.29
        acres.


The
      plant
      commenced operations in March of 2006.  The plant went through a
      shakedown period in which BioAgra evaluated and better understood the controls
      and efficiencies of the plant.  BioAgra started operating at
      full-scale capacity in April of 2006.  The production line has a
      designed capacity of producing 10,000 kilograms of Agrastim® per
      month.  BioAgra has approximately 5,600 kilograms of packaged and
      drummed pure Agrastim® finished
      and on the
      floor for sale and delivery. It has discontinued production at this time until
      at least 50% of the Agrastim® in inventory
      has
      been sold.





Production
      Process





In
      manufacturing the beta glucan product, the cell walls of the baker’s or
      distillery yeast are exposed to high temperatures using steam
      injection.  The mixture is then separated into solid and liquid
      portions by a centrifuge, and the liquid portion is discarded.  The
      solid portion is thoroughly washed with water and then exposed to elevated
      temperatures using stream injection extracting a residue.  The residue
      is separated again into solid and liquid portions by a centrifuge and the liquid
      portion is discarded.  Finally, the solid portion is thoroughly washed
      with water and the residue is spray dried, which results in the beta glucan
      product.





Agrastim®
      is a concentrate
      that many farmers or producers will be unable to mix with feed in the required
      proportions.  Therefore, BioAgra expects to produce specialized
      premixes containing Agrastim® and vitamins
      and/or
      mannoproteins.  Mannoproteins are purified from the yeast during the
      manufacturing process.  BioAgra will be able to sell to a broader
      array of customers through the production of premixed
      products.  EquiForceTM, a premixed product designed for and marketed to
      the racing and sport horse industry, is one of BioAgra’s first premixed products
      and is a combination of vitamins, minerals and Agrastim®.





PurestimTM
      is a concentrate that is being marketed and sold as an additive to companies
      that manufacture and sell neutraceuticals and dietary
      supplements.  These companies will purchase the PurestimTM as an
      ingredient for inclusion in existing products.  There has been limited
      sales of PurestimTM to customers of AHD International.





4
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            of Contents***





Employees





BioAgra
      has three employees.  In addition to its two managers and executive
      officers, there is one employee employed as Plant Manager, Research and
      Development Director and Administrative Assistant.  During production
      cycles, BioAgra hires additional employees consisting of one manager and two
      crew members for each of two 12 hour shifts.  When BioAgra begins
      full-scale operations, these temporary employees are expected to be hired on
      a
      full-time basis.





*Marketing
      and Distribution*





BioAgra
      is focusing its initial marketing efforts on the animal feed
      industry.  BioAgra has targeted its efforts in the State of Georgia
      and those states in which the vast majority of poultry producers in the United
      States are located.  The initial marketing strategy was to penetrate
      the poultry industry by utilizing existing industry distributors or direct
      sales
      on a national and international basis.  BioAgra also marketed
      Agrastim® by
      attendance at various poultry-related conventions.  After successful
      testing of Agrastim® with other
      animals,
      BioAgra has expanded the scope of its marketing to include the cattle, dairy,
      swine, aquatic animal, equine and dietary supplement industries.





In
      addition to BioAgra’s agreement with AHD International, LLC, BioAgra has one
      independent distributor, Agra Nutrition, LLC, that is marketing Agrastim® on a national
      basis
      and in India.  Agra Nutrition, LLC is owned by Mr. Warren Robold who
      also functions as Director of U.S. and International Sales for
      BioAgra.





Poultry
      and Turkey Industry





Poultry
      is the largest worldwide source of protein food for human
      consumption.  In addition, poultry can be raised in small geographical
      areas.  In the United States, approximately 8 billion chickens and 275
      million turkeys are farmed for “broiler” production and processing each year.
      Each broiler chicken consumes an average of 10 pounds of feed during its
      approximately 42 day life span for a total of 40 million tons of feed for all
      the broiler chickens in the United States each year.  Each turkey
      consumes approximately 110 pounds of feed for a total of 13.75 million tons
      of
      feed. In addition, there are approximately 450 million egg producing chickens
      raised in the United States each year, which consume approximately 132 pounds
      of
      feed over a period of 1.5 years for a total of 27 million tons of
      feed.





Cattle
      Industry





The
      United States has the largest fed-cattle industry in the world, and is the
      world’s largest producer of beef for domestic and export
      use.  According to the National Cattleman’s Beef Association, there
      are roughly 800,000 beef producers in the United States and approximately 97.1
      million cattle in the United States.  During the production process,
      cattle usually spend four to six months in a feedlot, during which time they
      are
      fed scientifically formulated rations.  Producers and veterinarians
      take great care to use only the optimal amount of antibiotics needed to maintain
      an animal in good health.  The United States government through the
      National AntiMicrobal Resistance Monitoring System strictly tracks antibiotic
      resistance as well as products and interventions to assure the safety of the
      cattle as well as the beef supply.





Dairy
      Industry





According
      to Best Food Nation, a group of associations representing all levels of the
      food
      chain, there are approximately 65,000 dairy farms and approximately 9,041,000
      dairy cows in the United States. Each year, the United States produces over
      1
      billion pounds of butter, more than 7 billion pounds of cheese, over 1 billion
      pounds of nonfat dry milk, 1.5 billion pounds of yogurts, and 1 billion gallons
      of ice cream.  Dairy cows eat roughly 100 pounds of feed each
      day.  Dairy farmers typically employ professional nutritionists to
      develop scientifically formulated diets for their cows.  If a cow is
      being treated with antibiotics, she is taken out of the milking herd and not
      put
      back into the herd until her milk tests free of
      antibiotics.  Applicable regulations require every tank load of milk
      entering dairy processing plants to be strictly tested for animal drug
      residues.  The United States dairy industry conducts more than 3.5
      million tests each year to ensure that antibiotics are kept out of the milk
      supply.  Any tanker that tests positive is disposed of immediately,
      never reaching the public.





5
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            of Contents***





Swine
      Industry





Another
      industry where the use of antibiotics among animals is of concern is the swine
      industry.  According to the United States Department of Agriculture,
      pork is the number one meat consumed in the world and there are approximately
      70,000 hog farms in the United States today.  Antibiotics may be given
      to prevent or treat disease in hogs; however, a “withdrawal” period is required
      from the time antibiotics are administered until it is legal to slaughter the
      animal.  Pigs fed antibiotics are segregated so that residues can exit
      the animal’s system and not be present in the meat.  Recently, the
      pork industry has established programs to encourage producers to implement
      management practices that reduce the need for antibiotics, and to use
      antibiotics only when other management practices do not, or will not, succeed
      in
      managing a correctly diagnosed problem.





Aquaculture
      Industry





Aquaculture
      is defined as the production of aquatic animals and plants under controlled
      conditions for all or part of their lifecycle.  According to the
      United States Department of Agriculture’s Economic Research Service, during the
      last two decades, the value of United States aquaculture production rose to
      nearly $1 billion and is one of the fastest growing food-producing
      sectors.  According to the *International Trade Report*
      produced in 2005 by the United States Department of Agriculture, U.S. per-capita
      seafood consumption has remained around 15 pounds through the late 1980s and
      1990s, it is expected to increase as farm-raised products become cheaper.
      Currently, the United States consumes nearly 12 billion pounds of fish a
      year.  By 2025, demand for seafood is projected to grow by another 4.4
      billion pounds above what is consumed today.  In addition, it is
      estimated that by 2020, 50 percent of the U.S. seafood supply will come from
      aquaculture.





Equine
      Industry





In
      addition to the use of Agrastim® as an alternative
      to antibiotics in animal feed, BioAgra has developed a product with
      Agrastim®focused
      on racing and performance horses.  Racing and
      performance horses are subject to the outbreak of debilitating and deadly
      diseases, such as the Equine Herpesvirus type 1 that killed six horses in an
      outbreak in December 2006 in Wellington, Florida. BioAgra’s EquiForceTM product
      has been designed to supply vitamins and minerals needed to meet the
      physiological needs of equine athletes.  In addition, EquiForceTM
contains Agrastim® to boost
      equine
      immune systems to aid in suppressing bacterial and viral infections and
      increasing stamina and resistance to stress.  A trial of the
      EquiForceTM product was conducted by an equine veterinarian at Fort Valley State
      University in Fort Valley, Georgia showing positive immune responses in a
      controlled study.  BioAgra expects to obtain its first commercial
      scale order for the product in the near future.





Neutraceuticals
      and Dietary Supplement Industry





Annual
      sales of supplements, fortified foods and beverages and neutraceuticals for
      human consumption in the United States, are estimated to be approximately $100
      billion.  The vitamins, minerals and supplements market reached its
      present size due to a number of factors, including (i) interest in healthier
      lifestyles, living longer and living well, (ii) the publication of research
      findings supporting the positive health effects of certain nutritional
      supplements and (iii) the aging of the “baby boom” generation combined with the
      tendency of consumers to purchase more nutritional supplements and natural
      foods
      as they age.  BioAgra is considering the sale of PurestimTM as a
      supplement for introduction by outside companies into packaged products for
      human consumption.





*Customers*





BioAgra
      is targeting a broad range of customers consisting of both large and small
      consumers of animal feed both nationally and internationally to avoid dependency
      on one or a small number of customers.  In addition, BioAgra is
      beginning to target neutraceutical and dietary supplement producers for the
      sale
      of PurestimTM as an additive in their existing products for human
      consumption.





6
 ***Table
            of Contents***





On
      April
      1, 2007, BioAgra and AHD International, LLC signed an agreement whereby AHD
      International agreed to purchase beta glucan products from
      BioAgra.  The agreement has a term of five years with the right for
      successive renewals provided minimum sales requirements are met.  The
      agreement provides that AHD International will purchase beta glucan products
      for
      resale to various end users in thirteen countries.  The agreement
      grants AHD International the exclusive right to sell the beta glucan products
      to
      all users in ten countries, including, Canada, Chile, Brazil, Japan, Vietnam,
      South Korea, Australia, New Zealand, Germany and Denmark.  In
      addition, the agreement grants the right to sell the beta glucan products in
      an
      additional three countries (South Africa, Mexico and the United States), with
      the exclusivity of such right dependant on the type of end user sold to and
      the
      country involved.





Mid
      South
      Feeds of Alma, Georgia began adding Agrastim® to its
      top 5
      premium lines of dog food and its top 2 premium brands of horse feed in May
      2006.  In addition, Mid South Feeds has recently begun to add
      Agrastim® to
      its equine vitamin supplement, Equi-Match, which has been designed to be fed
      as
      a top-dress supplement for horses in training, competition and recovery. Mid
      South Feeds has over 175 distributors in Florida, Georgia, Alabama, Virginia,
      Kentucky, North Carolina and South Carolina. Besides manufacturing dog and
      horse
      feed, Mid South also manufactures fish and shrimp feed, and starter feed for
      dairy cattle and swine.  To date, sales of Agrastim® by MidSouth
      have
      been limited.





*Management*





Managers
      and Officers





BioAgra
      is a manager-managed Georgia limited liability company.  The managers
      and officers of BioAgra are as follows:





**Name**
            **Position**Neal
                Bartoletta
            Manager,
                President and Chief Executive OfficerPaul
                H. Metzinger
            Manager,
                Executive Vice President, Chief Financial Officer and
                Secretary





Biographical
      Information





Biographical
      information regarding Mr. Metzinger is set forth in “Item 9—Directors and
      Executive Officers of the Company.”  The following is biographical
      information about Mr. Bartoletta:





Mr.
      Bartoletta has served as the President and a Manager of BioAgra, LLC since
      December 2004.  From 1980 to 1991, Mr. Bartoletta served as the
      President of Bart Warehousing Corp in South Kearny, New Jersey, and from 1978
      to
      1999, as the President of N.J. Bart Corp, Elizabeth, New Jersey.  From
      1998 to the present, he has served as the President of Xact Resource
      International, Inc. of Boca Raton, Florida.  In 2006, Mr. Bartoletta
      was appointed the President of Justin Holdings, Inc. of Boca Raton,
      Florida.  Justin Holdings is the owner of the other 50% equity
      interest in BioAgra.  Mr. Bartoletta is a graduate of the Academy of
      Advanced Traffic.





*Joint
      Venture Partner*





As
      described elsewhere in this report, we own a 50% interest in
      BioAgra.  The remaining 50% of BioAgra is owned by Justin Holdings,
      Inc., a Florida corporation.  Justin Holdings, Inc. is a holding
      company that currently has no other investments and no other substantial
      business activities other than its ownership interest in BioAgra.  All
      of the outstanding capital stock of Justin Holdings is owned by Neal Bartoletta,
      who is also the sole officer and director of Justin Holdings and is the manager,
      president and CEO of BioAgra.  Justin Holdings acquired a 50%
      ownership interest in BioAgra as the result of the assignment by Xact Resources
      of its membership interest in BioAgra in February 2006.





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**ExypnoTech,
      Gmbh**





ExypnoTech
      is involved in the manufacture and development of RFID components used in the
      manufacture of, among other things, smart labels, smart cards and smart
      tags.  RFID components are used to identify objects by short-range
      radio over a few millimeters to distances as great as a meter.  RFID
      inlays consist of a small transponder chip bonded onto a metal foil antenna
      on
      an exceptionally thin and small plastic or paper sheet.  ExypnoTech
      currently offers RFID components using a method of ultrasonic bonding originally
      developed by us.





*Raw
      Materials*





Production
      of RFID components requires computer chips, antennas and
      laminates.  ExypnoTech obtains its supply of chips from Phillips,
      Infineon and other suppliers and its antennas and laminates from many
      sources.





*Production
      Process*





The
      production process for a smart label is a form of “welding” at the molecular
      level, bonding a chip to the antenna using ultrasonic energy and applying the
      assembled circuitry into laminates printed with customer designed
      information.  A continuous feed high speed die bonder extracts a chip
      from the wafer, flips the chip, applies a high speed non conductive adhesive
      to
      the antenna contact pads, which are fed into the die bonder on a tape, and
      presses the chip down onto the antenna pads.  Customers can then print
      designated information to the laminate enveloping the assembled circuitry.
      ExypnoTech currently is operating four die bonders, three shifts per day, five
      days a week.  Management of ExypnoTech has advised us that ExypnoTech
      is the third largest inlay manufacturer in Europe.  ExypnoTech plans
      to install two additional die bonders this year.





*Customers*





There
      are
      a wide range of potential customers for RFID components.  ExypnoTech
      has numerous customers using its products in a wide variety of RFID
      applications.





*Management*





The
      managers of ExypnoTech are Bernhard Maier, Michael Kober and Peter
      Hahn.





**Particle
      Technology**





On
      February 26, 1998, we acquired the intellectual property rights related to
      our
      particle interconnect technology from Particle Interconnect Corporation, a
      Colorado corporation. We acquired the particle technology to pursue a more
      focused, strategic application and development of the particle technology and
      to
      commercialize the technology as the NanoPierce Connection System (NCSTM). NCS is
      an
      alternative method of providing temporary or permanent electrical connections
      between different flexible, rigid, metallic and non-metallic surfaces. Through
      the use of the particle technology, we can also attach semiconductors directly
      to various surfaces. While we do not plan, at this time, to continue efforts
      to
      manufacture or develop products that utilize our particle technology, we will
      pursue the licensing of our technology to third parties.





In
      November 2006, we signed a six-month technology license agreement to permit
      a
      prospective licensee the non-exclusive opportunity to conduct a market survey
      relating to our particle interconnect technology that was extended in May 2007
      for an additional six-month period.  This prospective licensee has
      advised us that it wishes to negotiate a long term royalty paying license
      agreement.  In January 2007, we signed a separate six-month technology
      licensing agreement to permit a different prospective licensee the non-exclusive
      opportunity to conduct a market survey relating to our particle interconnect
      technology that was extended in July 2007 for an additional six-month
      period.  If either market survey is favorable, that technology
      licensing agreement may mature into a royalty-paying commercial
      license.





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**Research
      and Development**





Our
      research and development activities were formerly conducted through NanoPierce
      Connection, with additional activities occurring at ExypnoTech.  For
      the fiscal years ended June 30, 2007, 2006 and 2005, we incurred no research
      and
      development expenses.





We
      anticipate that a substantial amount of research and development activities
      will
      occur at BioAgra, LLC.  The expected activities include testing
      Agrastim® and
      PurestimTM for quality control and the development of new premixed products
      containing Agrastim® that will
      allow
      BioAgra to market and sell to a broader range of customers.  BioAgra
      expects to fund and build an extensive research and development laboratory
      at
      its main facility and has adequate space at the facility to build such a
      laboratory.  The laboratory is currently in the design
      stages.





BioAgra
      sponsors independent university research projects for Agrastim®.  One
      past research project was an equine study completed by Fort Valley State
      University in Fort Valley, Georgia.  Another research project was
      conducted by the University of Georgia relating to the application of
      Agrastim® in
      chicken feed as an alternative to antibiotics to treat necrotic enteritis,
      a
      deadly disease affecting poultry and turkey.





BioAgra
      and Agra Nutrition, LLC have conducted, in the past, and are currently
      conducting numerous field trials of Agrastim® in all
      market
      applications.  These trials provide valuable data relating to the
      benefits of using Agrastim® in the
      feeds of
      animals.  The dairy market is of particular interest to BioAgra and
      Agra Nutrition, LLC because of the dramatic reduction on somatic cell count
      in
      milk after application of Agrastim® in the
      feed of
      dairy cattle.  A reduction in somatic cell count is directly related
      to an increase in overall milk production and can contribute to longer shelf
      life of the milk.





**Competition**





**BioAgra**





Competition
      for beta glucan products in the markets targeted by BioAgra is currently
      limited.  The United States and many other countries are in the
      process of eliminating or plan to eliminate the use of growth promotion
      antibiotics in the feed of animals intended for human consumption. There are
      a
      limited number of alternatives to growth promotion antibiotics.  Such
      alternatives include organic acids, plant extracts such as oregano oil, and
      mannoproteins.  These alternatives have not experienced a great
      success rate to date.





Other
      potential competitors to BioAgra include those companies already producing
      beta
      glucan for human consumption.  This type of “purified” beta glucan is
      considered too expensive to use in markets other than for direct human
      consumption.  Other competitors are those producing beta glucan with a
      60% or less bioactivity level for the markets addressed by
      BioAgra.  “Bioactivity” is the ability to activate the cells of the
      immune system, specifically white blood cells that help to kill and digest
      foreign materials and infectious microorganisms.  The greater the
      bioactivity level, the greater the ability to activate the cells of the immune
      system.  Based upon data provided to us, beta glucan having less than
      80% bioactivity is not effective in the animal feed markets chosen by
      BioAgra.  BioAgra intends to produce beta glucan with at least 80%
      bioactivity and intends to provide a written guarantee to its customers that
      its
      beta glucan products will have a bioactivity level of at least 80%.





Competition
      will also consist of established producers of growth promotion antibiotic
      products.  These are large companies with vast resources allocated to
      the protection of the brand recognition and market share of their products.
      Success will require people switching from the artificial antibiotic growth
      products to beta glucan products.





We
      are
      also aware of one company, Fibona Health Products GmbH, which is promoting
      yeast
      beta glucan products in Europe and the United Kingdom.  We do not
      believe its products will compete with BioAgra’s beta glucan
      products.





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**ExypnoTech**





Competition
      in the electronic connector and RFID market is fierce.  The principal
      competitive factors are product quality, performance, price and
      service.  We and our licensees face competition from well-established
      firms with other interconnect technologies.  We will face competition
      from the development of existing and future competing
      technologies.  There currently exists approximately 28 different
      technologies that can be used to create interconnect solutions, including
      dendrite crystals, gold dot technology, anisotropic technology (technologies
      using materials whose behavior differs in the up/down and left/right
      directions), elastomerics (rubber-like synthetic materials) and Z-axis
      conductive adhesives.  These technologies currently are produced by
      materials and chemical suppliers, flexible and rigid printed circuit board
      manufacturers, as well as electronics manufacturers who produce their own
      materials and interconnect systems.





**Intellectual
      Property**





**BioAgra**





*Progressive
      Bioactives License Termination Agreement*





On
      July 11, 2007, BioAgra, LLC entered into a Termination and Mutual General
      Release Agreement with Progressive Bioactives, Inc. to terminate the parties’
Technology License Agreement dated April 15, 2005 that had granted BioAgra
      the license to produce and process a yeast beta glucan product.  As
      consideration for termination of the Technology License Agreement, BioAgra
      agreed to pay to Progressive Bioactives 2.5% of its gross sales of beta glucan
      products from July 1, 2007 through June 30,
      2017.  Additionally, for a period of two years beginning on
      July 1, 2007, BioAgra agreed to use its best efforts not to pursue
      marketing and sales of its beta glucan products in the field of livestock,
      companion animal, and aquaculture in Canada, South Africa, Australia, Chile,
      and
      South Korea.  BioAgra also agreed to indemnify and hold Progressive
      Bioactives harmless from any third-party claim arising from any sale of beta
      glucan into the human nutrition and cosmetic markets.





The
      termination and mutual release agreement further provided that BioAgra has
      the
      right to manufacture beta glucan products utilizing its own intellectual
      property, methods and processes, such methods and processes being independent
      of
      and separate from any patent or other intellectual property rights of
      Progressive Bioactives.  BioAgra and Progressive Bioactives (and its
      affiliates) each acknowledged and agreed that their respective beta glucan
      technology does not infringe on the technology of the other party and agreed
      not
      to sue each other or any agent, customer, affiliate, representative distributor
      or other person acting on behalf of such party for infringement of any current
      or future intellectual property rights based on each party’s use of its own
      methods and processes for producing beta glucan or any reasonable modifications
      thereof.





Progressive
      Bioactives and BioAgra each unconditionally released and discharged each other
      from any and all claims, defenses, demands, causes of action, liability,
      damages, costs and expenses arising from or related to the subject matter of
      the
      license agreement, which they have or may have up through and including the
      date
      of execution of the termination and mutual release agreement, whether such
      claims were known or unknown at the time of the agreement.





*Development
      of Beta Glucan Products*





BioAgra
      has developed, and continues to work towards new modifications to, its beta
      glucan manufacturing process.  BioAgra may file for patent protection
      for its beta glucan products or may keep its processes and procedures as a
      trade
      secret.





**Particle
      Technology**





We
      are
      currently in the process of attempting to license our NCSTMtechnology
      to third
      parties. NCSTM
      is a method where metallized, hard, microscopic particles are deposited onto
      one
      of two contact surfaces, through electrolytic or electro-less plating methods
      or
      other methods.  When the two surfaces are pressed together, the
      conductive particles penetrate the second contact surface and create an
      electrical connection.  Bonding of the contact surfaces can be
      achieved using nonconductive adhesives or ultrasonic welding.  NCS
      provides advantages to potential users including lower costs through the usage
      of less expensive materials, the elimination of manufacturing steps, improved
      thermal and electrical properties, elimination of special environments for
      application, decreased production time, easy integration into existing
      production lines, increased design miniaturization, adaptability for specific
      applications, and RF (radio frequency) performance.





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Other
      Intellectual Property





We
      currently hold 11 patents with the U.S. Patent and Trademark
      Office.  To reduce expenses, during the fiscal years ended
      June 30, 2006 and 2005, we abandoned several of our patent
      applications.  We also hold several trademarks with the U.S. Patent
      and Trademark Office in connection with our former name, logo and
      services.





**Government
      Regulation**





BioAgra
      has self-certified that all components of its beta glucan products are generally
      recognized as safe or GRAS according to the U.S. Food and Drug Administration
      regulations.  A GRAS designation exempts the beta glucan products from
      the regulations of the U.S. Department of Agriculture, permitting the sale
      of
      the beta glucan products anywhere in the United States without obtaining a
      license.  Should BioAgra determine that the beta glucan products can
      no longer be recognized as GRAS, it will be required to sell the beta glucan
      products as food additives by obtaining a license to sell from each individual
      state in which sales would occur.  There is no assurance that BioAgra
      will be able to successfully obtain or maintain licenses in all states in which
      sales are expected to be made or that the cost of obtaining and maintaining
      these licenses will not limit BioAgra’s ability to sell the beta glucan
      products.





We
      believe that we are in compliance with all federal and state laws and
      regulations governing our limited operations.  Further, we believe
      that we are in compliance with all German laws and regulations governing our
      limited operations in Germany.  Compliance with federal and state
      environmental laws and regulations did not have a material effect on our capital
      expenditures, earnings or competitive position during the fiscal years ended
      June 30, 2007 or 2006.





**Employees**





As
      of
      October 10, 2007, we and our subsidiaries had one employee.  Mr.
      Metzinger is our only executive officer and has a signed employment agreement
      with us.





**Risk
      Factors**





*In
      addition to the other information in this report, the following factors should
      be considered in evaluating our business and financial condition.  We
      believe the risks and uncertainties described below may materially affect our
      liquidity and operating results.  There also could be additional risks
      and uncertainties that we are currently unaware of, or that we are aware of
      but
      currently do not consider to be material.  These could become
      important in the future or prove to be material and affect our financial
      condition or results of operations.*





**Risks
      Relating to Our Business and the Business of Our Unconsolidated
      Investees**





***We
      have a history of losses***





We
        expect
        that BioAgra’s manufacturing, developing and marketing of Agrastim® as a
        feed additive
        in the poultry, equine, cattle, swine and aquaculture industries and PurestimTM
for human consumption will be expensive.  We recently have incurred
        increased operating expenses without any increase in revenues.  We
        reported a net loss of $3,770,738, $2,407,821 and $997,616 for our fiscal
        years
        ended June 30, 2007, 2006 and 2005, respectively.


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***We
      may not be able to continue as a going concern***





Our
        independent registered public accounting firm’s audit report on our consolidated
        financial statements as of June 30, 2007 includes an explanatory paragraph
        expressing substantial doubt about our ability to continue as a going
        concern.  As a result of this going concern modification in our
        auditor’s report on our financial statements, we may have a difficult time
        obtaining significant additional financing.  If we are unable to
        secure significant additional financing, we may be obligated to seek protection
        under the bankruptcy laws and our stockholders may lose their
        investment.
  ***Our
        joint venture investments could be adversely affected by our lack of sole
        decision-making authority, our reliance on co-venturers’ financial condition and
        disputes between our co-venturers and us***





Our
      primary business is our 50% interest in BioAgra, our particle interconnect
      technology and our 49% interest in ExypnoTech, Gmbh.  Investments in
      joint ventures involve risks that would not be present were another party not
      involved, including the possibility that our co-venturer, Justin Holdings,
      Inc.
      with respect to BioAgra, LLC and TagStar Systems, Gmbh with respect to
      ExypnoTech, Gmbh (each of which is an entity over which we have no control),
      might become bankrupt, fail to fund their share of required capital
      contributions or fail to perform their responsibilities under our agreements
      with them.  Our co-venturers’ and our licensees also may have economic
      or other business interests or goals that are inconsistent with our business
      interests or goals, and they may be in a position to make decisions or to take
      actions that are contrary to our preferences, policies or
      objectives.





We
      do not
      have sole decision making control regarding either the BioAgra or the ExypnoTech
      joint ventures.  With respect to BioAgra, in which we have a 50%
      interest, we have the potential risk of impasses on decisions, such as the
      business policies, practices and procedures relating to the production and
      marketing of beta glucan products or a sale of the joint venture, because
      neither we nor the other 50% owner, Justin Holdings, Inc., has full control
      over
      the joint venture.  In the ExypnoTech joint venture, in which we have
      a minority interest, decisions may be made or actions taken contrary to our
      objections.  Disputes between us and our co-venturers may result in
      litigation or arbitration that would increase our expenses and prevent our
      officers and/or directors from focusing their time and effort exclusively on
      our
      business.  Consequently, actions by or disputes with our co-venturers
      might result in subjecting properties owned by the joint ventures to additional
      risk.  In addition, we may, in certain circumstances, be liable for
      the actions of our co-venturers.





***If
      our products infringe the intellectual property rights of others, we may pay
      unexpected litigation costs or damages for selling our
      products***





We
      intend
      to avoid infringing (and to cause entities in which we hold equity interests
      to
      avoid infringing) the intellectual property rights of others; however, no
      assurances can be given that the manufacture and sale of our products (or
      products of entities in which we hold an equity interest) may not infringe
      or
      otherwise violate the intellectual property rights of others. If this were
      to be
      the case, we (or the entities in which we hold equity interests) may be subject
      to legal proceedings and claims, including claims of alleged infringement by
      us
      (or the entities in which we hold equity interests) of the patents and other
      intellectual property rights of third parties. Intellectual property litigation
      is expensive and time-consuming, regardless of the merits of any
      claim.





If
      it
      were to be found that our products (or the products of an entity in which we
      hold an equity interest) potentially infringe or violate the intellectual
      property rights of others, we may need to obtain licenses from these parties,
      substantially re-engineer products in order to avoid infringement or renegotiate
      existing licenses to avoid future infringement. We (or the applicable entity
      in
      which we hold an equity interest) might not be able to obtain the necessary
      licenses on acceptable terms, or at all, or be able to re-engineer products
      successfully. Moreover, if we are (or an entity in which we hold an equity
      interest is) sued for infringement and lose the suit, we (or such entity) could
      be required to pay substantial damages and/or be enjoined from using or selling
      the infringing products. Any of the foregoing could cause us to incur
      significant costs and prevent us (or such entity) from selling the products
      subject to any legal action.





BioAgra
      entered into a Termination and Mutual General Release Agreement with Progressive
      Bioactives.  Pursuant to the termination agreement, BioAgra and
      Progressive Bioactives agreed not to sue each other for infringement of any
      current or future intellectual property rights based on each party’s use of its
      own methods and processes or any reasonable modifications thereof, for the
      development and manufacture of beta glucan products.  However, we can
      provide no assurance that Progressive Bioactives will not allege that BioAgra
      has violated its intellectual property rights through the production and sale
      of
      the beta glucan product, which could result in substantial monetary damages
      or
      injunctions prohibiting the production of the beta glucan products.





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***If BioAgra's
      beta glucan products do not satisfy certain governmental
      regulations, BioAgra may be unable to obtain regulatory approval or may be
      required to obtain multiple licenses to sell our beta glucan
      products***





BioAgra
      has self-certified that all components of its beta glucan products are generally
      recognized as safe or GRAS according to the U.S. Food and Drug Administration
      regulations.  A GRAS designation exempts the beta glucan products from
      the regulations of the U.S. Department of Agriculture, permitting the sale
      of
      the beta glucan products anywhere in the United States without obtaining a
      license.  Should the beta glucan products lose their GRAS designation,
      BioAgra will be required to sell the beta glucan products as feed additives
      by
      obtaining a license to sell from each individual state in which sales would
      occur.  There is no assurance that BioAgra would be able to
      successfully obtain or maintain licenses in all states in which sales are
      expected to be made or that the cost of obtaining and maintaining these licenses
      would not limit its ability to sell the beta glucan products.





***Operations
      of BioAgra may be delayed or cost more than we
      anticipate***





Operations
      at the beta glucan production plant commenced in March of 2006. BioAgra produced
      approximately 7,600 kilograms of finished product, of which 5,600 kilograms
      remains in inventory, and has halted production pending the sale of at least
      50%
      of the existing inventory.  Once production is recommenced, there can
      be no assurances that there will not be future delays in operations or that
      the
      average cost to operate the plant will not be higher than
      anticipated.





***We
      cannot guarantee the quality, performance or reliability of BioAgra’s
      products***





Except
      as
      described in the prior risk factor, we have no prior experience manufacturing
      or
      producing beta glucan products or any other products.  We are relying
      upon the skill and experience of BioAgra’s managers and our co-joint venturer to
      timely and cost effectively manufacture the beta glucan product.  We
      expect that BioAgra’s customers will demand quality, performance and
      reliability.  We cannot assure you that we or our co-joint venturer
      will be able to meet the quality control standards that may be established
      by
      various industries for feed additives.  BioAgra intends to provide a
      written guarantee or other assurance to its customers that its beta glucan
      products will have a bioactivity level of at least 80%.  “Bioactivity”
is the ability to activate the cells of the immune system, specifically white
      blood cells that help to kill and digest foreign materials and infectious
      microorganisms.  The greater the bioactivity level, the greater the
      ability to activate the cells of the immune system. However, BioAgra cannot
      guarantee that all batches of the beta glucan products produced for inclusion
      in
      various animal feed products will meet that bioactivity level.  Should
      BioAgra be unable to meet the standard, it may lose existing customers and
      be
      unable to acquire new customers.





***There
      may be insufficient demand for BioAgra's beta glucan
      products***





Sales
      of
      the beta glucan products have been limited to date. The market acceptance of
      new
      products and technologies, including the beta glucan products, is subject to
      a
      number of factors, including the ability of the product to more effectively
      and
      efficiently meet potential customers’ needs than current
      products.  Antibiotics and growth hormone supplements are widely used
      in animal feed.  BioAgra must convince potential customers that
      Agrastim® is
      safe and effective as a feed additive and can be manufactured efficiently and
      cost effectively before animal producers will be willing to use the product
      rather than existing products such as antibiotics and growth hormone
      supplements.  In addition, BioAgra must convince potential customers
      that PurestimTM is safe for human consumption.  To create this consumer
      demand, BioAgra will have to successfully market and sell its
      products.  BioAgra has been conducting independent research studies
      and field trials as part of its overall marketing efforts, which has delayed
      market acceptance of Agrastim® and
      PurestimTM.  While results in such research studies and field trials
      have been favorable, the beta glucan products may not be viewed by consumers
      as
      an improvement over existing products and may not achieve commercial
      acceptance.





13
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            of Contents***





***We
      may be unable to meet our ongoing needs for additional
      capital***





We
      cannot
      accurately predict how much funding we will need to implement our strategic
      business plan or to continue operations.  Our future capital
      requirements, the likelihood that we can obtain money and the terms of any
      financing will be influenced by many different factors, including:





**·**
            our
                revenues and the revenues of our joint
                ventures;





**·**
            the
                status of competing products in the
                marketplace;





**·**
            our
                performance in the marketplace;





**·**
            our
                overall financial condition;





**·**
            our
                business prospects;





**·**
            the
                perception of our growth potential by the public, including potential
                lenders;





**·**
            our
                ability to enter into joint venture or licensing relationships to
                achieve
                a market presence; and





**·**
            our
                progress in developing, marketing and selling the beta glucan
                products.





If
      we
      cannot obtain adequate financing or if the terms on which we are able to acquire
      financing are unfavorable, our business and financial condition could be
      negatively affected.  We may have to delay, scale back or eliminate
      some or all of our development and marketing programs, if any.  We may
      also have to go to third parties to seek financing and, in exchange, we may
      have
      to give up rights to some of our technologies, patents, patent applications,
      potential products or other assets.





***We
      may be unable to hire and retain key personnel***





Our
      future success depends on our ability to attract qualified
      personnel.  We may be unable to attract or retain these necessary
      personnel.  If we fail to attract or retain skilled employees, or if
      our key employee fails to perform in his current position, we may be unable
      to
      assist in bringing the beta glucan products to the marketplace and to generate
      sufficient revenues to offset operating costs.





***BioAgra
      may be unable to hire and retain independent
      distributors***





BioAgra’s
      future success depends on its ability to attract qualified independent
      distributors for the beta glucan products.  It may be unable to
      attract or retain these independent distributors.  If BioAgra fails to
      attract or retain independent distributors, or if its existing independent
      distributors fail to find end users for the beta glucan products, it may be
      unable to successfully bring the beta glucan products to the marketplace and
      to
      generate sufficient revenues to offset operating costs.





***We
      may be unable to obtain and retain appropriate patent, copyright and trademark
      protection of our products or manufacturing process***





We
      protect our intellectual property rights through patents, trademarks, trade
      names, trade secrets and a variety of other measures.  However, these
      measures may be inadequate to protect our intellectual property or other
      proprietary information.  Should we encounter any of the following
      issues with our intellectual property, our business and financial condition
      could be negatively affected.





**·**
            ***Trade
                secrets may become known by third parties***.  Our
                trade secrets or proprietary information may become known or be
                independently developed by
                competitors.





14
 ***Table
            of Contents***





**·**
            ***Rights
                to patents and trade secrets may be
                invalidated***.  Disputes may arise with third
                parties over the ownership of our intellectual property
                rights.  Our patents may be invalidated, circumvented or
                challenged, and the rights granted under those patents that provide
                us
                with a competitive advantage may be
                nullified.





**·**
            ***Problems
                with future patent applications***.  Our pending or
                future patent applications may not be approved, or the scope of the
                granted patent may be less than the coverage
                sought.





**·**
            ***Third
                parties may develop similar products or manufacturing
                process***.  Competitors may develop similar
                products, duplicate our products or may design around the patents
                that are
                owned by us.  Competitors may develop a similar manufacturing
                process, duplicate our manufacturing process or may design around
                any
                patents that are owned by us in relation to the manufacturing
                process.





**·**
            ***Laws
                in other countries may insufficiently protect intellectual property
                rights
                abroad***.  Foreign intellectual property laws may
                not adequately protect our intellectual property rights
                abroad.  Our failure to protect these rights could adversely
                affect our business and financial
                condition.





**·**
            ***Litigation
                may be required to protect intellectual property rights***.
                Litigation may be necessary to protect our intellectual property
                rights
                and trade secrets, to determine the validity of and scope of the
                rights of
                third parties or to defend against claims of infringement or invalidity
                by
                third parties.  This litigation could be expensive, divert
                resources and management’s time from our sales and marketing efforts, and
                could have a materially adverse effect on our business, financial
                condition and results of operations and on our ability to enter into
                joint
                ventures or partnerships with
                others.





***Economic
      factors outside our control may have an adverse effect on our revenues and
      income***





BioAgra’s
      income may be impacted by economic factors that are beyond its control such
      as
      fluctuations in the price of animal feed and human dietary supplements,
      outbreaks of diseases in animals, and demand for products related to cattle,
      dairy, poultry, equine, swine, aquatic animals and human neutraceuticals and
      dietary supplements.  Rising animal feed prices and increases in
      production costs for livestock producers may cause a reduction in overall
      production, which, in turn, could adversely impact BioAgra’s
      revenues.  An outbreak of disease, such as avian influenza or mad cow
      disease, could result in increased government regulation of the livestock
      industry, a serious drop in demand for livestock products, and adverse publicity
      materially affecting the animal producers for a significant period of time,
      which could adversely impact BioAgra’s business, revenues, prospects, financial
      condition, and results of operation.





***The
      market for feed additives is competitive***





The
      feed
      additive market is competitive.  BioAgra will compete with producers
      of growth promotion antibiotic products, many of which are large companies
      with
      vast resources allocated to the protection of brand recognition and market
      share
      of their products.  BioAgra may also compete with companies producing
      beta glucan for other purposes, and companies that produce existing alternatives
      to growth promotion antibiotic products, such as organic acids, plant extracts,
      and mannoproteins.  BioAgra has a competitive disadvantage against
      many of these competitors in several different areas, including:





**·**
            financial
                resources;





**·**
            manufacturing
                capabilities;





**·**
            diversity
                of revenue sources and business
                opportunities;





**·**
            personnel
                and human resources; and





**·**
            research
                and development capabilities.





15
 ***Table
            of Contents***





Larger
      companies have long-term advantages over BioAgra in research and new product
      development and have a greater ability to withstand periodic downturns in the
      feed additive market because they have diverse product lines that can provide
      revenue even when there is a downturn in the feed additive market.





***If
      BioAgra becomes unable to use its manufacturing facility, it may be unable
      to
      manufacture its beta glucan products for an extended period of
      time***





BioAgra
      manufactures at a single location in Georgia, which currently runs a single
      production line.  Manufacturing products at a single site presents
      risks because a disaster, such as a fire or hurricane, may interrupt
      manufacturing capability.  In such an event, BioAgra will have to
      resort to alternative sources of manufacturing that could increase costs, as
      well as result in significant delays.  Any increase in costs of
      manufacturing, slowdowns or shutdowns by BioAgra could have a material adverse
      affect on our future business, financial condition and results of
      operations.





***BioAgra’s
      use of a single manufacturing facility may restrict its ability to attract
      customers***





BioAgra
      will fulfill the needs of varied livestock producers, human dietary supplement
      producers and horse owners based on the use of a single manufacturing plant
      and
      a single production line.  BioAgra’s manufacturing limitations may
      restrict its ability to attract large customers who require certainty in the
      production process.  If BioAgra is successful, it anticipates
      expanding manufacturing operations.  However, while our production
      area has enough space for three separate production lines, there is no assurance
      that BioAgra will have the financial resources required to expand its production
      facilities beyond the single production line currently existing at the Georgia
      manufacturing facility.





***Manufacturing
      capacity restraints and limited experience may have an adverse affect on
      BioAgra***





BioAgra
      has limited manufacturing capacity and experience.  BioAgra may
      encounter some difficulties, such as significant unexpected costs and delays,
      in
      scaling up the manufacturing operations of BioAgra to produce quantities
      required for it to achieve profitability.  The failure to scale-up
      BioAgra’s manufacturing operations in a timely and cost-effective manner may
      adversely affect our income.  We believe that we have adequate
      capacity to meet anticipated demand for 2007.  However, in the event
      the demand for the beta glucan products rapidly increases or spikes in a certain
      period, BioAgra may not have the manufacturing ability to fulfill demand, either
      in its own facilities or through agreements with third parties.  A
      potential lack of manufacturing capacity may materially affect BioAgra’s and our
      reputation, prospects, revenue, income and results of operation.





***An
      increase in the cost or a disruption in the flow of BioAgra’s imported yeast
      product may decrease its sales and profits***





BioAgra
      obtains its entire supply of spent yeast product, which is used to manufacture
      the beta glucan products, from a Brazilian supplier. Risks associated with
      BioAgra’s use of imported spent yeast include: disruptions in the flow of
      imported goods because of factors such as electricity or raw material shortages,
      work stoppages, strikes and political unrest; problems with oceanic shipping,
      including shipping container shortages; economic crises and international
      disputes; increases in the cost of purchasing or shipping foreign merchandise
      resulting from the failure to maintain normal trade relations with source
      countries; adverse fluctuations in currency exchange rates; and import duties,
      import quotas, trade embargoes and other trade sanctions.  A
      disruption in the flow of spent yeast from the Brazilian supplier or an increase
      in the cost of the spent yeast may limit or decrease BioAgra’s sales and
      profits.





***Replacing
      BioAgra’s sole supplier of key materials could result in unexpected delays and
      expenses***





BioAgra
      obtains key materials and services for the beta glucan products from sole source
      suppliers, primarily with respect to spent brewer’s or distillery
      yeast.  Specifically, BioAgra obtains its spent yeast product from a
      sole source in Brazil.  Should the Brazilian supplier become unable to
      supply BioAgra with the spent yeast product, BioAgra will be forced to purchase
      substitute products.  All of these materials are commercially
      available elsewhere.  However, if BioAgra is required to locate a new
      supplier, the substitute or replacement materials may need to be tested for
      equivalency.  The process of locating a new supplier and any testing
      of materials, if necessary, may cause a delay in production of the beta glucan
      products and may cause BioAgra to incur additional expense.





16
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            of Contents***





**Risks
      Relating to the Ownership of Our Equity Securities**





***We
      have a single controlling shareholder, who has the power to elect a majority
      of
      our board of directors and control our strategic
      direction***





As
      of
      October 10, 2007, Arizcan Properties Ltd. owned approximately 41% of our
      outstanding common stock assuming all securities held by Arizcan Properties
      and
      other holders that are convertible into common stock or exercisable for common
      stock were converted or exercised.  In addition, as a result of our
      March 2007 private placement transaction, we issued to Arizcan Properties
      warrants and shares of series A nonconvertible preferred stock.  As a
      result, Arizcan Properties acquired approximately 51% of our voting power,
      and,
      on a fully diluted basis, Arizcan Properties would hold approximately 80% of
      our
      voting power if they exercise the warrant.  These shares give Arizcan
      Properties Ltd. the power to elect a majority of our board of directors and,
      through that board control, control our operations. The ability of other
      shareholders to influence our direction (for example, through the election
      of
      directors) is therefore limited or not available.





***Sales
      of common stock by our controlling shareholder may result in a change of
      control***





As
      of
      October 10, 2007, Arizcan Properties, Ltd. is our controlling shareholder.
      Arizcan Properties, Ltd. may cause us to have a change of control if they sell
      enough of our common stock. We are not aware of any present intention of Arizcan
      Properties, Ltd. to cause us to have a change of control and we are not aware
      of
      any other arrangements that may result in a change of control.





***We
      have a thinly-traded stock and public sale of shares by our controlling
      shareholder could cause the market price of our shares to drop
      significantly***





As
      of
      October 10, 2007, Arizcan Properties, Ltd. owned approximately 41% of our
      outstanding common stock assuming all securities held by Arizcan Properties,
      Ltd. and other holders that are convertible into common stock or exercisable
      for
      common stock were converted or exercised. If Arizcan Properties, Ltd. were
      to
      begin selling shares in the market rather than holding all of those shares
      over
      a longer term, the added available supply of shares could cause the market
      price
      of our shares to drop. Furthermore, in light of the large number of shares
      that
      it holds and its generally lower acquisition cost of those shares, Arizcan
      Properties, Ltd. could be willing to sell it shares at a price lower than the
      currently-prevailing market price, thereby depressing that price.





***The
      sale of securities by current stockholders could cause dilution of existing
      holders of our common stock by decreasing the price of our common
      stock***





The
      market price of our common stock could be adversely affected by sales of
      substantial amounts of common stock in the public market, by investor perception
      that substantial amounts of common stock could be sold or by the fact or
      perception of other events that could have a dilutive effect on the market
      for
      our common stock.  As of October 10, 2007, we had 31,592,845
      shares of our common stock outstanding.  If all of our outstanding
      options and warrants were exercised and all of our reserved shares of common
      stock were issued, we could have up to 47,221,979 shares of common stock
      outstanding.  Future transactions with other investors could further
      depress the price of our common stock because of additional
      dilution.





***The
      price of our common stock could be affected by the ability of holders of our
      common stock to sell their stock***





The
      market price of our common stock will be influenced by the ability of common
      stockholders to sell their stock.  As of October 10, 2007,
      approximately 22,064,326 shares of our common stock were freely transferable
      and
      constitute the “float” in the public market for our common stock.  If
      all of our outstanding options and warrants were exercised and all of our
      reserved shares were issued, the “float” for our common stock could increase to
      a total of 31,756,460 shares.  As of October 10, 2007,
      approximately 9,465,519 shares of our common stock were “restricted” or
“control” securities within the meaning of Rule 144 under the Securities
      Act of 1933.  These restricted securities cannot be sold unless they
      are registered under the Securities Act of 1933, or unless an exemption from
      registration is otherwise available, including the exemption that is contained
      in Rule 144.  If all of our outstanding options and warrants were
      exercised and all of our reserved shares were issued, the number of “restricted”
or “control” shares of our common stock could increase to a total of 15,465,519
      shares.





17
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            of Contents***





***We
      could issue preferred stock that could adversely affect the rights of our common
      stockholders***





We
      are
      authorized to issue up to 5,000,000 shares of preferred stock, $.0001 par value
      per share.  Our articles of incorporation give our board of directors
      the authority to issue preferred stock without the approval of our common
      stockholders.  We may issue preferred stock to finance our
      operations.  We may authorize the issuance of our preferred stock in
      one or more series.  In addition, we may set several of the terms of
      the preferred stock, including:





**·**
            dividend
                and liquidation preferences;





**·**
            voting
                rights;





**·**
            conversion
                privileges;





**·**
            redemption
                terms; and





**·**
            other
                privileges and rights of the shares of each authorized
                series.





The
      issuance of large blocks of preferred stock could have a dilutive effect on
      our
      existing stockholders and could negatively impact our existing stockholders’
liquidation preferences.  In addition, while we include preferred
      stock in our capitalization to improve our financial flexibility, we could
      possibly issue our preferred stock to third parties as a method of discouraging,
      delaying or preventing a change in control in our present
      management.





***The
      resale of our common stock by you may be limited because of its low price,
      which
      could make it more difficult for broker/dealers to sell our common
      stock***





The
      Securities Enforcement and Penny Stock Reform Act of 1990, as amended, requires
      additional disclosure relating to the market for penny stocks in connection
      with
      trades in any stock defined as a penny stock.  Regulations enacted by
      the SEC generally define a penny stock as an equity security that has a market
      price of less than $5.00 per share, subject to some
      exceptions.  Unless an exception applies, a disclosure schedule
      explaining the penny stock market and the risks associated with investing in
      penny stocks must be delivered before any transaction in penny stock can
      occur.





Our
      common stock is not a reported security and is currently subject to the
      Securities and Exchange Commission’s “penny stock” rules.  It is
      anticipated that trading in our common stock will continue to be subject to
      the
      penny stock rules for the foreseeable future.





Until
      such time as our common stock meets an exception to the penny stock regulations
      cited above, trading in our securities is covered by Rule 15g-2 and Rule 15g-9
      promulgated under the Securities Exchange Act of 1934.  Under Rule
      15g-2, before a broker/dealer can consummate a trade in penny stock, the
      broker/dealer must send an additional disclosure, receive a written
      acknowledgement of such disclosure from the purchaser of the penny stock, and
      wait two business days from the date the additional disclosure was sent. Under
      Rule 15g-9, broker/dealers who recommend penny stocks to persons who are not
      established customers or accredited investors must make a special determination
      in writing for the purchaser that the investment is suitable, and must also
      obtain the purchaser’s written agreement to a transaction before the
      sale.





The
      penny
      stock regulations could limit the ability of broker/dealers to sell our
      securities and, thus, the ability of purchasers of our securities to sell their
      securities in the secondary market for so long as our common stock has a market
      price of less than $5.00 per share.





18
 ***Table
            of Contents***





***We
      do not expect to pay dividends in the foreseeable
      future***





We
      have
      never paid cash dividends on our common stock.  We do not expect to
      pay cash dividends on our common stock at any time in the foreseeable
      future.  The future payment of dividends directly depends upon our
      future earnings, capital requirements, financial requirements and other factors
      that our board of directors will consider.  Since we do not anticipate
      paying cash dividends on our common stock, return on your investment, if any,
      will depend solely on an increase, if any, in the market value of our common
      stock.





**ITEM
      2. DESCRIPTION OF
      PROPERTY**





Our
      corporate headquarters are located at 370 17th Street, Suite 3640, Denver,
      Colorado 80202.  We moved into our current office space on
      June 27, 2001 and had a five-year lease on the property, which expired
      September 2006 and was extended for a five-year term expiring December
      2011.  The base rent is approximately $3,110 per month for the first
      year of the lease, with annual increases of approximately $100 per month for
      each successive year of the lease, plus certain occupancy costs.





**ITEM
      3. LEGAL
      PROCEEDINGS**





**Harvest
      Court Litigation**





In
      connection with a financing obtained in October 2000, we filed various
      actions in the United States District Court for the District of Colorado
      against, among others, Harvest Court, LLC, Southridge Capital Investments,
      LLC,
      Daniel Pickett, Patricia Singer and Thomson Kernaghan, Ltd. for violations
      of
      federal and state securities laws, conspiracy, aiding and abetting and common
      law fraud among other claims.  As a result of various procedural
      rulings, in January 2002, the United States District Court for the District
      of Colorado transferred the case to the United States District Court for the
      Southern District of New York.





In
      this
      litigation, Harvest Court, LLC filed counterclaims against us, Paul Metzinger,
      Kristi Kampmann, Dr. Neuhaus, Dr. Shaw, a former director Albert Capote and
      a
      number of unrelated third parties.  The counterclaims allege
      violations of federal securities laws and other laws.  Harvest Court,
      LLC is seeking various forms of relief including compensatory and punitive
      damages.  Discovery has been completed and a trial date is expected to
      be set by the court.





In
      May 2001, Harvest Court, LLC filed suit against us in the Supreme Court of
      the State of New York, County of New York.  The suit alleges that we
      breached an October 20, 2000 Stock Purchase Agreement by not issuing
      370,945 free trading shares of our common stock in connection with the reset
      provisions of the Purchase Agreement due on the second reset date and
      approximately 227,265 shares due in connection with the third reset
      date.  Harvest Court, LLC is seeking the delivery of such shares or
      damages in the alternative.  In August 2001, the Supreme Court of the
      State of New York, County of New York issued a preliminary injunction ordering
      us to reserve and not transfer the shares allegedly due to Harvest Court,
      LLC.  In February 2006, in connection with the reverse stock
      split of our common stock described elsewhere in this report, the Supreme Court
      of the State of New York, County of New York issued an injunction ordering
      us to
      reserve 3.7% of our issued and outstanding common stock (832,290 shares at
      February 13, 2006).  We have set aside these
      shares.  We have filed counterclaims seeking various forms of relief
      against Harvest Court, LLC.  Discovery has been completed in these
      cases and a trial date is expected to be set by the court.





**Depository
      Trust Lawsuit**





In
      May 2004, we filed suit against the Depository Trust and Clearing
      Corporation (“DTCC”), The Depository Trust Company (“DTC”), and the National
      Securities Clearing Corporation (“NSCC”) in the Second Judicial District Court
      of the County of Washoe, State of Nevada.  The suit alleges multiple
      claims under the Nevada Revised Statutes 90.570, 90.580, 90.660 and
      598A.060 and on other legal bases.  The complaint alleges, among other
      things, that the DTCC, DTC and NSCC acted in concert to operate the “Stock
      Borrow Program,” originally created to address short term delivery failures by
      sellers of securities in the stock market.  According to the
      complaint, the DTCC, NSCC and DTC conspired to maintain significant open fail
      deliver positions of millions of shares of our common stock for extended periods
      of time by using the Stock Borrow Program to cover these open and unsettled
      positions.  We were seeking damages in the amount of $25,000,000 and
      treble damages.  Responsive pleadings were filed by the
      defendants.  In April 2005, the court granted a motion to dismiss
      the lawsuit.  We filed an appeal to the Supreme Court of the State of
      Nevada to overturn the motion to dismiss the lawsuit.  Oral argument
      on the appeal was presented before the Nevada State Supreme Court in
      February 2007.  In September 2007, the Nevada Supreme Court ruled
      that all of our claims were preempted by federal law and affirmed the district
      court’s dismissal of our complaint.





19
 ***Table
            of Contents***





**Other
      Litigation**





Other
      than the above mentioned lawsuits, to the knowledge of our management, there
      are
      no material legal proceedings pending or threatened (other than routine
      litigation incidental to business) to which we (or any officer, director,
      affiliate of beneficial owner of more than 5% of our voting securities) are
      party, or to which our property is subject.





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





There
      were no matters submitted to security holders during the fourth quarter of
      the fiscal year covered by this report.





**PART
      II**





**ITEM
      5. MARKET FOR COMMON
      EQUITY, RELATED STOCKHOLDER MATTERS AND SMALL BUSINESS ISSUER PURCHASES OF
      EQUITY SECURITIES**





Our
      common stock is presently quoted on the over-the-counter bulletin board
      maintained by the Financial Industry Regulatory Authority (formerly known as
      the
      National Association of Securities Dealers) (“FINRA”) under the symbol
“VYTC.OB.”  Our common stock is also traded on the Berlin Stock
      Exchange, the Frankfurt Stock Exchange, the Munich Stock Exchange and the Xetra
      Stock Exchange under the symbols indicated in the table below:





**Foreign
                Exchange**
            **Trading
                Symbol**Berlin
                Stock Exchange
            NPI1.BEFrankfurt
                Stock Exchange
            NPI1.FMunich
                Stock Exchange
            NPI1.MUXetra
                Stock Exchange
            NPI1.DE





The
      following table sets forth the range of high and low quotations for our common
      stock on the over-the-counter bulletin board for each full quarterly period
      during the fiscal year or equivalent period for the fiscal periods ending on
      the
      dates indicated below after giving effect to the reverse stock split of our
      common stock that occurred on January 31, 2006 that is described elsewhere
      in this report.  The quotations were obtained from information
      published by FINRA and reflect interdealer prices, without retail mark-up,
      markdown or commission and may not represent actual transactions.





20
 ***Table
            of Contents***




**2007
                Fiscal Year**
            
            **High**
            
            
            **Low**September 30,
                2006
            
            $
            0.49
            
            
            $
            0.41December
                31, 2006
            
            
            0.41
            
            
            
            0.41March
                31, 2007
            
            
            0.32
            
            
            
            0.32June 30,
                2007
            
            
            0.42
            
            
            
            0.35**2006
                Fiscal Year**September 30,
                2005
            
            
            1.60
            
            
            
            1.20December
                31, 2005
            
            
            1.20
            
            
            
            1.20March
                31, 2006
            
            
            1.05
            
            
            
            1.05June 30,
                2006
            
            
            0.84
            
            
            
            0.75





As
      of
      September 30, 2007, there were approximately 557 holders of record of our common
      stock.





**Dividends**





Our
      board
      of directors determines any payment of dividends.  We have not paid
      any cash dividends on our common stock in the past, and we do not anticipate
      paying any dividends in the foreseeable future.  Earnings, if any, are
      expected to be retained to fund our future operations.  There can be
      no assurance that we will pay dividends at any time in the future.





**Recent
      Sales of Unregistered Securities**





We
      made
      the following unregistered sales of its securities from April 1, 2007 through
      June 30, 2007.





**DATE
                OF SALE**
            
            **TITLE
                OF SECURITIES**
            
            **NO.
                OF SHARES**
            
            **CONSIDERATION**
            
            **CLASS
                OF PURCHASER**6/30/07
            
            Common
                Stock
            
            
            333,333
            
            $
            50,000
            
            Business
                Associate4/1/07
                - 6/30/07
            
            Common
                Stock
            
            
            5,263,000
            
            $
            789,450
            
            Business
                Associate





Exemption
      From Registration Claimed





All
      of
      the sales by us of our unregistered securities were made in reliance upon
      Section 4(2) of the Securities Act of 1933, as amended (the “1933
      Act”).  The entity listed above that purchased the unregistered
      securities was an existing shareholder, known to us and our management, through
      pre-existing business relationships, as a long standing business
      associate.  The entity was provided access to all material
      information, which it requested, and all information necessary to verify such
      information and was afforded access to our management in connection with the
      purchases.  The purchaser of the unregistered securities acquired such
      securities for investment and not with a view toward distribution, acknowledging
      such intent to us. All certificates or agreements representing such securities
      that were issued contained restrictive legends, prohibiting further transfer
      of
      the certificates or agreements representing such securities, without such
      securities either being first registered or otherwise exempt from registration
      in any further resale or disposition.





**Purchases
      of Equity Securities by the Small Business Issuer and Affiliated
      Purchasers**





Not
      applicable.





**ITEM
      6. MANAGEMENT’S
      DISCUSSION AND ANALYSIS OR PLAN OF OPERATION**





This
      Annual Report on Form 10-KSB includes “forward-looking statements” within the
      meaning of Section 21E of the Securities Exchange Act of 1934, as
      amended.  We base these forward looking statements on our current
      expectations and projections about future events.  These forward
      looking statements are subject to risks, uncertainties, and assumptions about
      us, including:





21
 ***Table
            of Contents***





**·**
            the
                operations and potential profitability of BioAgra, LLC, a company
                in which
                we have a 50% interest;





**·**
            the
                rate of market development and acceptance of our beta glucan products
                in
                the animal and aquatic animal feed industry within which we are
                concentrating our business
                activities;





**·**
            the
                rate of market development and acceptance of our beta glucan products
                for
                human consumption;





**·**
            our
                ability to compete successfully with growth promotion antibiotic
                manufacturers and other providers of feed
                additives;





**·**
            the
                operations and potential profitability of ExypnoTech, Gmbh, a company
                in
                which we have a 49% interest that is manufacturing and developing
                inlay
                components used in the manufacturing of radio frequency identification
                devices (“RFID”), such as smart labels, smart cards and smart
                tags;





**·**
            the
                limited revenues and significant operating losses generated by us
                to
                date;





**·**
            the
                possibility of significant ongoing capital requirements and our ability
                to
                secure financing as and when
                necessary;





**·**
            our
                ability to retain the services of our key management, and to attract
                new
                members to the management team; and





**·**
            our
                ability to obtain and retain appropriate patent, copyright and trademark
                protection for our intellectual properties and any of our
                products.





These
      forward-looking statements include statements regarding our expectations,
      beliefs, or intentions about the future, and are based on information available
      to us at this time. We assume no obligation to update any of these statements
      and specifically decline any obligation to update or correct any forward-looking
      statements to reflect events or circumstances after the date of such statements
      or to reflect the occurrence of anticipated or unanticipated events.
 Actual events and results could differ materially from our expectations as
      a result of many factors, including those identified in the section titled
“Item
      1.  Business—Risk Factors” and other sections of this report.  We
      urge you to review and consider those factors, and those identified from time
      to
      time in our reports and filings with the Securities and Exchange Commission,
      for
      information about risks and uncertainties that may affect our future results.
       All forward-looking statements we make after the date of this filing are
      also qualified by this cautionary statement and identified risks.





Our registered
      public accounting firm’s audit report on our consolidated financial statements
      as of June 30, 2007, and for each of the years in the two-year period then
      ended, includes a “going concern” explanatory paragraph that describes
      substantial doubt about our ability to continue as a going
      concern.  Management’s plans in regard to the factors prompting the
      explanatory paragraph are discussed below and also in Note 2 to Notes to the
      Consolidated Financial Statements included in this report.





**Plan
      of Operations**





At
      June
      30, 2007, we had cash on hand, of $354,702, which we do not believe is
      sufficient to fund our operations for the next twelve months.  We
      intend to use our cash funds to continue to support operations.  We
      intend to continue to develop the business opportunity presented by
      our investment in an unconsolidated investee, BioAgra and the
      Agrastim®
      product.  The development of the business opportunity includes
      continued marketing efforts and product testing over the next twelve
      months.





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In
      the
      continuance of our business operations, we do not intend to purchase or sell
      any
      significant assets and we do not expect a significant change in the number
      of
      employees.





We
      are
      dependent on raising additional equity and/or, debt to fund any negotiated
      settlements with our outstanding creditors and meet our ongoing operating
      expenses. There is no assurance that we will be able to raise the necessary
      equity and/or debt that we will need to be able to negotiate acceptable
      settlements with our outstanding creditors or fund our ongoing operating
      expenses.  We cannot make any assurances that we will be able to raise
      funds through such activities.





**Results
      of Operations**





During
      the fiscal years ended June 30, 2007 and 2006, we did not have any revenues
      from
      operations.





We
      recognized $22 in interest income during the fiscal year ended June 30, 2007
      compared to $72,307 during the fiscal year ended June 30, 2006.  The
      decrease of $72,285 is due primarily to our decision to not accrue interest
      on
      loan made to one of our equity investees, BioAgra, during the year ended June
      30, 2007, due to BioAgra’s inability to make scheduled payments on the
      note.





General
      and administrative expenses during the fiscal year ended June 30, 2007 were
      $1,835,973 compared to $893,061 for the fiscal year ended June 30, 2006.
 The increase of $942,912 is mainly attributable to an increase in
      stock-based compensation expense of $743,750 due to the issuance of 2,350,000
      shares under our stock option plan and the $427,209 increase in consulting
      expenses offset by decreases in rent expense, commission expenses, public
      relations expenses, legal expenses and payroll expenses.





During
      the fiscal year ended June 30, 2007, we recognized a net loss of $4,460,541
      compared to a net loss of $2,407,821 during the fiscal year ended June 30,
      2006.  The increase of $2,052,720 primarily resulted from the increase
      of $942,912 in general and administrative expenses, discussed above and the
      $1,198,000 the provision for loss on the note receivable owed by
      BioAgra.  This increase is offset by the $235,139 decrease in interest
      expense during the fiscal year ended June 30, 2007.





We
      recorded a net loss applicable to common shareholders of $4,473,691 during
      the
      year ended June 30, 2007 compared to $3,907,821 during the fiscal year ended
      June 30, 2006.  The increase of $565,870 was a result of the
      $1,198,000 impairment on the note receivable offset by the conversion of the
      preferred stock during the fiscal year ended June 30, 2006.  We
      recognized a $13,150 deemed dividend on preferred stock issued during the fiscal
      year ended June 30, 2007.





**Liquidity
      and Financial Condition**


Net
        cash
        used in operating activities in 2007 was $612,724, compared to net cash used
        in
        operating activities in 2006 of $878,306.  In 2007, the net cash used
        represented a net loss of $4,460,541, adjusted for certain non-cash items
        consisting of amortization and depreciation expense of $441,584, equity in
        net
        losses of unconsolidated investees of $1,426,590, a provision for loss on a
        note receivable of $1,198,000, and $743,750 in options issued for
        compensation.
  In
        2006,
        the net cash used represented a net loss of $2,407,821, adjusted certain
        non-cash items consisting of the amortization and depreciation expense of
        $34,571, equity in net losses of unconsolidated invested of $1,398,202, gain
        on
        the extinguishment of liabilities of $120,788, amortization of discounts
        on
        notes payable of $213,860 and a loss on the revaluation of derivative warrant
        liabilities of $74,295.


During
      the fiscal year ended June 30, 2007, we raised $1,255,950 cash through the
      sale
      of 8,373,000 shares of its restricted common stock.





During
      the fiscal year ended June 30, 2007, we raised $251,900 through the sale of
      a
      warrant to purchase 6,000,000 shares of restricted common stock.  The
      warrant has an exercise price of $0.50 per share and provides for a cashless
      exercise.





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During
      the fiscal year ended June 30, 2007, we raised $500,000 through the sale of
      500,000 shares of its Series A nonconvertible preferred stock to
      Arizcan.  The shares provide that when voting as a single class, the
      shares have the votes and voting power that at all times is greater by 1% than
      the combined voting power of all other classes of securities entitled to vote
      on
      any matter.  As a result of the issuance, Arizcan acquired
      approximately 51% of the voting power of the Company.  We have a
      right, solely at the Company’s discretion, to redeem the shares in ten years at
      130% of deemed par value.





During
      the fiscal year ended June 30, 2007, we raised $50,000 through an unsecured,
      8%
      promissory note, due in March 2008.  In June 2007, the holder of the
      note agreed to accept 333,333 shares of our common stock as payment on the
      note.





During
      the fiscal year ended June 30, 2006, we raised $632,372 cash through the sale
      of
      790,467 shares of our restricted common stock and warrants to purchase 746,717
      shares of our restricted common stock.





During
      the fiscal year ended June 30, 2006, we raised $1,535,000 cash through the
      exercise of 1,535,000 warrants with an exercise price of $1.00 per
      share.





During
      the fiscal year ended June 30, 2006, we purchased a 50% equity interest in
      BioAgra for $905,000 cash (which includes the $405,000 advanced to Exact
      Resources during the fiscal year ended June 30, 2005) and a note payable of
      $595,000 which was paid in full in September 2005.





During
      the fiscal year ended June 30, 2006, we completed the sale of 200,000 shares
      of
      our series a preferred stock for $1,500,000 cash.  In February 2006,
      Arizcan converted the 200,000 shares of preferred stock into 15,000,000 shares
      of our restricted common stock.  Upon conversion, Arizcan held
      approximately 67% of our issued and outstanding common stock.





During
      the year ended June 30, 2006, we loaned $1,686,570 to BioAgra through a series
      of secured, 7.5% promissory notes, which were due over the period from June
      30
      through October 31, 2006.  On June 26, 2006, we agreed to combine all of
      the promissory notes and accrued interest of $40,257 into a $1,726,827 secured,
      7.5% promissory note with payments to be made monthly starting October 31,
      2006,
      through October 31, 2007.  The funds were loaned to facilitate BioAgra's
      completion of its first production line and to support operations.  The
      promissory note is collateralized by all BioAgra assets.  Additionally, the
      promissory note is to be paid in full prior to any distributions being made
      to
      the members of the joint venture.  During the year ended June 30, 2007, the
      note was reduced by $1,371,269, which represents the excess of the BioAgra
      losses recognized by us over the adjusted basis of our equity investment in
      BioAgra remaining at June 30, 2007.





During
      the year ended June 30, 2007, we advanced an additional $1,182,784 to BioAgra
      at
      7.5% interest. We have classified these notes receivable as non-current assets
      on the balance sheet and is not accruing interest on these notes receivable,
      as
      they are currently in default and non-performing.





During
      the fourth quarter of the year ended June 30, 2007, we made a decision
      to provide for a loss on the value of the note
      receivable.  This decision was based on factors including our
      evaluation of past and current operating results, failure of BioAgra to make
      scheduled payments and our continuing support of the operational efforts of
      BioAgra.  We also considered the estimated fair value of BioAgra’s
      assets and liabilities in making the decision.  As a result of this
      decision, we recorded a charge of $1,198,000 in the fourth quarter ended June
      30, 2007.





During
      the year ended June 30, 2007, we did not have any significant operations, and
      our management spent a majority of the fiscal year, raising additional funds
      for
      the BioAgra investment and supporting it marketing and sales efforts.
 During the 2008 fiscal year we intend to continue our efforts to aid
      BioAgra with the continuing development of its sales, nationally and
      internationally in other animal feed markets, such as the equine and the swine
      markets.  In addition, in January 2007, we signed a six-month technology
      agreement to permit a prospective licensee the opportunity to conduct a market
      survey relating to its NCOSTM technology.  We believe that if the
      market survey is favorable the technology agreement may mature into a royalty
      paying commercial license the terms and conditions of which are under
      negotiation with the perspective licensee.





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To
      the
      extent our operations are not sufficient to fund our capital requirements,
      we
      may enter into a revolving loan agreement with financial institutions or attempt
      to raise capital through the sale of additional capital stock or through the
      issuance of debt.  At the present time we do not have a revolving loan
      agreement with any financial institution nor can we provide any assurance that
      we will be able to enter into any such agreement in the future or be able to
      raise funds through the further issuance of debt or equity.





**Recently
      Issued Accounting Pronouncements**





In
        February 2006, the Financial Accounting Standards Board (“FASB”) issued SFAS No.
        155, *Accounting for Certain Hybrid Financial
        Instruments*.  SFAS No. 155 allows financial instruments that
        contain an embedded derivative and that otherwise would require bifurcation
        to
        be accounted for as a whole on a fair value basis, at the holder’s
        election.  SFAS No. 155 also clarifies and amends certain other
        provisions of SFAS No. 133 and SFAS No. 140.  SFAS No. 155 is
        effective for us for all financial instruments issued or acquired after the
        beginning its fiscal year ending June 30, 2008.  The adoption of SFAS
        No. 155 is not expected to have an impact on the Company’s financial
        statements.
  In
        June
        2006, the FASB issued Interpretation No. 48, *Accounting for Uncertainty in
        Income Taxes - An Interpretation of FASB Statement No. 109*, (FIN
        48).  FIN 48 clarifies the accounting for uncertainty in income taxes
        recognized in an enterprise's financial statements in accordance with FASB
        Statement No. 109, Accounting for Income Taxes.  FIN 48 also
        prescribes a recognition threshold and measurement attribute for the financial
        statement recognition and measurement of a tax position taken or expected
        to be
        taken in a tax return that results in a tax benefit.  Additionally,
        FIN 48 provides guidance on de-recognition, income statement classification
        of
        interest and penalties, accounting in interim periods, disclosure, and
        transition.  This interpretation will be effective for us on July 1,
        2007, but is not expected to have a material impact on our consolidated
        financial statements, with the possible exception of certain disclosures
        relative to our net operating loss carryovers and the related valuation
        allowance.
  In
        September 2006, the FASB issued SFAS No. 157, *Fair Value
        Measurements*.  This statement defines fair value, establishes a
        framework for measuring fair value in generally accepted accounting principles,
        and expands disclosures about fair value measurements.  This statement
        applies under other accounting pronouncements that require or permit fair
        value
        measurements.  SFAS No. 157 will be effective for us for our fiscal
        year beginning on July 1, 2008.  We are currently assessing the impact
        the adoption of SFAS No. 157 may have on its consolidated financial
        statements.
  In
        February 2007, FASB issued SFAS No. 159, *The Fair Value Option for Financial
        Assets and Financial Liabilities - Including an Amendment of FASB Statement
        No.
        115.* This statement will be effective for us for our fiscal year beginning
        on July 1, 2008, and will permit entities to choose to measure many financial
        instruments and certain other items at fair value. Most of the provisions
        of
        SFAS No. 159 apply only to entities that elect the fair value
        option.  The possible adoption of this statement is not expected to
        have a material effect on our financial statements.


In
      September 2006, the SEC issued Staff Accounting Bulletin (SAB) No. 108 in order
      to eliminate the diversity of practice surrounding how public companies quantify
      financial statement misstatements.  In SAB 108, the SEC staff
      established an approach that requires quantification of financial statement
      misstatements based on the effects of the misstatements on each of our financial
      statements and the related financial statement disclosures.  SAB No.
      108 is effective for our current 2007 fiscal year end.  The adoption
      of SAB No. 108 did not have an impact on our consolidated financial
      statements.





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**Critical
      Accounting Estimates and Policies**





The
        discussion and analysis of our financial condition and results of operations
        are
        based upon our consolidated financial statements, which have been prepared
        in
        accordance with accounting principles generally accepted in the United States
        of
        America.  The preparation of these financial statements requires us to
        make estimates and judgments that affect the reported amounts of assets and
        liabilities, revenues and expenses and related disclosures of contingent
        assets
        and liabilities.  On an on-going basis, we evaluate our estimates,
        including those related to deferred revenues; depreciation or property and
        equipment, intangible assets such as our intellectual property, financing
        operations, currency valuations and contingencies and litigation.  We
        base our estimates on historical experience and on various other assumptions
        that are believed to be reasonable under the circumstances, the results of
        which
        form the basis for making judgments about the carrying values of assets and
        liabilities that are not readily apparent from other sources.  Actual
        results may differ from these estimates under different assumptions or
        conditions.
  We
        believe that the following are some of the more critical accounting policies
        and
        estimates (that is those that require the application of significant judgments
        by management as to their selection and valuation) used by us:


**·**
            stock
                based compensation;





**·**
            long-lived
                assets;


**·**
              investments
                  in and notes and advances receivable from unconsolidated
                  investees;


**·**
            international
                operations;





**·**
            revenue
                recognition and deferred revenue;





**·**
            litigation;
                and





**·**
            contractual
                obligations.





**Stock-based
      compensation**





Beginning
      July 1, 2006, we adopted the provisions of and account for stock-based
      compensation in accordance with the Statement of Financial Accounting standards
      No. 123 – revised 2004 (“SFAS 123R”), *Share-Based Payment*, which
      replaced Statement of Financial Accounting Standards No. 123 (“SFAS 123”),
*Accounting for Stock-based Compensation*, and supersedes APB Opinion No.
      25 (“APB 25”), *Accounting for Stock Issued to
      Employees*.  Under the fair value recognition provisions of this
      statement, stock-based compensation cost is measured at the grant date based
      on
      the fair value of the award and is recognized as expense on a straight-line
      basis over the requisite service period, which is the vesting
      period.  We elected the modified-prospective method, under which prior
      periods are not revised for comparative purposes.  The valuation
      provisions of SFAS 123R apply to new grants and to grants that were outstanding
      as of the effective date and are subsequently modified.  All options
      granted prior to the adoption of SFAS 123R and outstanding during the periods
      presented were fully-vested.





**Long-lived
        assets**


We
      assess
      the impairment of long-lived assets whenever events or changes in circumstances
      indicate that the carrying value may not be recoverable.  Factors we
      consider important that could trigger an impairment review include negative
      projected operating performance by us and significant negative industry or
      economic trends.  We do not believe that there has been any impairment
      to long-lived assets as of June 30, 2007.





**Investments
        in and notes and advances receivable from unconsolidated
        investees**


Entities
      where we can exercise significant influence, but not control, are accounted
      for
      under the equity method of accounting.  Whether or not we exercise
      significant influence with respect to a company depends on an evaluation of
      several factors including, among others, representation on the company’s board
      of directors and ownership level, generally 20% to 50% interest in the voting
      securities of the company including voting rights associated with our holdings
      in common, preferred and other convertible instruments in the
      company.  Under the equity method of accounting, our share of the
      earnings or losses of these companies is included in the equity income (loss)
      section of the consolidated statements of operations.





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A
        loss in
        value of an investment in or in the expected relizability of notes and advances
        receivable from an unconsolidated investee that is other than a temporary
        decline is recognized as a charge to operations.  Evidence of a loss
        in value might include, but would not necessarily be limited to, absence
        of an
        ability to recover the carrying amount of the investment or notes and advances
        receivable or inability of the investee to sustain an earnings capacity that
        would justify the carrying amount of the investment or notes and advances
        receivable.


**International
      operations**





Our
      foreign equity investee (ExypnoTech) operations are located in
      Germany.  ExypnoTech transactions are conducted in currencies other
      than the U.S. dollar, (the currency into which the subsidiaries’ historical
      financial statements have been translated) primarily the Euro.  As a
      result, we are exposed to adverse movements in foreign currency exchange
      rates.  In addition, foreign political and economic environment, trade
      barriers, managing foreign operations and potentially adverse tax
      consequences.  Any of these factors could have a material adverse
      effect on our financial condition or results of operations in the
      future.





**Revenue
      recognition and deferred revenue**





Our
      revenue recognition policy is significant because future revenue could be a
      key
      component of our results or operations.  Revenue results are difficult
      to predict, and any shortfall in revenue or delay in recognizing revenue could
      cause operating results to vary significantly.





**Litigation**





We
      are
      involved in certain legal proceedings, as described in Item 3 of this report
      and
      Note 9 to the consolidated financial statements included in this
      report.





We
      intend
      to vigorously prosecute these legal proceedings and does not believe the outcome
      of these proceedings will have a material adverse effect on the financial
      condition, results of operations or our liquidity.  However, it is too
      early at this time to determine the ultimate outcome of these
      matters.





**Contractual
      obligations**





For
      more
      information on our contractual obligations on operating leases, refer to Note
      9
      of the consolidated financial statements included in this report.  At
      June 30, 2007, our commitments under these obligations were as
      follows:





**Year
                ending June 30,**
            
            
            **Operating
                Leases**2008
            
            
            $
            38,2112009
            
            
            
            39,4152010
            
            
            
            40,6182011
            
            
            
            20,761$
            139,005





**Off-Balance
      Sheet Arrangements**





We
      do not
      maintain any off-balance sheet arrangements that have, or that are reasonably
      likely to have, a material current or future effect on our financial condition,
      changes in financial condition, revenues or expenses, results of operations,
      liquidity, capital expenditures or capital resources.





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**ITEM
      7. FINANCIAL STATEMENTS**





The
      consolidated financial statements and related financial information required
      to
      be filed with this report are indexed on page F-1 and are incorporated
      herein.





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





None.





**ITEM
      8A.        
CONTROLS AND PROCEDURES**





**Disclosure
      Controls and Procedures**





We
      have
      adopted and maintain disclosure controls and procedures (as such term is defined
      in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934,
      as
      amended (the “Exchange Act”)) that are designed to ensure that information
      required to be disclosed in our reports under the Exchange Act, is recorded,
      processed, summarized and reported within the time periods required under the
      SEC’s rules and forms and that the information is gathered and communicated to
      our management, including our Chief Executive Officer (Principal Executive
      Officer) and Chief Financial Officer (Principal Financial Officer), as
      appropriate, to allow for timely decisions regarding required
      disclosure.





As
        required by SEC Rule 15d-15(b), we carried out an evaluation under the
        supervision and with the participation of our management, including the Chief
        Executive Officer  and Chief Financial Officer, of the effectiveness
        of the design and operation of our disclosure controls and procedures pursuant
        to Exchange Act Rule 15d-14 as of the end of the period covered by this report.
        Based on the foregoing evaluation, our Chief Executive Officer and Chief
        Financial Officer have concluded that our disclosure controls and procedures
        are
        not effective in timely alerting them to material information required to
        be
        included in our periodic SEC filings and to ensure that information required
        to
        be disclosed in our periodic SEC filings is accumulated and communicated
        to our
        management, including our Chief Executive Officer and Chief Financial Officer,
        to allow timely decisions regarding required disclosure as a result of the
        deficiency in our internal control over financial reporting discussed
        below.


In
      connection with their audit of our June 30, 2007, consolidated financial
      statements, our independent registered public accounting firm identified and
      reported to our board of directors a material weakness in our processes,
      procedures and controls related to the preparation, analysis and review of
      financial information.  A material weakness is a deficiency, or
      combination of deficiencies, in internal control over financial reporting,
      such
      that there is a reasonable possibility that a material misstatement of our
      annual or interim financial statements will not be prevented or detected on
      a
      timely basis.  The material weakness identified was related to a lack
      of accounting staff responsible for the authorization, processing, approval
      and
      reporting of transactions as well as the overall financial reporting
      process.  This material weakness has caused delays in our financial
      reporting process and threatened our ability to make timely filings under the
      Exchange Act without undue risk of error.  Our management agreed with
      these findings.





Subsequent
        to the discovery of the material weakness in internal control over financial
        reporting described above, we initiated and plan to undertake changes to
        our
        internal control over financial reporting to remediate the aforementioned
        deficiency and to strengthen our internal control processes, including the
        seeking of additional accounting staff and/or the consultation with outside
        resources as we deem appropriate.
  Notwithstanding
        this material weakness, we believe that the consolidated financial statements
        included in this report fairly present, in all material respects, our
        consolidated financial position and results of operations as of and for the
        year
        ended June 30, 2007.


**Internal
      Control Over Financial Reporting**





There
      was
      no change in our internal control over financial reporting that occurred during
      the fiscal quarter ended June 30, 2007 that has materially affected, or is
      reasonably likely to materially affect, our internal control over financial
      reporting.





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**ITEM
      8B.      OTHER
      INFORMATION**





None.





**PART
      III**





**ITEM
      9. DIRECTORS AND
      EXECUTIVE OFFICERS OF THE COMPANY**





Our
      executive officers and directors are as follows:





**Name,
                Age and Year First Elected or Appointed**
            
            **Principal
                Occupation and Business Experience**Paul H.
                Metzinger
              Age:  68
              1998
            
            Mr. Metzinger
                was our President and Chief Executive Officer from February 26, 1998
                to May 6, 1998 and has served in that same capacity from
                December 1, 1998 to present.  In addition, Mr. Metzinger
                has been serving as acting Chief Financial Officer since February of
                2007.  He has been a director since February 26,
                1998.  He has served as a Manager and Vice President of BioAgra
                since August 15, 2005.  He served as the General Manager of
                NanoPierce Card from January 2000 to June 2003.  Prior
                to becoming a director, Mr. Metzinger practiced securities law in
                Denver, Colorado for over 32 years.  Mr. Metzinger
                received his J.D. degree in 1967 from Creighton University Law School
                and his L.L.M. from Georgetown University in 1969.Herbert J.
                Neuhaus
              Age:  46
              1999
            
            Dr. Neuhaus
                has been a director since January 1, 1999. Since January 1999,
                he has been our Executive Vice President of Marketing and Technology.
                He
                was the President and Chief Executive Officer of NanoPierce Connection
                from January 2002 to September 2003.  Dr. Neuhaus
                previously served as the Managing Director of Particle Interconnect
                Corporation from August 18, 1997 to November 1,
                1997.  From August 1989 to August 1997, he was
                associated with the Electronic Material Venture Group in the New
                Business
                Development Department of Amoco Chemical Company, Naperville, Illinois.
                While associated with Amoco Chemical Company he held among other
                positions: Business Development Manager/Team Leader; Project Manager--High
                Density Interconnect; Product Manager MCM Products and as a research
                scientist.  Dr. Neuhaus received his Ph.D. degree in
                Physics from the Massachusetts Institute of Technology, Cambridge,
                Massachusetts in 1989 and his BS in Physics from Clemson University,
                Clemson, South Carolina in 1980.Robert
                Shaw, Ph.D.
              Age:  68
              2000
            
            Dr. Shaw
                has been our director since October 31, 2000. Dr. Shaw currently
                is an Assistant Professor of Physics at Farleigh Dickinson University
                where he has served on the faculty since
                September 1988.  Dr. Shaw also performs professional
                research in his academic areas of specialty, and has held, among
                others,
                the positions of Research Chemist at the American Cyanamid Research
                Laboratories, Stamford; Senior Research Physicist at Exxon Research
                and
                Engineering Company; Manager of New Business Development at Exxon
                Enterprises, Exxon Corporation, New York, NY; and President of Robert
                Shaw
                Associates, Inc., Chatham, NJ.  Dr. Shaw received his
                Ph.D. in Solid State Physics form Cambridge University, Cambridge,
                England.  He was among the first to conduct academic research on
                electronic conduction mechanisms in amorphous
                semiconductors.  He received a B.S. in Inorganic Chemistry with
                a minor in Nuclear Physics from North Carolina State University,
                Raleigh,
                NC.





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**Name,
                Age and Year First Elected or Appointed**
            
            **Principal
                Occupation and Business Experience**John
                Hoback
              Age:  68
              2002
            
            Mr. Hoback
                has been our director since April 2002. Mr. Hoback currently
                serves as the President of Z&H Enterprises Solutions, Ltd., which
                position he has held since 2000.  Among other positions,
                Mr. Hoback was the Director of Marketing and Sales of CTS from 1999
                to 2000 and was the Venture Manager of Electronics with Amoco Chemical
                from 1988 to 1999.





There
      are
      no family relationships that exist between any director or executive
      officer.





**Code
      of Ethics**





We
        have a Code of Ethics that applies to the Chief Executive Officer, Chief
        Financial Officer, Controller, Principal Accounting Officer and those employees
        performing similar functions.  The Code of Ethics is available on our
        website (www.vytacorp.com).  We intend to disclose amendments to, or
        waivers from, provisions of the Code of Ethics by posting such information
        on
        its website. The contents of our website are not part of this Annual Report
        on
        Form 10-KSB.


**Changes
      in Director Nomination**





There
      have been no material changes to the procedures by which security holders may
      recommend nominees to our board of directors.





**Audit
      Committee and Financial Expert**





Since
        the
        Company is not required to have, and does not have an audit committee, all
        members of our board of directors perform the responsibilities of an audit
        committee, providing oversight of our accounting and financial reporting
        functions and internal controls.  Our board of directors has not
        designated a Financial Expert, as defined by the SEC, due to factors including
        but not limited to our operational status and the limited number of
        transactions, accounts and balances that we maintain.  Our board of
        directors has determined that it is not in our best interests at this time
        to
        incur the costs associated with identifying and designating a Financial Expert,
        as defined by the Sarbanes-Oxley Act of 2002.


**ITEM
      10.EXECUTIVE
      COMPENSATION**





The
      following table sets forth information with respect to the compensation paid
      or
      earned during the fiscal year ended June 30, 2007 by our Chief Executive
      Officer (Principal Executive Officer) and Chief Financial Officer (Principal
      Financial Officer) who served in such capacities during the fiscal year ended
      June 30, 2007 (“Named Executive Officers”), in all capacities in which they
      served.





30
 ***Table
            of Contents***




**2007
      Summary Compensation Table**





**Name
                and Principal Position**
            **Year**
            
            **Salary**
              **($)**
            
            
            **Bonus**
              **($)**
            
            
            **Stock
                Awards**
              **($)**
            
            
            **Option
                Awards**
              **($)**
            
            
            **Non-Equity
                Incentive Plan Compensation**
              **($)**
            
            
            **Change
                in Pension Value and Non-Qualified Deferred Compensation
                Earnings**
              **($)**
            
            
            **All
                Other Compensation**
              **($)**
            
            
            **Total**
              **($)****(a)**
            **(b)**
            
            **(c)**
            
            
            **(d)**
            
            
            **(e)**
            
            
            **(f)**
            
            
            **(g)**
            
            
            **(h)**
            
            
            **(i)**
            
            
            **(j)**Paul
                Metzinger
              CEO,
                President, Acting CFO
            2007
            
            $
            105,000
            
            
            
            —
            
            
            
            —
            
            
            $
            305,000
            
            
            
            —
            
            
            
            —
            
            
            
            —
            
            
            $
            410,000Kristi
                J. Kampmann
              CFO(1)
            2007
            
            $
            50,800
            
            
            
            —
            
            
            
            —
            
            
            
            —
            
            
            
            —
            
            
            
            —
            
            
            
            —
            
            
            $
            50,800


____________________
 (1)
        Ms. Kampmann
        served as our Chief Financial Officer until February 28,
        2007.


31
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**2007
      Outstanding Equity Awards at Fiscal Year-End**





**Option
                  Awards**
            
            **Stock
                  Awards****Exercisable**
            
            
            **Unexercisable****Name**
            
            **Number
                of Securities Underlying Unexercised Options**
              **(#)**
            
            
            **Number
                of Securities Underlying Unexercised Options**
              **(#)**
            
            
            **Equity
                Incentive Plan Awards: Number of Securities Underlying Unexercised
                Unearned Options**
              **(#)**
            
            
            **Option
                Exercise Price**
              **($)**
            
            **Option
                Expiration Date**
            
            **Number
                of Shares or Units of Stock That Have Not Vested**
              **(#)**
            
            
            **Market
                Value of Shares or Units of Stock That Have Not Been
                Vested**
              **($)**
            
            
            **Equity
                Incentive Plan Awards: Number of Unearned Shares, Units or Other
                Rights
                That Have Not Vested**
              **(#)**
            
            
            **Equity
                Incentive Plan Awards: Market or Payout Value of Unearned Shares,
                Units or
                Other Rights That Have Not Vested**
              **($)****(a)**
            
            **(b)**
            
            
            **(c)**
            
            
            **(d)**
            
            
            **(e)**
            
            **(f)**
            
            **(g)**
            
            
            **(h)**
            
            
            **(i)**
            
            
            **(j)**Paul
                Metzinger
            
            
            50,000
            
            
            
            —
            
            
            
            —
            
            
            $
            6.50
            
            2/26/98-2/26/08
            
            
            —
            
            
            
            —
            
            
            
            —
            
            
            
            —Paul
                Metzinger
            
            
            25,000
            
            
            
            —
            
            
            
            —
            
            
            
            6.50
            
            2/27/98-2/27/08
            
            
            —
            
            
            
            —
            
            
            
            —
            
            
            
            —Paul
                Metzinger
            
            
            15,000
            
            
            
            —
            
            
            
            —
            
            
            
            10.40
            
            3/12/99-3/12/09
            
            
            —
            
            
            
            —
            
            
            
            —
            
            
            
            —Paul
                Metzinger
            
            
            1,000,000
            
            
            
            —
            
            
            
            —
            
            
            
            0.32
            
            3/17/07-3/17/17
            
            
            —
            
            
            
            —
            
            
            
            —
            
            
            
            —Kristi
                J. Kampmann(1)
            
            
            2,500
            
            
            
            —
            
            
            
            —
            
            
            
            6.50
            
            2/26/98-2/26/08
            
            
            —
            
            
            
            —
            
            
            
            —
            
            
            
            —Kristi
                J. Kampmann(1)
            
            
            2,500
            
            
            
            —
            
            
            
            —
            
            
            
            10.40
            
            3/12/99-3/12/09
            
            
            —
            
            
            
            —
            
            
            
            —
            
            
            
            —Kristi
                J. Kampmann(1)
            
            
            5,000
            
            
            
            —
            
            
            
            —
            
            
            
            16.80
            
            10/6/00-10/6/10
            
            
            —
            
            
            
            —
            
            
            
            —
            
            
            
            —


_________________________
 (1)
        Ms. Kampmann
        served as our Chief Financial Officer until February 28,
        2007.


**2007
      Grants of Plan-Based Awards**





There
      were no grants of plan-based awards to any of the Named Executive Officers
      during the fiscal year ended June 30, 2007.





**2007
      Option Exercises and Stock Vested**





There
      were no exercises of options or vesting of stock awards by any of the Named
      Executive Officers during the fiscal year ended June 30, 2007.





**2007
      Pension Benefits**





We
      do not
      have a benefit pension plan.





**2007
      Non-Qualified Deferred Compensation**





We
      do not
      have a nonqualified defined contribution or other nonqualified deferred
      compensation plans.





32
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            of Contents***





**Employment
      Contracts and Termination of Employment and Change in Control
      Arrangements**





On
      March 15, 2004, we entered into an employment agreement with Paul H.
      Metzinger to serve as our President and Chief Executive Officer.  The
      employment agreement with Mr. Metzinger expires March 14,
      2008.  Pursuant to his employment agreement, we agreed to pay
      Mr. Metzinger an annual salary of $150,000.  In March 2005,
      Mr. Metzinger took a salary cut to receive an annual salary of
      $105,000.





In
      connection with the employment agreements, generally, we or the employee may
      terminate the employment agreement at any time with or without
      cause.  In the event we terminate an employment agreement for cause or
      the employee terminates his or her employee agreement without cause, all of
      such
      employee’s rights to compensation would cease upon the date of such
      termination.  If we terminate an employment agreement without cause,
      then such employee terminates his or her employment agreement for cause, or
      in
      the event of a change in control, we are required to pay to such employee all
      compensation and other benefits that would have accrued and/or been payable
      to
      that employee during the full term of the employment agreement.





A
      change
      of control is considered to have occurred when, as a result of any type of
      corporate reorganization, execution of proxies, voting trusts or similar
      arrangements, a person or group of persons (other than incumbent officers,
      directors and our principal stockholders) acquires sufficient control to elect
      more than a majority of our board of directors, acquires 50% or more of our
      voting shares, or we adopt a plan of dissolution of liquidation.  The
      employment agreement also include a non-compete and nondisclosure provisions
      in
      which each employee agrees not to compete with or disclose confidential
      information regarding us and our business during the term of the employment
      agreement and for a period of one year thereafter.





On
      March
      15, 2004, we entered into an employment agreement with Kristi Kampmann to serve
      as our Chief Financial Officer.  Ms. Kampmann resigned on February 28,
      2007 and we have no further obligations under the agreement.  However,
      pursuant to the agreement, Ms. Kampmann agreed to a twelve month non-compete
      clause that prohibits working in certain industries, as well as requires
      confidentiality.





**Stock
      Option Plans**





We
      have
      two Stock Option Plans.  As of October 10, 2007, 311,127 options
      are outstanding under the 1998 Compensatory Stock Option Plan and 2,437,000
      options are outstanding under the 2000 Compensatory Stock Option Plan, for
      a
      total of 2,748,127 options outstanding.  A total of 2,748,127 options
      are exercisable at October 10, 2007, under these plans. During the year
      ended June 30, 2007, we issued 2,350,000 options under the 2000 Compensatory
      Stock Option Plan to officers, directors and one employee.  We have
      reserved 375,000 shares of common stock for issuance under the 1998 Compensatory
      Stock Option Plan.  In January 2002, our board of directors
      passed a resolution closing the 1998 Compensatory Stock Option Plan for issuance
      of new options.  We have reserved 2,480,000 shares of common stock for
      issuance under the 2000 Compensatory Stock Option Plan. During the fiscal years
      ended June 30, 2006 and 2007, there was no action taken to reprice any
      options held by any officers, directors or employees.





**Director
      Compensation**





We
      hold
      quarterly meetings of the board of directors.  Although we do not have
      any standard arrangements pursuant to which our directors are compensated for
      any services provided as a director or for attendance at meetings of the board
      of directors, if our financial situation is adequate, we compensate directors
      $1,000 per meeting, plus reasonable travel expenses.  During the
      fiscal year ended June 30, 2007, our officers and directors were not
      compensated for attendance at board meetings.  On March 27, 2007, our
      officers and directors were issued 1,750,000 options under the 2000 Compensatory
      Stock Option Plan.  These options have a term of 10 years, an exercise
      price of $0.32 per share and are fully-vested.





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**Director
      Compensation in Fiscal 2007**





**Name**
            
            **Fees
                Earned or Paid in Cash**
              **($)**
            
            
            **Stock
                Awards**
              **($)**
            
            
            **Option
                Awards**
              **($)**
            
            
            **Non-Equity
                Incentive Plan Compensation**
              **($)**
            
            
            **Change
                in Pension Value and Nonqualified Deferred Compensation
                Earnings**
              **($)**
            
            
            **All
                Other**
              **Compensation**
              **($)**
            
            
            **Total**
              **($)****(a)**
            
            **(b)**
            
            
            **(c)**
            
            
            **(d)**
            
            
            **(e)**
            
            
            **(f)**
            
            
            **(g)**
            
            
            **(h)**Paul
                Metzinger
            
            $
            —
            
            
            
            —
            
            
            $
            305,000
            
            
            
            —
            
            
            
            —
            
            
            $
            105,000
            
            
            $
            410,000Herbert
                Neuhaus
            
            
            —
            
            
            
            —
            
            
            
            77,500
            
            
            
            —
            
            
            
            —
            
            
            
            —
            
            
            
            77,500Robert
                Shaw
            
            
            —
            
            
            
            —
            
            
            
            77,500
            
            
            
            —
            
            
            
            —
            
            
            
            —
            
            
            
            77,500John
                Hoback
            
            
            —
            
            
            
            —
            
            
            
            77,500
            
            
            
            —
            
            
            
            —
            
            
            
            —
            
            
            
            77,500





**Compensation
      Discussion and Analysis**





**General
      Philosophy and Objectives**





In
        2004,
        we began changing our principal business and investments from electronics
        technology to biotechnology.  Through our 50% interest in BioAgra,
        LLC, we and BioAgra hope to generate revenue through the production and sale
        of
        Agrastim® and
        PurestimTM.  While BioAgra has recently signed its first agreement for
        the distribution of Agrastim®, BioAgra
        has
        generated no revenue and is currently incurring net losses in each
        quarter.  Due to our lack of revenue and continuing net losses, the
        board of directors has not established a general philosophy pertaining to
        the
        compensation of our executive officers.  However, should we begin to
        generate revenue in the future, the board will establish formal objectives
        and
        policies for the compensation of our executives that is tied to the generation
        of value for our stockholders.


**Base
      Salaries**





We
      believe that the base salary level of our executive officer is reasonably
      related to our current revenue levels. Base salaries are reviewed annually,
      and
      any increases in base salary take into account such factors as individual past
      performance, changes in responsibilities, changes in pay levels of companies
      deemed comparable by us, inflation and our overall financial position. The
      annual base salary for Mr. Metzinger was $150,000 as required by the terms
      of
      his employment agreement with us.  However, due to our net losses, Mr.
      Metzinger has voluntarily chosen to reduce his annual salary to $105,000 until
      such time as we begin generating revenues.





**Annual
      Cash Bonuses**





At
      this
      time, we do not pay annual cash bonuses to our Named Executive
      Officers.





**Long-Term
      Incentive Compensation**





At
      this
      time, we do not award equity compensation to our Named Executive
      Officers.





**Participation
      of Named Executive Officers in Compensation Decisions Relating to
      Them**





Compensation
      decisions for the Named Executive Officers are made by the board of
      directors.  To the extent that a Named Executive Officer is a member
      of the board, they recuse themselves from the discussions or and do not
      participate in compensation decisions that relate to them.





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            of Contents***





**Tax
      Deductibility of Executive Compensation**





Section
      162(m) of the Code disallows a tax deduction for any publicly held corporation
      for individual compensation of more than $1.0 million in any taxable year to
      any
      named executive officers, other than compensation that is performance-based
      under a plan that is approved by the Stockholders and that meets certain other
      technical requirements.  Our policy with respect to
      Section 162(m) is to make every reasonable effort to ensure that
      compensation is deductible to the extent permitted while simultaneously
      providing our executives with appropriate rewards for their
      performance.  In the appropriate circumstances, however, we are
      prepared to exceed the limit on deductibility under Section 162(m) to the
      extent necessary to ensure our executive officers are compensated in a manner
      consistent with our best interests and those of our Stockholders.





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





The
      following table sets forth certain information regarding the beneficial
      ownership of outstanding shares of our common stock as of October 10, 2007
      on a fully diluted basis, by (a) each person known by us to own beneficially
      5%
      or more of the outstanding shares of common stock, (b) our directors, Named
      Executive Officers, and (c) all our directors and executive officers as a
      group.





**Name,
                Address & Nature of**
              **Beneficial
                Owner**
            **Amount**
            **Percent
                of Class**(7)Arizcan
                Properties, Ltd.
              77
                South Adams, Suite 906
              Denver,
                CO  80209
            15,260,770(1)
            41%The
                Paul H. Metzinger Trust
              Paul
                H. Metzinger
              President,
                CEO & CFO, Director
              370
                Seventeenth Street
              Suite
                3640
              Denver,
                CO  80202
            1,186,585
                (2)
            3.18The
                Cheri L. Metzinger Trust
              Cheri
                L. Metzinger
              Wife
                of Paul H. Metzinger
              3236
                Jellison Street
              Wheatridge,
                CO  80033
            1,186,585
                (3)
            3.18Dr.
                Herbert J. Neuhaus
              Director
              770
                Maroonglen Court
              Colorado
                Springs, CO  80906
            317,500
                (4)
            0.86Dr.
                Robert E. Shaw, Director
              8
                Nicklaus Court
              Florham
                Park, NJ  07932
            270,000
                (5)
            0.73John
                Hoback, Director
              20
                White Heron Lake
              East
                Stroudsburg, PA  18301
            270,000
                (6)
            0.73All
                Officers & Directors as a Group
              (4
                persons)
            2,044,085
            5.51





35
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            of Contents***




**Name,
                Address & Nature of**
              **Beneficial
                Owner**
            **Amount**
            **Percent
                of Class**(7)**Former
                Executive Officer**Kristi
                J. Kampmann (8)
            10,955
            *


____________________
  *Less
        than 0.01%.
 (1)
        Arizcan
        Properties is wholly-owned by Triumphant Partners, LLC, a Colorado limited
        liability company, which is owned by Stan Richards.  Includes
        9,253,000 common shares held directly and beneficially (and 6,000,000 which
        are
        issuable upon the exercise of a warrant at $0.50 per share) and 7,770 common
        shares that are held by Stan Richards.
 (2)
        Includes 53,697
        common shares held directly and beneficially; 47,888 common shares that
        Mr. Metzinger owns beneficially though his wife and options held by Mr.
        Metzinger consisting of options to purchase 10,000 shares exercisable at
        $10.40
        per share, options to purchase 75,000 shares exercisable at $6.50 per share
        and
        options to purchase 1,000,000 shares exercisable at $0.32 per
        share.
 (3)
        Cheri L.
        Metzinger is the wife of Mr. Paul H. Metzinger, our Chief Executive Officer,
        Chief Financial Officer and President.  This includes 47,888 shares
        held directly and beneficially and 53,697 common shares, 1,085,000 common
        shares
        subject to options owned beneficially by her husband.
 (4)
        Based on options
        to purchase 25,000 shares exercisable at $42.50 per share, options to purchase
        5,000 shares exercisable at $55.00 per share, options to purchase 12,500
        shares
        exercisable at $10.40 per share, options to purchase 25,000 shares exercisable
        at $4.00 per share and options to purchase 250,000 shares exercisable at
        $0.32
        per share.
 (5)
        Based on options
        to purchase 12,500 shares exercisable at $19.40 per share, options to purchase
        2,500 shares exercisable at $13.40 per share, options to purchase 5,000 shares
        exercisable at $40.00 per share and options to purchase 250,000 shares
        exercisable at $0.32 per share.
 (6)
        Based on options
        to purchase 15,000 shares exercisable at $14.00 per share, options to purchase
        5,000 shares exercisable at $14.00 per share and options to purchase 250,000
        shares exercisable at $0.32 per share.
 (7)  Shares
        of our common stock subject to options and warrants currently exercisable
        or
        convertible, or exercisable or convertible within 60 days of October 10,
        2007, are deemed outstanding for purposes of computing the percentage
        beneficially owned by the person or entity holding those securities, but
        are not
        deemed outstanding for purposes of computing the percentage beneficially
        owned
        by any other person or entity. Percentage of beneficial ownership is based
        on
        37,109,845 shares of our common stock outstanding as of the close of business
        on
        October 10, 2007.
 (8)  Ms.
        Kampmann served as our Chief Financial Officer until February 28,
        2007.




**Securities
      Authorized For Issuance Under Equity Compensation Plans**




The
      following table provides information as of June 30, 2007 regarding
      compensation plans (including individual compensation arrangements) under which
      shares of our common stock are authorized for issuance.  No class of
      our securities other than our common stock or options to purchase our common
      stock is authorized for issuance under any of our equity compensation
      plans.





36
 ***Table
            of Contents***




**Plan
                Category**
            
            **Number
                of securities to be issued upon exercise of outstanding options,
                warrants
                and rights**
              **(a)**
            
            
            **Weighted-average
                exercise price of outstanding options, warrants and
                rights**
              **(b)**
            
            
            **Number
                of securities remaining available for future issuance under equity
                compensation plans (excluding securities reflected in column
                (a)**
              **(c)**Equity
                compensation plans approved by security holders
            
            
            0
            
            
            
            —
            
            
            
            0Equity
                compensation plans not approved by security holders(1)
            
            
            2,748,127
            
            
            $
            3.00
            
            
            
            226,173Total
            
            
            2,748,127
            
            
            $
            3.00
            
            
            
            226,173


____________________
 (1)
        The material
        features of the plans not approved by the security holders are described
        herein
        under “ITEM 10—EXECUTIVE COMPENSATION—Stock Option
        Plans.”


**Change
      in Control**





As
      of
      October 10, 2007, Arizcan Properties, Ltd. is our controlling shareholder.
      Arizcan Properties Ltd. may cause us to have a change of control if they sell
      enough of our common stock. We are not aware of any present intention of Arizcan
      Properties, Ltd. to cause us to have a change of control and we are not aware
      of
      any other arrangements that may result in a change of control.





**ITEM
      12.CERTAIN RELATIONSHIPS
      AND
      RELATED TRANSACTIONS**





**Transactions
      with Related Persons**





On
      March 2, 2007, in a private placement transaction, we issued to Arizcan
      Properties a total of 500,000 shares of our newly-designated series A
      nonconvertible preferred stock for a total purchase price of $500,000, in
      cash.  In addition to the purchase of the series A nonconvertible
      preferred stock, Arizcan Properties purchased for a purchase price of $251,900
      a
      warrant exercisable for 6,000,000 shares of common stock.  This
      warrant has an exercise price of $0.50 per share and provides for cashless
      exercise.  As a result, Arizcan Properties acquired approximately 51%
      of our voting power, and, on a fully diluted basis, Arizcan Properties would
      have approximately 89% of our voting power if they exercise the
      warrant.





During
        the year ended June 30, 2006, Arizcan Properties purchased 8,373,000 shares
        of
        restricted common stock for cash of $1,255,950, a price of $0.15, a discount
        from the closing market price of the stock on the date of purchase.


Mr.
      Metzinger, an officer and director, during the year ended June 30, 2007,
      advanced us a total of $25,203.  We have repaid $18,327 of the funds
      at October 10, 2007.





During
        the year ended June 30, 2007, we issued options to purchase 2,350,000 shares
        of
        common stock to our officer and directors.  The options are fully
        vested, have a term of 10 years and an exercise price of $0.41 per
        share.  The options were determined to have a value of $743,750 using
        the Black-Scholes Model of valuation and certain assumptions considered
        appropriate by management.


**Related
      Party Transaction Policy**





The
        board
        of directors recognizes that related party transactions can present conflicts
        of
        interest and questions as to whether the transactions are in our best
        interests.  Accordingly, effective in September 2007, the board
        of directors adopted a written policy formalizing the policy for the review,
        approval and ratification of transactions with related persons. For the purposes
        of this policy, a “related party transaction” is a transaction or relationship
        involving a director, executive officer or 5% stockholder or their immediate
        family members that is reportable under the SEC’s rules regarding such
        transactions.


37
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            of Contents***





Under
      our
      policy, a related party transaction should be approved or ratified based upon
      a
      determination that the transaction is in, or not opposed to, our best interests
      and on terms no less favorable to us than those available with other parties.
      The policy provides for the board of directors to review and approve all related
      party transactions, other than transactions involving amounts less than $100,000
      in aggregate. Pursuant to the policy, management shall recommend any related
      party transaction, including the proposed aggregate value of the transaction,
      if
      applicable. After review, the board of directors shall approve or disapprove
      of
      such transaction.





**Director
      Independence**





We
      have
      voluntarily adopted the NASDAQ Marketplace Rules for determining whether a
      director is independent and our board of directors has determined that three
      of
      our four directors, Messrs. Neuhaus, Shaw and Hoback, are “independent” within
      the meaning of Rule 4200(a)(15) of the NASDAQ Manual.  Mr. Metzinger
      is not independent under those standards.





**ITEM
      13.EXHIBITS**





The
      following documents are filed as a part of this report.





(i)           **Financial
      Statements**.  See Index to Financial Statements on page F-1 of
      this report.





(ii)           **Exhibits**.  The
      following is a complete list of exhibits filed as part of this
      Form 10-KSB.  Exhibit numbers correspond to the numbers in the
      Exhibit Table of Item 601 of Regulation S-B.





**Exhibit
                No.**
            **Description**3.01
            Amended
                and Restated Articles of Incorporation filed with the Nevada Secretary
                of
                State on January 31, 2006 (Incorporated by reference to the company’s
                Current Report on Form 8-K, dated January 31,
                2006)3.02
            Certificate
                of Designation of Rights and Preferences of the Series A Convertible
                Preferred Stock (Incorporated by reference to the company’s Current Report
                on Form 8-K, dated January 17, 2006)3.03
            Certificate
                of Designation of Series A Nonconvertible Preferred Stock
                (Incorporated by reference to the company’s Current Report on
                Form 8-K, dated March 6, 2007)3.04
            Amended
                and Restated By-laws of the company (Incorporated by reference to
                Amendment No. 1 to the company’s Annual Report on Form 10-KSB for the
                fiscal year ended June 30, 2003)4.01
            Form
                of Common Stock Certificate (Incorporated by reference to the company’s
                Annual Report on Form 10-KSB for the fiscal year ended June 30,
                1998)10.01*
            1998
                Compensatory Stock Option Plan dated February 26, 1998 (Incorporated
                by reference to the company’s Registration Statement on Form S-8, dated
                November 21, 2000)10.02*
            2000
                Compensatory Stock Option Plan dated October 31, 2000 (Incorporated
                by reference to the company’s Registration Statement on Form S-8, dated
                November 21, 2000)10.03*
            Employment
                Agreement, dated March 15, 2004, between Paul H. Metzinger and the
                company
                (Incorporated by reference to the company’s Quarterly Report on
                Form 10-QSB for the fiscal quarter ended March 31,
                2004)





38
 ***Table
            of Contents***




**Exhibit
                No.**
            **Description**10.04
            Operating
                Agreement, dated August 15, 2005, between the company and Xact Resources
                International (now Justin Holdings, Inc. as a result of the assignment
                by
                Xact Resources in February 2006), Inc. for BioAgra, LLC (Incorporated
                by reference to the company’s Current Report on Form 8-K, dated August 12,
                2005)10.05
            Investment
                Agreement, dated December 11, 2003, by and between TagStar Systems,
                GmbH, NanoPierce Technologies, Inc. and ExypnoTech, GmbH (Incorporated
                by
                reference to the company’s Current Report on Form 8-K, dated
                December 11, 2003)10.06
            Asset
                Purchase Agreement, dated December 11, 2003, by and between Prof. Dr.
                Gerd Lederer, NanoPierce Card Technologies, GmbH and TagStar Systems,
                GmbH
                (Incorporated by reference to the company’s Current Report on Form 8-K,
                dated December 11, 2003)10.07*
            Consulting
                Agreement, effective as of June 1, 2006, between the company and
                Edwin Buckham (Incorporated by reference to the company’s Registration
                Statement on Form S-8, dated August 23, 2006)10.08*
            Consulting
                Agreement, effective as of June 1, 2006, between the company and
                Terry Allen (Incorporated by reference to the company’s Registration
                Statement on Form S-8, dated August 23, 2006)10.09
            Technology
                License Agreement dated April 18, 2005 by and between Progressive
                Bioactives, Inc. and BioAgra LLC (Incorporated by reference to the
                company’s Registration Statement on Form SB-2, dated March 29,
                2006)10.10
            Termination
                and Mutual General Release Agreement dated July 11, 2007 by and
                between Progressive Bioactives, Inc. and BioAgra LLC (Incorporated
                by
                reference to the company’s Current Report on Form 8-K, dated July 11,
                2007)10.11
            Agreement,
                dated April 1, 2007 by and between AHD International, Inc. and BioAgra
                LLC
                (Incorporated by reference to the company’s Current Report on Form 8-K,
                dated April 18, 2007)21#
            Subsidiaries
                of the company23#
            Consent
                of independent registered public accounting firm,
                GHP Horwath, P.C.31.1#
            Certification
                of Chief Executive Officer Pursuant to
                Rule 13a-14(a)/15d-14(a) as Adopted Pursuant to Section 302 of
                the Sarbanes-Oxley Act of 2002.31.2#
            Certification
                of Chief Financial Officer Pursuant to
                Rule 13a-14(a)/15d-14(a) as Adopted Pursuant to Section 302 of
                the Sarbanes-Oxley Act of 2002.32.1#
            Certification
                of Chief Executive Officer Pursuant to
                18 U.S.C. Section 1350 as Adopted Pursuant to Section 906
                of the Sarbanes-Oxley Act of 2002.32.2#
            Certification
                of Chief Financial Officer Pursuant to
                18 U.S.C. Section 1350 as Adopted Pursuant to Section 906
                of the Sarbanes-Oxley Act of
                2002.


____________________
 *Indicates
        a management contract or compensatory plan or arrangement.
 #
        Filed
        herewith.


**ITEM
      14.PRINCIPAL ACCOUNTANTS'
      FEES
      AND SERVICES**





The
      aggregate fees billed and expected to be billed by GHP Horwath, P.C., our
      independent registered public accounting firm, for professional services in
      the
      fiscal years ended June 30, 2007 and 2006 are as follows:





39
 ***Table
            of Contents***




**Services
                Rendered**
            
            **2007**
            
            
            **2006**Audit
                Fees
            
            $
            89,593
            
            
            $
            84,350Audit
                Related Fees
            
            
            0
            
            
            
            0All
                Other Fees
            
            
            0
            
            
            
            0





The
        engagement of our independent registered public accounting firm was approved
        by
        our board of directors functioning as our audit committee prior to the start
        of
        the audit of our consolidated financial statements for the fiscal year ended
        June 30, 2007.


40
 ***Table
            of Contents***





**SIGNATURES**





In
      accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused
      this report to be signed on its behalf by the undersigned, thereunto duly
      authorized.





**VYTA
                CORP**Date:  October 15,
                2007
            By:
            /s/
                Paul H. MetzingerPaul
                H. Metzinger, Chief Executive Officer, President and acting Chief
                Financial Officer








In
      accordance with the Exchange Act, this report has been signed below by the
      following persons on behalf of the registrant and in the capacities and on
      the
      dates indicated.





Date:  October 15,
                2007
            By:
            /s/
                Paul H. MetzingerPaul
                H. Metzinger, Director, Chief Executive Officer, President and acting
                Chief Financial Officer (Principal Executive Officer, Principal Financial
                Officer and Principal Accounting Officer)Date:  October 15,
                2007
            By:
            /s/
                Herbert J. NeuhausHerbert J. Neuhaus,
                DirectorDate:  October 15,
                2007
            By:
            /s/
                Robert ShawRobert Shaw,
                DirectorDate:  October 13,
                2007
            By:
            /s/
                John HobackJohn Hoback,
                Director











**Supplemental
      Information to be Furnished With Reports Filed Pursuant to Section 15(d) of
      the
      Exchange Act By Non-reporting Issuers**





Neither
      an annual report covering our fiscal year ended June 30, 2007, nor any
      proxy material, has been sent to our security holders.





41
 ***Table
            of Contents***





**VYTA
      CORP AND SUBSIDIARIES**


**INDEX
      TO CONSOLIDATED FINANCIAL STATEMENTS**








PageReport
                of Independent Registered Public Accounting Firm
            F-1Consolidated
                Financial Statements:Consolidated
                Balance Sheet – June 30, 2007
            F-2Consolidated
                Statements of Operations –Years
                ended June 30, 2007 and 2006
            F-3Consolidated
                Statements of Comprehensive Loss –Years
                ended June 30, 2007 and 2006
            F-4Consolidated
                Statements of Changes in Shareholders’ Equity –Years
                ended June 30, 2007 and 2006
            F-5Consolidated
                Statements of Cash Flows –Years
                ended June 30, 2007 and 2006
            F-8Notes
                to Consolidated Financial Statements
            F-10




***Table
            of Contents***





**REPORT
      OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**








Board
      of
      Directors


Vyta
      Corp


Denver,
      Colorado





We
      have
      audited the accompanying consolidated balance sheet of Vyta Corp and
      subsidiaries (the "Company") as of June 30, 2007, and the related consolidated
      statements of operations, comprehensive loss, changes in shareholders' equity
      and cash flows for each of the years in the two-year period ended June 30,
      2007.
      These financial statements are the responsibility of the Company's management.
      Our responsibility is to express an opinion on these financial statements based
      on our audits.





We
      conducted our audits in accordance with the standards of the Public Company
      Accounting Oversight Board (United States). 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 audits provide a
      reasonable basis for our opinion.





In
      our
      opinion, the consolidated financial statements referred to above present fairly,
      in all material respects, the financial position of Vyta Corp and subsidiaries
      as of June 30, 2007, and the results of their operations and their cash flows
      for each of the years in the two-year period ended June 30, 2007, in conformity
      with accounting principles generally accepted in the United States of
      America.





The
      accompanying consolidated financial statements have been prepared assuming
      that
      the Company will continue as a going concern. As discussed in Note 2 to the
      consolidated financial statements, the Company reported a net loss applicable
      to
      common shareholders of approximately $4,474,000, substantially all derived
      from
      its equity in development stage net losses of its principal investee, a 50%
      joint venture, whose ability to continue as a going concern is in substantial
      doubt, and significant cash outflows from operations for the year ended June
      30,
      2007, and an accumulated deficit of approximately $30,498,000 as of June 30,
      2007. These factors raise substantial doubt about the Company's ability to
      continue as a going concern.  Management's plans in regard to these
      matters, which do not include any direct revenue-producing activities in the
      foreseeable future, are also described in Note 2. The consolidated financial
      statements do not include any adjustments that might result from the outcome
      of
      this uncertainty.





As
      discussed in Notes 1 and 8 to the consolidated financial statements, effective
      July 1, 2006, the Company adopted Statement of Financial Accounting Standards
      No. 123(R), *Share Based Payment*.





/s/  GHP
      HORWATH, P.C.





Denver,
      Colorado


October
      12, 2007





F-1
 ***Table
            of Contents***





VYTA
      CORP
      AND SUBSIDIARIES


Consolidated
      Balance Sheet


June
      30,
      2007




**Assets**Current
                assets:Cash
                and cash equivalents
            
            $
            354,702Prepaid
                expenses
            
            
            1,840Total
                current assets
            
            
            356,542Property
                and equipment:Office
                equipment and furniture
            
            
            67,107Less
                accumulated depreciation
            
            
            (61,670
            )5,437Other
                assets:Investment
                in unconsolidated investee (Note 5)
            
            
            205,196Note
                and advances receivable, net, unconsolidated investee (Note
                4)
            
            
            340,344Deposits
                and other
            
            
            19,562565,102Total
                assets
            
            $
            927,081


**Liabilities
                and Shareholders’ Equity**Current
                liabilities:Accounts
                payable
            
            $
            76,797Advances payable,
                officer (Note 6)
            
            
            24,612Accrued
                expenses
            
            
            7,063Total
                liabilities  (all current)
            
            
            108,472Commitments
                and contingencies (Notes 3, 6, 7 and 9)Shareholders’
                equity (Note 8):Preferred
                stock; $0.0001 par value; 5,000,000 shares authorized; Series A,
                8%;
                deemed par value $1.00 per share; 500,000 shares issued and outstanding;
                liquidation preference of $513,150
            
            
            513,150Common
                stock; $0.0001 par value; 200,000,000 shares authorized; 31,349,845
                shares
                issued and outstanding
            
            
            3,135Additional
                paid-in capital
            
            
            30,678,462Accumulated
                other comprehensive income
            
            
            121,543Accumulated
                deficit
            
            
            (30,497,681
            )Total
                shareholders’ equity
            
            
            818,609Total
                liabilities and shareholders’ equity
            
            $
            927,081


See
        notes
        to consolidated financial statements.


F-2
 ***Table
            of Contents***





VYTA
      CORP
      AND SUBSIDIARIES


Consolidated
      Statements of Operations


Years
      Ended June 30, 2007 and 2006





**2007**
            
            
            **2006**General
                and administrative expense
            
            $
            (1,835,973
            )
            
            $
            (893,061
            )Loss
                from operations
            
            
            (1,835,973
            )
            
            
            (893,061
            )Other
                income (expense):Interest
                income
            
            
            22
            
            
            
            72,307Extinguishment
                of liabilities (Note 6)
            
            
            -
            
            
            
            120,788Equity
                losses of unconsolidated investees (Note 5)
            
            
            (1,426,590
            )
            
            
            (1,398,202
            )Provision
                for loss on note receivable, unconsolidated investees (Note
                4)
            
            
            (1,198,000
            )
            
            
            -Loss
                on revaluation of derivative warrant liability (Note 7)
            
            
            -
            
            
            
            (74,295
            )Interest
                expense
            
            
            -
            
            
            
            (235,139
            )Interest
                expense, related party
            
            
            -
            
            
            
            (219
            )(2,624,568
            )
            
            
            (1,514,760
            )Net
                loss
            
            
            (4,460,541
            )
            
            
            (2,407,821
            )Accumulated dividends
                on preferred stock (Note 8)
            
            
            (13,150
            )
            
            
            -Beneficial
                conversion feature (Note 8)
            
            
            -
            
            
            
            (1,500,000
            )Net
                loss applicable to common shareholders
            
            $
            (4,473,691
            )
            
            $
            (3,907,821
            )Net
                loss per common share, basic and diluted (Note 1)
            
            $
            (0.19
            )
            
            
            (0.30
            )Weighted
                average number of common shares outstanding (Note 1)
            
            
            23,884,955
            
            
            
            12,984,849


See
        notes
        to consolidated financial statements.


F-3
 ***Table
            of Contents***





VYTA
      CORP
      AND SUBSIDIARIES


Consolidated
      Statements of Comprehensive Loss


Years
      Ended June 30, 2007 and 2006





**2007**
            
            
            **2006**Net
                loss
            
            $
            (4,460,541
            )
            
            $
            (2,407,821
            )Change
                in unrealized gain on securities
            
            
            (619
            )
            
            
            59Change
                in foreign currency translation adjustments
            
            
            (8,197
            )
            
            
            7,457Comprehensive
                loss
            
            $
            (4,469,357
            )
            
            $
            (2,400,305
            )





See
      notes
      to consolidated financial statements.





F-4
 ***Table
            of Contents***





VYTA
      CORP
      AND SUBSIDIARIES


Consolidated
      Statements of Changes in Shareholders’ Equity


Years
      Ended June 30, 2007 and 2006


(Note
      1)




**Additional**
            
            
            **Accumulated other**
            
            
            
            
            
            **Total****Preferred stock**
            
            
            **Common stock**
            
            
            **paid-in**
            
            
            **comprehensive**
            
            
            **Accumulated**
            
            
            **shareholders’****Shares**
            
            
            **Amount**
            
            
            **Shares**
            
            
            **Amount**
            
            
            **capital**
            
            
            **income**
            
            
            **deficit**
            
            
            **equity**Balances,
                July 1, 2005
            
            
            -
            
            
            $
            -
            
            
            
            4,663,045
            
            
            $
            466
            
            
            $
            24,059,377
            
            
            $
            122,843
            
            
            $
            (23,629,319
            )
            
            $
            553,367Common
                stock issued upon exercise of warrants, net of offering costs (Note
                8)
            
            
            -
            
            
            
            -
            
            
            
            1,535,000
            
            
            
            154
            
            
            
            734,846
            
            
            
            -
            
            
            
            -
            
            
            
            735,000Forgiveness
                of offering cost liability (Note 8)
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            800,000
            
            
            
            -
            
            
            
            -
            
            
            
            800,000Common
                stock issued with notes payable (Notes 6 and 8)
            
            
            -
            
            
            
            -
            
            
            
            455,000
            
            
            
            45
            
            
            
            117,841
            
            
            
            -
            
            
            
            -
            
            
            
            117,886Common
                stock and warrants issued for cash (Notes 7 and 8)
            
            
            -
            
            
            
            -
            
            
            
            790,467
            
            
            
            79
            
            
            
            453,067
            
            
            
            -
            
            
            
            -
            
            
            
            453,146Common
                stock issued as payment of accrued commissions (Note 8)
            
            
            -
            
            
            
            -
            
            
            
            50,000
            
            
            
            5
            
            
            
            89,995
            
            
            
            -
            
            
            
            -
            
            
            
            90,000Series
                A preferred stock issued for cash (Note 8)
            
            
            200,000
            
            
            
            1,500,000
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            1,500,000Common
                stock issued upon conversion of Series A preferred stock (Note
                8)
            
            
            (200,000
            )
            
            
            (1,500,000
            )
            
            
            15,000,000
            
            
            
            1,500
            
            
            
            1,498,500
            
            
            
            -
            
            
            
            -
            
            
            
            -Common
                stock originally issued for services, returned for non- performance
                (Note
                8)
            
            
            -
            
            
            
            -
            
            
            
            (50,000
            )
            
            
            (5
            )
            
            
            (89,995
            )
            
            
            -
            
            
            
            -
            
            
            
            (90,000
            )





(Continued)





F-5
 ***Table
            of Contents***





VYTA
      CORP
      AND SUBSIDIARIES


Consolidated
      Statements of Changes in Shareholders’ Equity


Years
      Ended June 30, 2007 and 2006


(Note
      1)


(Continued)




**Additional**
            
            
            **Accumulated other**
            
            
            
            
            
            **Total****Preferred stock**
            
            
            **Common stock**
            
            
            **paid-in**
            
            
            **comprehensive**
            
            
            **Accumulated**
            
            
            **shareholders’****Shares**
            
            
            **Amount**
            
            
            **Shares**
            
            
            **Amount**
            
            
            **capital**
            
            
            **income**
            
            
            **deficit**
            
            
            **equity**Common
                stock and warrants issued for services (Notes 1 and 8)
            
            
            -
            
            
            $
            -
            
            
            
            200,000
            
            
            $
            20
            
            
            $
            464,980
            
            
            $
            -
            
            
            $
            -
            
            
            $
            465,000Reclassification
                of derivative warrant liability to equity (Note 7)
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            253,522
            
            
            
            -
            
            
            
            -
            
            
            
            253,522Capitol
                contribution of accrued payroll owed to and forgiven by officer
                /shareholder (Note 8)
            
            
            -
            
            
            
            
            
            
            
            -
            
            
            
            -
            
            
            
            8,750
            
            
            
            -
            
            
            
            -
            
            
            
            8,750Net
                loss
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (2,407,821
            )
            
            
            (2,407,821
            )Other
                comprehensive lossChange
                in unrealized gain on securities
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            59
            
            
            
            -
            
            
            
            59Change
                in foreign currency translation adjustments
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            7,457
            
            
            
            -
            
            
            
            7,457Balances,June
                30, 2006
            
            
            -
            
            
            
            -
            
            
            
            22,643,512
            
            
            $
            2,264
            
            
            $
            28,390,883
            
            
            $
            130,359
            
            
            $
            (26,037,140
            )
            
            $
            2,486,366








F-6
 ***Table
            of Contents***





VYTA
      CORP
      AND SUBSIDIARIES


Consolidated
      Statements of Changes in Shareholders’ Equity


Years
      Ended June 30, 2007 and 2006


(Note
      1)


(Continued)




**Additional**
            
            
            **Accumulated other**
            
            
            
            
            
            **Total****Preferred stock**
            
            
            **Common stock**
            
            
            **paid
                in**
            
            
            **comprehensive**
            
            
            **Accumulated**
            
            
            **shareholders’****Shares**
            
            
            **Amount**
            
            
            **Shares**
            
            
            **Amount**
            
            
            **capital**
            
            
            **income**
            
            
            **deficit**
            
            
            **equity**Balances,
                July 1, 2006
            
            
            -
            
            
            $
            -
            
            
            
            22,643,512
            
            
            $
            2,264
            
            
            $
            28,390,883
            
            
            $
            130,359
            
            
            $
            (26,037,140
            )
            
            $
            2,486,366Series
                A preferred stock issued for cash, of which $100,000 was recieved  in
                advance as of June 30, 2006 (Note 8)
            
            
            500,000
            
            
            
            500,000
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            500,000Warrant
                issued for cash (Note 8)
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            251,900
            
            
            
            -
            
            
            
            -
            
            
            
            251,900Common
                stock issued for cash (Note 8)
            
            
            -
            
            
            
            -
            
            
            
            8,373,000
            
            
            
            838
            
            
            
            1,255,112
            
            
            
            -
            
            
            
            -
            
            
            
            1,255,950Common
                stock issued in settlement of note payable, stockholder
                (Note 6)
            
            
            -
            
            
            
            -
            
            
            
            333,333
            
            
            
            33
            
            
            
            49,967
            
            
            
            -
            
            
            
            -
            
            
            
            50,000Options
                issued for compensation (Note 8)
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            743,750
            
            
            
            -
            
            
            
            -
            
            
            
            743,750Accumulated
                dividends on Series A preferred stock (Note 8)
            
            
            -
            
            
            
            13,150
            
            
            
            -
            
            
            
            -
            
            
            
            (13,150
            )
            
            
            -
            
            
            
            -
            
            
            
            -Net
                loss
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (4,460,541
            )
            
            
            (4,460,541
            )Other
              comprehensive loss:Change
                in unrealized gain on securities
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (619
            )
            
            
            -
            
            
            
            (619
            )Change
                in foreign currency translation adjustments
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (8,197
            )
            
            
            -
            
            
            
            (8,197
            )Balances,June
                30, 2007
            
            
            500,000
            
            
            $
            513,150
            
            
            
            31,349,845
            
            
            $
            3,135
            
            
            $
            30,678,462
            
            
            $
            121,543
            
            
            $
            (30,497,681
            )
            
            $
            818,609





See
      notes
      to consolidated financial statements.





F-7
 ***Table
            of Contents***





VYTA
      CORP
      AND SUBSIDIARIES


Consolidated
      Statements of Cash Flows


Years
      Ended June 30, 2007 and 2006





**2007**
            
            
            **2006**Cash
                flows from operating activities:Net
                loss
            
            $
            (4,460,541
            )
            
            $
            (2,407,821
            )Adjustments
                to reconcile net loss to net cash used in operating
                activities:Consulting expense
            
            
            436,197
            
            
            
            28,803Depreciation
                expense
            
            
            5,387
            
            
            
            5,768Provision
                for loss on note receivable, unconsolidated investee
            
            
            1,198,000
            
            
            
            -Equity
                in net losses of unconsolidated investees
            
            
            1,426,590
            
            
            
            1,398,202Options
                issued for compensation
            
            
            743,750
            
            
            
            -Gain
                on extinguishment of liabilities
            
            
            -
            
            
            
            (120,788
            )Amortization
                of discounts on notes payable
            
            
            -
            
            
            
            213,860Loss
                on revaluation of derivative warrant liability
            
            
            -
            
            
            
            74,295Changes
                in operating assets and liabilities:Decrease
                (increase) in prepaid expenses
            
            
            14,742
            
            
            
            (52,777
            )Increase
                (decrease) in accounts payable and accrued expenses
            
            
            23,151
            
            
            
            (17,848
            )Total
                adjustments
            
            
            3,847,817
            
            
            
            1,529,515Net
                cash used in operating activities
            
            
            (612,724
            )
            
            
            (878,306
            )Cash
                flows from investing activities:Purchase
                of equipment
            
            
            -
            
            
            
            (750
            )Advances
                to unconsolidated investee
            
            
            (1,182,784
            )
            
            
            (1,686,570
            )Payment
                on note receivable
            
            
            -
            
            
            
            275,442Investment
                in joint venture
            
            
            -
            
            
            
            (500,000
            )Net
                cash used in investing activities
            
            
            (1,182,784
            )
            
            
            (1,911,878
            )Cash
                flows from financing activities:Common
                stock and warrants issued for cash
            
            
            1,255,950
            
            
            
            2,167,372Proceeds
                applied to preferred stock and warrant purchase
            
            
            651,900
            
            
            
            1,500,000Proceeds
                from subscribed preferred stock
            
            
            -
            
            
            
            100,000Payment
                of notes payable
            
            
            -
            
            
            
            (960,663
            )Proceeds
                from issuance of notes payable and common stock
            
            
            50,000
            
            
            
            150,000Net
                cash provided by financing activities
            
            
            1,957,850
            
            
            
            2,956,709Net
                increase in cash and cash equivalents
            
            
            162,342
            
            
            
            166,525Cash
                and cash equivalents, beginning
            
            
            192,360
            
            
            
            25,835Cash
                and cash equivalents, ending
            
            $
            354,702
            
            
            $
            192,360(Continued)





F-8
 ***Table
            of Contents***





VYTA
      CORP
      AND SUBSIDIARIES


Consolidated
      Statements of Cash Flows


Years
      Ended June 30, 2007 and 2006


(Continued)





**2007**
            
            
            **2006**Supplemental
                disclosure of cash flow information:Cash
                paid for interest
            
            $
            -
            
            
            $
            23,569Supplemental
                disclosure of non-cash investing and financing activities:Subscription
                payable converted to preferred stock
            
            $
            100,000
            
            
            $
            -Conversion
                of Series A Preferred Stock to common stock
            
            $
            -
            
            
            $
            1,500,000Beneficial
                conversion feature
            
            $
            -
            
            
            $
            1,500,000Issuance
                of common stock for payment of note payable
            
            $
            50,000
            
            
            $
            117,886Issuance
                of common stock in exchange for accrued commissions
            
            $
            -
            
            
            $
            90,000Issuance
                of common stock in exchange for deferred consulting costs
            
            $
            -
            
            
            $
            465,000Notes receivable
                applied to investment in unconsolidated investee
            
            $
            -
            
            
            $
            405,000Investment
                in unconsolidated investee acquired in exchange for note
                payable
            
            $
            -
            
            
            $
            595,000Liability
                recorded for offering costs of common stock issuance
            
            $
            -
            
            
            $
            800,000Forgiveness
                of offering costs owed in connection with common stock
                issuance
            
            $
            -
            
            
            $
            (800,000
            )Forgiveness
                of accrued payroll owed to officer/shareholder
            
            $
            -
            
            
            $
            8,750Capitalization of
                derivative warrant liability as equity
            
            $
            -
            
            
            $
            253,522





See
      notes
      to consolidated financial statements.





F-9
 ***Table
            of Contents***





**VYTA
      CORP AND SUBSIDIARIES**


Notes
      to
      Consolidated Financial Statements


Years
      Ended June 30, 2007 and 2006








**1.     BASIS
      OF PRESENTATION, BUSINESS, AND SUMMARY OF SIGNIFICANT ACCOUNTING
      POLICIES:**





**BASIS
      OF PRESENTATION:**





The
        accompanying consolidated financial statements include the accounts of Vyta
        Corp, a Nevada corporation, and its wholly-owned subsidiaries, NanoPierce
        Connection Systems, Inc., a Nevada corporation (NCOS), which was incorporated
        in
        November 2001 and ExypnoTech, LLC (ET LLC), a Colorado limited liability
        company, which was formed in June 2004 (collectively referred to as the
“Company”). All significant intercompany accounts and transactions have been
        eliminated in consolidation.


On
      January 19, 2006, the Company’s Board of Directors approved an amendment to the
      Company’s Articles of Incorporation to effect a one-for-twenty reverse stock
      split effective January 31, 2006. All references to shares, options, and
      warrants in the year ended June 30, 2006 and in prior periods, have been
      retroactively adjusted to reflect the reverse split amounts.





As
      a
      result of the reverse split, the Company’s authorized capital was reduced from
      200,000,000 shares to 10,000,000 shares. As part of the reverse split, the
      Company amended and restated its Articles of Incorporation to increase the
      authorized capital of the Company to 200,000,000 shares.





**BUSINESS:**





NCOS
        and
        ET LLC had no revenues or operations in 2007 and 2006. The Company has two
        unconsolidated investees which are accounted for using the equity method
        of
        accounting, ExypnoTech, GmbH (EPT), and BioAgra, LLC (BioAgra), which operate
        in
        two segments, the RFID industry and the animal feed industry, respectively.
        EPT’s activities primarily consist of manufacturing inlay components used in,
        among other things, Smart Labels, which is a paper sheet holding a
        chip-containing module that is capable of memory storage and/or processing.
        BioAgra (a development stage enterprise) manufactures and plans to sell a
        beta
        glucan product, Agrastim®, to be
        used as a
        replacement for hormone growth steroids and antibiotics in products such
        as
        poultry feed.


**SUMMARY
        OF SIGNIFICANT ACCOUNTING POLICIES:**


***Use
      of Estimates in the Financial Statements:***





The
      preparation of the financial statements in conformity with accounting principles
      generally accepted in the United States of America requires management to make
      estimates and assumptions that affect the reported amounts of assets and
      liabilities and disclosure of contingent assets and liabilities at the date
      of
      the financial statements and the reported amounts of revenues and expenses
      during the reporting periods. Actual results could differ from those
      estimates.





***Fair
      Value of Financial Instruments:***





The
      fair
      values of the Company’s cash and cash equivalents and accounts payable
      approximate their carrying amounts due to the short maturities of these
      instruments. The fair values of the note and advances receivable from the
      unconsolidated equity investee and advances payable to an officer of the Company
      are not subject to reasonable estimation, based upon the related party nature
      of
      the underlying transactions.





F-10
 ***Table
            of Contents***





**VYTA
      CORP AND SUBSIDIARIES**


Notes
      to
      Consolidated Financial Statements


Years
      Ended June 30, 2007 and 2006





***Cash
      and Cash Equivalents:***





The
      Company considers all highly liquid investments with an original maturity of
      three months or less and money market instruments to be cash
      equivalents.





***Deferred
      Consulting Costs:***





In
      June
      2006, the Company entered into a one-year consulting services agreement
      with two unrelated parties, in which the parties agreed to provide lobbying
      and
      public relations services. Compensation consisted of 200,000 shares of the
      Company’s common stock with a market value of approximately $182,000 (based on a
      closing market price of $0.91 per share at the date the transaction was entered
      into) and a warrant to purchase 500,000 shares of the Company’s common stock,
      with an exercise price of $0.91 per share and a term of 3 years. The warrant
      was
      valued at $283,000 using the Black-Scholes pricing model. The deferred cost
      was
      amortized on a straight-line basis as earned over the one-year period from
      the date of the agreement. During the year ended June 30, 2007, the value of
      the
      shares and warrant was amortized in full, and the Company recognized an expense
      of $436,197. During the year ended June 30, 2006, $28,803 was
      expensed.





***Available
        for Sale Securities:***
  Available
        for sale securities consist of 1,180 shares of common stock of Intercell
        International Corporation (Intercell). These securities are carried at estimated
        fair value ($291 at June 30, 2007) based upon quoted market prices, and are
        included in other long-term assets in the Company’s June 30, 2007 consolidated
        balance sheet. During
        the years ended June 30, 2007 and 2006, the Company did not sell any available
        for sale securities.





***Equity
        Method Investments:***


Investee
      entities in which the Company can exercise significant influence, but not
      control, are accounted for under the equity method of accounting. Whether the
      Company exercises significant influence with respect to an investee depends
      on
      an evaluation of several factors including, among others, representation on
      the
      company’s board of directors and ownership level, generally 20% to 50% interest
      in the voting securities of the company including voting rights associated
      with
      the Company’s holdings in common, preferred and other convertible instruments in
      the company. Under the equity method of accounting, the Company’s share of the
      earnings or losses of these companies is included in the equity income (loss)
      section of the consolidated statements of operations.





A
      loss in
      value of an investment that is other than a temporary decline is recognized
      as a
      charge to operations. Evidence of a loss in value might include, but would
      not
      necessarily be limited to, absence of an ability to recover the carrying amount
      of the investment or inability of the investee to sustain an earnings capacity
      that would justify the carrying amount of the investment.





***Property
        and Equipment:***


Property
      and equipment are stated at cost. Depreciation expense is provided by use of
      accelerated and straight-line methods over the estimated useful lives of the
      assets, which range from five to seven years.





F-11
 ***Table
            of Contents***





**VYTA
      CORP AND SUBSIDIARIES**


Notes
      to
      Consolidated Financial Statements


Years
      Ended June 30, 2007 and 2006





***Accounting
        For Obligations and Instruments Potentially Settled in the Company’s Common
        Stock:***


The
      Company accounts for obligations and instruments potentially to be settled
      in
      the Company’s stock in accordance with Emerging Issues Task Force (EITF) Issue
      No. 00-19, *Accounting For Derivative Financial Instruments Indexed to, and
      Potentially Settled in a Company’s Own Stock*. This issue addresses the
      initial balance sheet classification and measurement of contracts that are
      indexed to, and potentially settled in, the Company’s stock. Under EITF 00-19,
      contracts are initially classified as equity or as either assets or liabilities,
      depending on the situation. All contracts are initially measured at fair value
      and subsequently accounted for based on the then current classification.
      Contracts initially classified as equity do not recognize subsequent changes
      in
      fair value as long as the contracts continue to be classified as equity. For
      contracts classified as assets or liabilities, the Company reports changes
      in
      fair value in earnings and discloses these changes in the financial statements
      as long as the contracts remain classified as assets or liabilities. If
      contracts classified as assets or liabilities are ultimately settled in shares,
      any previously reported gains or losses on those contracts continue to be
      included in earnings. The classification of a contract is reassessed at each
      balance sheet date.





***Legal
        Defense Costs*:**


The
      Company does not accrue for estimated future legal and related defense costs,
      if
      any, to be incurred in connection with outstanding or threatened litigation
      and
      other disputed matters but rather, records such as period costs when the
      services are rendered.





***Stock-Based
        Compensation*:**


Beginning
      July 1, 2006, the Company adopted the provisions of and accounts for stock-based
      compensation in accordance with Statement of Financial Accounting Standards
      (SFAS) No. 123 – revised 2004 (SFAS 123R), *Share-Based Payment*, which
      replaced SFAS No. 123 (SFAS 123), *Accounting for Stock-based
      Compensation*, and supersedes APB Opinion No. 25 (APB 25), *Accounting
      for Stock Issued to Employees*. Under the fair value recognition provisions
      of this statement, stock-based compensation cost is measured at the grant date
      based on the fair value of the award and is recognized as expense on a
      straight-line basis over the requisite service period, which generally is the
      vesting period. The Company elected the modified-prospective method, under
      which
      prior periods are not revised for comparative purposes. The valuation provisions
      of SFAS 123R apply to new grants and to grants that were outstanding as of
      the
      effective date and are subsequently modified. All options granted prior to
      the
      adoption of SFAS 123R and outstanding during the periods presented were
      fully-vested at the date of adoption.





***Foreign
        Currency Translation*:**


The
      financial statements of the Company’s foreign equity investment (EPT) are
      measured using the local currency (the Euro) as the functional currency. Assets
      and liabilities of EPT are translated at exchange rates as of the balance sheet
      date. Revenues and expenses are translated at average rates of exchange in
      effect during the period. The resulting cumulative translation adjustments
      have
      been recorded as a component of comprehensive income (loss), included as a
      separate item in shareholders’ equity.




***Loss
        Per Share:***


Basic
      loss per share of common stock is computed based on the average number of common
      shares outstanding during the year. Stock options and warrants are not
      considered in the calculation, as the impact of the potential common shares
      (14,859,844 shares at June 30, 2007 and 6,519,469 shares at June 30, 2006)
      would
      be to decrease loss per share (anti-dilutive). Therefore, diluted loss per
      share
      is equivalent to basic loss per share.





F-12
 ***Table
            of Contents***





**VYTA
      CORP AND SUBSIDIARIES**


Notes
      to
      Consolidated Financial Statements


Years
      Ended June 30, 2007 and 2006





**Recently
      Issued Accounting Pronouncements:**





In
        February 2006, the Financial Accounting Standards Board (FASB) issued SFAS
        No.
        155, *Accounting for Certain Hybrid Financial
        Instruments*.  SFAS No. 155 allows financial instruments that
        contain an embedded derivative and that otherwise would require bifurcation
        to
        be accounted for as a whole on a fair value basis, at the holder’s election.
        SFAS No. 155 also clarifies and amends certain other provisions of SFAS No.
        133
        and SFAS No. 140. SFAS No. 155 is effective for the Company for all financial
        instruments issued or acquired after the beginning its fiscal year ending
        June
        30, 2008. The adoption of SFAS No. 155 is not expected to have an impact
        on the
        Company’s financial statements.


In
        June
        2006, the FASB issued Interpretation No. 48, *Accounting for Uncertainty in
        Income Taxes - An Interpretation of FASB Statement No. 109*, (FIN 48). FIN
        48 clarifies the accounting for uncertainty in income taxes recognized in
        an
        enterprise’s financial statements in accordance with FASB Statement No. 109,
*Accounting for Income Taxes*. FIN 48 also prescribes a recognition
        threshold and measurement attribute for the financial statement recognition
        and
        measurement of a tax position taken or expected to be taken in a tax return
        that
        results in a tax benefit. Additionally, FIN 48 provides guidance on
        de-recognition, income statement classification of interest and penalties,
        accounting in interim periods, disclosure, and transition. This interpretation
        will be effective for the Company on July 1, 2007, but is not expected to
        have a
        material impact on the Company’s consolidated financial statements, with the
        possible exception of certain disclosures relative to the Company’s net
        operating loss carry forwards and the related valuation allowance.


In
        September 2006, the FASB issued SFAS No. 157, *Fair Value Measurements*.
        This statement defines fair value, establishes a framework for measuring
        fair
        value in generally accepted accounting principles, and expands disclosures
        about
        fair value measurements. This statement applies under other accounting
        pronouncements that require or permit fair value measurements. SFAS No. 157
        will
        be effective for the Company for its fiscal year beginning on July 1, 2008.
        The
        Company is currently assessing the impact the adoption of SFAS No. 157 may
        have
        on its consolidated financial statements.


In
        February 2007, FASB issued SFAS No. 159, *The Fair Value Option for Financial
        Assets and Financial Liabilities - Including an Amendment of FASB Statement
        No.
        115.* This statement permits entities to choose to measure many financial
        instruments and certain other items at fair value. Most of the provisions
        of
        SFAS No. 159 apply only to entities that elect the fair value option. The
        possible adoption of this statement is not expected to have a material effect
        on the Company's financial statements.


In
      September 2006, the Securities and Exchange Commission (SEC) issued Staff
      Accounting Bulletin (SAB) No. 108 in order to eliminate the diversity of
      practice surrounding how public companies quantify financial statement
      misstatements. In SAB 108, the SEC staff established an approach that requires
      quantification of financial statement misstatements based on the effects of
      the
      misstatements on each of the Company’s financial statements and the related
      financial statement disclosures. SAB No. 108 was effective for the Company’s
      current 2007 fiscal year end. The adoption of SAB No. 108 did not have an impact
      on the Company’s consolidated financial statements.





**2.  GOING
        CONCERN UNCERTAINTY AND MANAGEMENT’S PLANS:**


The
      Company’s financial statements for the year ended June 30, 2007 have been
      prepared on a going concern basis, which contemplates the realization of assets
      and the settlement of liabilities and commitments in the normal course of
      business. The Company reported a net loss of $4,460,541 (net loss applicable
      to
      common shareholders of $4,473,691) for the year ended June 30, 2007, and an
      accumulated deficit of $30,497,681 as of June 30, 2007. Cash flows used in
      operations for 2007 substantially exceeded its working capital remaining at
      year
      end, and the Company had no revenues from its activities during the year ended
      June 30, 2007.





F-13
 ***Table
            of Contents***





**VYTA
      CORP AND SUBSIDIARIES**


Notes
      to
      Consolidated Financial Statements


Years
      Ended June 30, 2007 and 2006





The
      Company’s ability to continue as a going concern may be dependent on the success
      of management’s plan discussed below. The financial statements do not include
      any adjustments relating to the recoverability and classification of assets
      or
      the amounts and classification of liabilities that might be necessary should
      the
      Company be unable to continue as a going concern.





During
      the 2008 fiscal year, the Company intends to continue its efforts to assist
      BioAgra with the continuing development of its sales, nationally and
      internationally in other animal feed markets, such as the equine and the swine
      markets. The Company intends to continue to raise funds to support the efforts
      through the sale of its equity securities.





To
      the
      extent the Company’s operations are not sufficient to fund the Company’s capital
      requirements, the Company may attempt to enter into a revolving loan agreement
      with financial institutions or attempt to raise capital through the sale of
      additional capital stock or through the issuance of debt. At the present time,
      the Company does not have a revolving loan agreement with any financial
      institution nor can the Company provide any assurance that it will be able
      to
      enter into any such agreement in the future or be able to raise funds through
      the further issuance of debt or equity in the Company.





**3.  INTERNATIONAL
        OPERATIONS:**


Since
        the
        Company’s foreign equity investment’s (EPT) operations (Note 5) are located in
        Germany, its transactions are conducted in currencies other than the U.S.
        dollar
        (the currency into which EPT’s historical financial statements have been
        translated) primarily the Euro. As a result, the Company is exposed to adverse
        movements in foreign currency exchange rates.


In
        addition, the Company is subject to risks including adverse developments
        in the
        foreign political and economic environment, trade barriers, managing foreign
        operations and potentially adverse tax consequences that could have a material
        adverse effect on the Company’s financial condition or results of operations in
        the future.


**4.   NOTES
        AND ADVANCES RECEIVABLE – UNCONSOLIDATED INVESTEE:**


During
        the year ended June 30, 2006, the Company loaned $1,686,570 to BioAgra through
        a
        series of secured, 7.5% promissory notes, which were due from June 30 through
        October 31, 2006. On June 26, 2006, the Company agreed to combine all of
        the
        promissory notes and accrued interest of $40,257 into a $1,726,827 secured,
        7.5%
        promissory note with payments to be made monthly beginning October 31, 2006,
        through October 31, 2007. The funds were loaned to BioAgra to facilitate
        completion of its first production line and to support its development stage
        activities. The promissory note is collateralized by all BioAgra assets.
        Additionally, the promissory note is to be paid in full prior to any
        distributions being made to the members of the joint venture. During the
        year
        ended June 30, 2007, the note was reduced by $1,371,269, which represents
        the
        excess of the BioAgra losses recognized by the Company over the adjusted
        equity
        method basis of the Company’s investment in BioAgra (Note 5).


During
      the year ended June 30, 2007, the Company advanced an additional $1,182,784
      to
      BioAgra at 7.5% interest. The Company has classified the note and advances
      receivable as non-current assets and is not accruing interest on these
      receivables, as they are currently in default and non-performing. During the
      quarter ended September 30, 2007, the Company advanced an additional $284,135
      to
      BioAgra.





During
      the fourth quarter of the year ended June 30, 2007, the Company made a decision
      to provide for a loss on the value of the note receivable. This
      decision was based on factors including the Company’s evaluation of past and
      current operating results, failure of BioAgra to make scheduled payments and
      the
      Company’s continuing support of the development stage activities of BioAgra. The
      Company also considered the estimated fair value of BioAgra’s assets and
      liabilities in making the decision. As a result of this decision, the Company
      recorded provision for loss of $1,198,000 in the fourth quarter ended June
      30,
      2007.





F-14
 ***Table
            of Contents***





**VYTA
      CORP AND SUBSIDIARIES**


Notes
      to
      Consolidated Financial Statements


Years
      Ended June 30, 2007 and 2006





**5.  INVESTMENTS
        IN UNCONSOLIDATED INVESTEES:**


**EPT:**


At
      June
      30, 2007, the Company’s investment in EPT is $205,196. During the years ended
      June 30, 2007 and 2006 the Company's proportionate income was approximately
      $43,800 and $1,900, respectively. Financial information of EPT as of June 30,
      2007, and for the years ended June 30, 2007 and 2006 is as follows:





**June
                30, 2007**Assets:Current
                assets (1)
            
            $
            300,888Equipment
            
            
            3,587$
            304,475Liabilities
                and members’ equity:Current
                liabilities
            
            $
            11,267Members’
                equity
            
            
            293,208$
            304,475





____________________


(1)  Current
      assets include receivables in the amount of $280,674 due from the 51% owner
      of
      EPT.






**Year ended**
            
            
            **Year ended****June
                30, 2007**
            
            
            **June
                30, 2006**Revenues
                (1)
            
            $
            3,714,845
            
            
            $
            2,492,828Expenses
                (2)
            
            
            (3,625,463
            )
            
            
            (2,489,249
            )Net
                income
            
            $
            89,382
            
            
            $
            3,579





____________________


(1)  Revenues
      include $1,842,199 and $2,492,751 of sales to the 51% owner of EPT for the
      years
      ended June 30, 2007 and 2006, respectively.


(2)  Expenses
      include $229,754 and $97,155 of charges paid to the 51% owner of EPT for the
      years ended June 30, 2007 and 2006, respectively.





**BIOAGRA**


On
      August
      15, 2005, the Company entered into a joint venture with Xact Resources
      International, Inc., a privately held company. The Company purchased a 50%
      equity interest in the joint venture, BioAgra, for $1,500,000. BioAgra
      manufactures and plans to sell a beta glucan product, YBG-2000 also known as
      Agrastim®,
      which can be used as a replacement for hormone growth steroids and antibiotics
      in animal feed products such as poultry feed. As of June 30, 2007, BioAgra
      (a
      development stage company) has completed construction of a production line;
      however BioAgra has not yet recognized any significant revenues from product
      sales.





The
      terms
      of the joint venture provide for the Company to share in 50% of joint venture
      net income, if any, or net losses. The Company is accounting for its investment
      in BioAgra as an equity method investment. Net losses incurred by BioAgra have
      exceeded the underlying equity attributed to BioAgra’s other joint venture
      investor. As a result, the excess of the losses attributable to the other joint
      venture investor have been charged to the Company. BioAgra losses during the
      year ended June 30, 2006, recorded by the Company as equity losses and a
      reduction to the BioAgra equity investment were $1,392,684. At June 30, 2006,
      the investment balance of BioAgra was $107,316. During the quarter ended
      September 30, 2006, BioAgra losses were applied to the equity investment and
      reduced the balance to $0. Since September 30, 2006 and through June 30, 2007,
      the carrying value of the Company’s investment in BioAgra was $0. BioAgra losses
      for the year ended June 30, 2007 in excess of the carrying value of the
      Company’s investment in BioAgra ($1,371,269) were applied to reduce the value of
      the note receivable due from BioAgra.





Financial
      information of BioAgra as of June 30, 2007, for the year ended June 30, 2007
      and
      for the period from August 15, 2005 through June 30, 2006, is as
      follows:





F-15
 ***Table
            of Contents***





**VYTA
      CORP AND SUBSIDIARIES**


Notes
      to
      Consolidated Financial Statements


Years
      Ended June 30, 2007 and 2006





**June 30, 2007**Assets:Current
                assets
            
            $
            223,135Land,
                building and equipment, net (2)
            
            
            2,680,799$
            2,903,934Liabilities
                and members’ deficiency:Current
                liabilities (1)
            
            $
            3,317,256Obligation
                under capital lease (2)
            
            
            957,942Total
                liabilities
            
            
            4,275,198Members’
                deficiency
            
            
            (1,371,264
            )$
            2,903,934





___________________


(1)  Includes
      $2,909,611 owed to the Company.


(2)  BioAgra
      leases land and a building under a ten-year lease expiring in February 2015,
      which requires a monthly lease payment of $12,000.






**August 15, 2005****Year ended**
              **June 30, 2007**
            
            
            **through**
              **June 30, 2006**Revenues
            
            $
            68,754
            
            
            $
            5,340Expenses
            
            
            (1,547,339
            )
            
            
            (1,398,024
            )Net
                loss
            
            $
            (1,478,585
            )
            
            $
            (1,392,684
            )





**6.   NOTES
      AND ADVANCES PAYABLE:**





**SHAREHOLDER:**
  In
        March
        2007, a non-related party shareholder of the Company loaned $50,000 to the
        Company for an unsecured, 8% note payable due in March 2008. In June 2007,
        the
        shareholder agreed to accept 333,333 shares of the Company’s common stock as
        payment on the note (Note 8).
  **RELATED
        PARTY:**
  At
          June
          30, 2007, the Company owes its President $24,612 for amounts advanced to
          the
          Company or for reimbursements.  This amount is unsecured, non-interest
          bearing and due on demand.




**OTHER
      PARTIES:**





Prior
      to
      July 1, 2005, an unrelated third party loaned $150,000 to the Company in
      exchange for an unsecured promissory note due in September 2005 with interest
      at
      15% per quarter and 100,000 shares of the Company’s restricted common stock
      (50,000 shares were issued in June 2005 and the remaining 50,000 shares were
      issued in July 2005). At the date of issuance, the common stock had a market
      value of $180,000 (based on the closing market price of $1.80 per share on
      the
      date of the transaction). The relative fair value of the common stock, ($81,718)
      was accounted for as a discount applied against the face amount of the note.
      The
      effective interest rate on this note was 54%. As of July 1, 2005, $7,272 of
      the
      discount had been amortized to interest expense. In September 2005, the Company
      paid the $150,000, plus accrued interest of $22,500. Through that date, the
      remaining discount of $74,446 was fully amortized to interest
      expense.





Prior
      to
      and during the year ended June 30, 2006, various third parties loaned the
      Company $175,000 in exchange for unsecured 8% promissory notes due in December
      of 2005 and 405,000 shares of the Company’s restricted common stock. The common
      stock had a market value of $724,000 (based on closing market prices which
      ranged from $1.60 to $2.00 per share at the date of each transaction). The
      relative fair value of the common stock ($139,314) was accounted for as a
      discount against the face amount of the notes. The discount was amortized over
      the terms of the promissory notes as additional interest expense. The effective
      interest rate on these notes was 85%. In August 2005, the Company paid the
      $175,000, plus accrued interest of $850. Through that date, the discount of
      $139,314 was fully amortized to interest expense.





F-16
 ***Table
            of Contents***





**VYTA
      CORP AND SUBSIDIARIES**


Notes
      to
      Consolidated Financial Statements


Years
      Ended June 30, 2007 and 2006





During
      the year ended June 30, 2006, four vendors agreed to forgive payment on $120,788
      of liabilities owed, and as a result, the Company recognized a gain of $120,788
      on the extinguishment of liabilities.





**7.  DERIVATIVE
      WARRANT LIABILITY:**





During
        the year ended June 30, 2006, the Company sold 746,717 shares of its restricted
        common stock for $597,372. In connection with the sale of the restricted
        common
        shares, the Company issued five-year warrants exercisable into 746,717 shares
        of
        the Company’s common stock. The common stock had a total market value of
        $1,058,153 (based on the closing market prices which ranged from $1.00 to
        $1.60
        per share at the date of each transaction). The warrants had an aggregate
        estimated fair value of $462,965 (using the Black-Scholes pricing model
        utilizing an expected volatility of 83%, a risk-free investment rate of 3.8%
        and
        a dividend yield of 0%).
  The
        relative fair value of the warrants ($179,227) was accounted for as a liability
        in accordance with EITF 00-19, as the Company’s authorized and unissued shares
        available to settle the warrants (after considering all other commitments
        that
        could have required the issuance of stock during the maximum period the warrant
        could remain outstanding) were determined to be insufficient.


Through
      January 2006, the Company’s authorized and unissued common shares were
      insufficient to settle these warrant contracts. As a result, the value of these
      warrants was classified as a liability. As a result of the one-for-twenty
      reverse stock split in February 2006 and the increase in authorized shares,
      there are now sufficient authorized and unissued common shares to settle these
      contracts. Accordingly, the fair value of the warrants at the effective date
      of
      the stock split ($253,522) was reclassified to additional paid-in capital.
      During the year ended June 30, 2006, the Company recorded a loss of $74,295
      on
      these contracts. The appropriateness of the classification of these contracts
      is
      reassessed at each balance sheet date.





**8.
      SHAREHOLDERS’ EQUITY:**





***PREFERRED
      STOCK:***





In
        February 2007, the Company sold 500,000 shares of Series A,
        cumulative, non-convertible preferred stock (the "Series A") for $500,000
        cash to Arizcan Properties, Ltd. (Arizcan), the majority shareholder of the
        Company. Arizcan had previously advanced (as of June 30, 2006) $100,000 to
        the
        Company, under a subscription agreement, prior to the issuance of the shares.
        The Series A shares provide that when voting as a single class, the shares
        have
        the votes and the voting power that at all times is 1% greater than the combined
        votes and voting power of all other classes of securities entitled to vote
        on
        any matter. As a result of the issuance, Arizcan acquired approximately 51%
        of
        the voting power of the Company. The Company has a right, solely at its
        discretion, to redeem the shares in 2017 at 130% of then deemed par
        value.


The
        holder of the Series A is entitled to a dividend equal to 8% per annum of
        the
        deemed par value ($1.00 per share). Accumulated dividends for the period
        from Series A issuance (February 2007) through June 30, 2007, were $13,150,
        which have been recorded as an inverse in the net loss per common shareholder.
        Also, the holder is entitled to a liquidation preference of the then deemed
        par
        value for each outstanding share and any accrued but unpaid dividends upon
        the
        liquidation of the Company.


***COMMON
      STOCK:***





***Fiscal
      2007 Transactions:***





Between
      March and June 2007, the Company issued an aggregate of 8,373,000 shares of
      its
      restricted common stock for cash proceeds of $1,255,950. The shares were sold
      for $0.15 per share (based upon an approximate 38% discount from the closing
      market price, ranging from $0.37-$0.46 per share on the dates of the
      transactions).





F-17
 ***Table
            of Contents***





**VYTA
      CORP AND SUBSIDIARIES**


Notes
      to
      Consolidated Financial Statements


Years
      Ended June 30, 2007 and 2006





In
      June
      2007, the Company issued 333,000 shares of its restricted common stock to a
      non-related party shareholder as payment on a $50,000 promissory note. The
      shares were issued for $0.15 per share, based on the cash proceeds per share
      in
      the transactions noted above.





***Fiscal
      2006 Transactions:***





In
        connection with the issuance of $175,000 in promissory notes in June 2005,
        the
        Company agreed to issue 175,000 shares of its restricted common stock, valued
        at
        $103,146, of which 50,000 shares were issued in June 2005, and 125,000 shares
        were issued in July 2005.   Also in July and August 2005, in
        connection with the issuance of promissory notes totaling $150,000, the Company
        issued 450,000 shares of its restricted common stock, valued at
        $117,886.


In
        August
        2005, warrants to purchase 1,535,000 shares of common stock were exercised
        for
        cash of $1,535,000 in exchange for 1,535,000 shares of common stock. The
        exercise price of these warrants was lowered from $2.00 and $3.00 per share
        to
        $1.00 per share in connection with the exercise. The Company had recorded
        an
        $800,000 payable to Arizcan, which represents the costs incurred in connection
        with this offering of equity securities. In March 2006, Arizcan terminated
        the
        agreement and forgave the payment of this liability. As a result, in March
        2006,
        the Company accounted for the forgiveness of the liability as a contribution
        to
        equity.


In
      September 2005, the Company executed a subscription agreement with Arizcan
      to
      sell shares of the Company’s preferred stock. In January 2006, Arizcan purchased
      200,000 shares of the Company’s Series A Convertible Preferred Stock
      (“Convertible Preferred Stock”) for $400,000 cash and an unsecured promissory
      note for $1,100,000. The promissory note had an interest rate of 8% per annum
      and was due in January 2007. In February 2006, Arizcan converted the 200,000
      shares of convertible preferred stock into 15,000,000 shares of the Company’s
      restricted common stock. Upon the conversion, Arizcan held approximately 67%
      of
      the issued and outstanding common stock of the Company. In May 2006, Arizcan
      then paid the Company cash of $1,100,000 plus interest to repay the note in
      full. The
      conversion feature was deemed beneficial and accordingly resulted in a
      beneficial conversion feature valued at $1,500,000. The intrinsic
      value assigned to the beneficial conversion feature was limited to the total
      amount of the proceeds received. As a result of the beneficial conversion
      feature, net loss applicable to common shareholders was increased by $1,500,000
      during the year ended June 30, 2006.





In
        October 2005, the Company issued 50,000 shares of its restricted common stock,
        valued at $90,000, in satisfaction of a $90,000 liability previously incurred
        in
        connection with the Company’s financing efforts.
  Between
        October 2005 and January 2006, the Company issued 790,467 shares of its
        restricted common stock and warrants to purchase 746,717 shares of its
        restricted common stock for $632,372 in cash. The warrants have an exercise
        price of $1.00 per share and a term of three years. The shares of common
        stock
        were sold for $0.80 per share (based on a 50% discount from the closing market
        price, $1.60 per share, on the date of each transaction).
  In
        May
        2006, 50,000 shares of the Company’s restricted stock, that had been issued in
        June 2005 to an unrelated party for services were returned to the Company
        and
        were cancelled.
  In
        June
        2006, in connection with two, twelve-month consulting agreements, the Company
        issued 200,000 shares of its restricted common stock to unrelated third parties.
        The market value of the shares was $182,000 (based on a closing market price
        of
        $0.91 per share at the date of the transaction). In addition, the Company
        issued
        a warrant exercisable for 500,000 shares of the Company’s common stock with an
        exercise price of $0.91 per share and a term of 3 years. The warrant was
        deemed
        to have a value of $283,000 using the Black-Scholes option pricing model
        (utilizing an contractual term of 3 years, an expected volatility of 97%,
        a
        risk-free interest rate of 3.93%, and a dividend yield of 0%).


F-18
 ***Table
            of Contents***





**VYTA
      CORP AND SUBSIDIARIES**


Notes
      to
      Consolidated Financial Statements


Years
      Ended June 30, 2007 and 2006





**STOCK
      OPTIONS:**





***Stock
      Options:***





The
      Company has two stock option plans which permit the grant of shares to attract,
      retain and motivate employees, directors and consultants of up to 2,863,000
      shares of common stock. Options are generally granted with an exercise price
      equal to the Company’s market price of its common stock on the date of the grant
      and with vesting rates as determined by the Board of Directors. The maximum
      contractual term of stock options under the plans is 10 years. All options
      outstanding at July 1, 2006 and June 30, 2007 are fully-vested and
      exercisable.





During
      the year ended June 30, 2007, the Company granted 2,350,000 stock options to
      an
      officer, directors and an employee at exercise prices ranging from $0.32 to
      $0.41 per share. The fair value of stock options at the date of grant was
      $743,750 based on the Black-Scholes option pricing model and was recorded as
      compensation expense. The weighted average grant date fair value of the stock
      options granted was $0.32 per option. The Company used the following assumptions
      to determine the fair value of stock option grants during the year ended June
      30, 2007:





Expected
                term
            5
                yearsExpected
                volatility
            183%
                - 172%Risk-free
                interest rate
            4.82%
                - 4.94%Dividend
                yield
            0%





The
      Company did not grant any options during the year ended June 30,
      2006.





The
      expected term of stock options represents the period of time that the stock
      options granted are expected to be outstanding based on historical exercise
      trends. The expected volatility is based on the historical price volatility
      of
      the Company’s common stock. The risk-free interest rate represents the U.S.
      Treasury bill rate for the expected term of the related stock options. The
      dividend yield represents our anticipated cash dividend over the expected term
      of the stock options.





At
      June
      30, 2007, all outstanding and exercisable options were fully vested. The
      aggregate intrinsic value of outstanding fully-vested options as of June 30,
      2007 was approximately $185,000.





A
      summary
      of the option plans are as follows:





**2007**
            
            
            **2006****Shares**
            
            
            **Weighted
                Average Exercise Price**
            
            
            **Shares**
            
            
            **Weighted-Average
                Exercise Price**Outstanding,
                Beginning of Year
            
            
            398,127
            
            
            $
            20.00
            
            
            
            439,377
            
            
            $
            20.00Granted
            
            
            2,350,000
            
            
            
            0.33
            
            
            
            -
            
            
            
            -Cancelled
            
            
            -
            
            
            
            -
            
            
            
            (41,250
            )
            
            
            2.00Expired
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -Exercised
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -Outstanding,
                End of Year
            
            
            2,748,127
            
            
            $
            3.00
            
            
            
            398,127
            
            
            $
            22.00Options
                Exercisable at End of Year
            
            
            2,748,127
            
            
            $
            3.00
            
            
            
            398,127
            
            
            $
            22.00





The
      following table summarizes information about stock options outstanding as of
      June 30, 2007:





F-19
 ***Table
            of Contents***





**VYTA
      CORP AND SUBSIDIARIES**


Notes
      to
      Consolidated Financial Statements


Years
      Ended June 30, 2007 and 2006





**Options
                  Outstanding**
            
            
            **Options
                  Exercisable****Range
                of Exercise Prices**
            
            
            **Number
                of Options**
            
            
            **Weighted-Average
                Remaining Contractual Life (years)**
            
            
            **Weighted-Average
                Exercise Price**
            
            
            **Number
                of Options**
            
            
            **Weighted-Average
                Exercise Price**$
            0.32–3.99
            
            
            
            2,350,000
            
            
            
            9.86
            
            
            $
            0.33
            
            
            
            2,350,000
            
            
            $
            0.334.00–10.00
            
            
            
            162,750
            
            
            
            1.37
            
            
            
            6.41
            
            
            
            162,750
            
            
            
            6.4110.20–20.00
            
            
            
            114,777
            
            
            
            4.74
            
            
            
            13.65
            
            
            
            114,777
            
            
            
            13.3620.20–40.00
            
            
            
            43,000
            
            
            
            3.66
            
            
            
            30.39
            
            
            
            43,000
            
            
            
            30.3940.20–60.00
            
            
            
            77,100
            
            
            
            2.23
            
            
            
            62.21
            
            
            
            77,100
            
            
            
            62.21100.20–120.00
            
            
            
            500
            
            
            
            2.69
            
            
            
            120.00
            
            
            
            500
            
            
            
            120.002,748,127
            
            
            
            3.89
            
            
            $
            3.00
            
            
            
            2,748,127
            
            
            $
            3.00





During
      the year ended June 30, 2006, officers and a director of the Company agreed
      to
      cancel options under the Company’s 1998 Compensatory Stock Option Plan
      exercisable for 41,250 shares of the Company’s stock.





The
      officers and director did not receive any consideration in return for the
      cancellations.





**WARRANTS:**





At
      June
      30, 2007, the following warrants to purchase common stock were
      outstanding:





**Number
                of common shares covered by warrants**
            
            
            **Exercise
                Price**
            
            **Expiration
                Date**22,500
            
            
            $
            12.00
            
            January
                20101,250,000
            
            
            
            3.00
            
            January
                200992,500
            
            
            
            1.00
            
            January
                20094,246,717
            
            
            
            1.00
            
            February
                20096,000,000
            
            
            
            0.50
            
            March
                2012500,000
            
            
            
            0.91
            
            June
                200912,111,717





***Fiscal
        2007 Transactions:***
  In
        February 2007, the Company sold to Arizcan, a warrant exercisable immediately
        for up to 6,000,000 shares of restricted common stock for $251,900 in cash.
        The
        warrant has an exercise price of $0.50 per share and provides for cashless
        exercise. The warrant has a term of 5 years.
  In
        January 2007, warrants to purchase 9,625 shares of common stock expired
        unexercised.
  ***Fiscal
        2006 Transactions:***


During
      the year ended June 30, 2006, warrants to purchase 202,709 shares of common
      stock expired unexercised.





In
      August
      2005, warrants to purchase 1,535,000 shares of common stock were exercised
      for
      cash of $1,535,000 in exchange for 1,535,000 shares of common stock. The
      proceeds were used to purchase a 50% equity interest in BioAgra. The warrants’
exercise price was lowered from $2.00 and $3.00 per share to $1.00 per share
      in
      connection with the exercise.





In
      December 2005, warrants to purchase 238,667 shares of common stock were canceled
      by their holders. The warrants were cancelled to reduce the total dilutive
      securities below the authorized share limit, to allow the Company to enter
      into
      additional equity financing in December 2005. In return for the cancellation
      of
      such warrants, the Company agreed to issue warrants to purchase 3,500,000 common
      shares. The warrants have an exercise price of $1.00 and have a term of 3 years.
      These warrants were issued in February 2006.





F-20
 ***Table
            of Contents***





**VYTA
      CORP AND SUBSIDIARIES**


Notes
      to
      Consolidated Financial Statements


Years
      Ended June 30, 2007 and 2006





In
      February 2006, the Company issued warrants to purchase 746,717 shares of common
      stock. The warrants were issued to fulfill commitments made with the sale of
      common stock from November 2005 through January 2006, as discussed above. The
      warrants have an exercise price of $1.00 per share and a term of 3
      years.





**OTHER
        CAPITAL TRANSACTION:**
  In
        August
        2005, an officer/shareholder of the Company forgave $8,750 of accrued salary,
        which has been accounted for as a capital contribution and has resulted in
        an
        increase in additional paid in capital.


**9.  COMMITMENTS
      AND CONTINGENCIES**





**LITIGATION:**





***Depository
      Trust Suit:***





In
      May
      2004, the Company filed suit against the Depository Trust and Clearing
      Corporation (“DTCC”), the Depository Trust Company (“DTC”), and the National
      Securities Clearing Corporation (“NSCC”). The complaint alleges, among
      other things, that the DTCC, DTC and NSCC acted in concert to operate the “Stock
      Borrow Program,” originally created to address short term delivery failures by
      sellers of securities in the stock market. According to the complaint, the
      DTCC,
      NSCC and DTC conspired to maintain significant open fail deliver positions
      of
      millions of shares of the Company’s common stock for extended periods of time by
      using the Stock Borrow Program to cover these open and unsettled positions.
      The
      Company was seeking damages of $25,000,000 and treble damages. In April 2005,
      the court granted a motion to dismiss the lawsuit. The Company filed an appeal
      to overturn the motion to dismiss the lawsuit; however, in September 2007,
      the
      Court ruled that all of the Company's claims were pre-empted by federal law
      and
      affirmed the dismissal of the Company's complaint.





***Financing
      Agreement Suit:***





In
      connection with a financing obtained in October 2000, the Company filed various
      actions against, among others, Harvest Court, LLC, Southridge Capital
      Investments, LLC, Daniel Pickett, Patricia Singer and Thomson Kernaghan, Ltd.
      for violations of federal and state securities laws, conspiracy, aiding and
      abetting and common law fraud among other claims.


In
        May
        2001, Harvest Court, LLC filed suit against the Company alleging that the
        Company breached an October 20, 2000 Stock Purchase Agreement, by not issuing
        370,945 free trading shares of the Company’s common stock in connection with the
        reset provisions of the Purchase Agreement due on the second reset date and
        approximately 225,012 shares due in connection with the third reset date.
        Harvest Court, LLC is seeking the delivery of such shares or damages in the
        alternative. In August 2001, the Supreme Court of the State of New York,
        County
        of New York issued a preliminary injunction ordering the Company to reserve
        and
        not transfer the shares allegedly due to Harvest Court, LLC. The Company
        has
        filed counterclaims seeking various forms of relief against Harvest Court,
        LLC.
        Discovery has been completed in these cases and a trial date is expected
        to be
        set by the Court.




In
      this
      litigation, Harvest Court, LLC also filed counterclaims against the Company
      and
      certain officers and former board members of the Company, and a number of
      unrelated third parties. The counterclaims allege violations of federal
      securities laws and other laws. Harvest Court, LLC is seeking various forms
      of
      relief including compensatory and punitive damages. Responsive pleadings have
      been filed and the litigation is currently in the discovery stage.




The
      Company intends to vigorously prosecute all litigation and does not believe
      the
      outcome of the litigation will have a material adverse effect on the financial
      condition, results of operations or liquidity of the Company. However, it is
      too
      early at this time to determine the ultimate outcome of these
      matters.





F-21
 ***Table
            of Contents***





**VYTA
      CORP AND SUBSIDIARIES**


Notes
      to
      Consolidated Financial Statements


Years
      Ended June 30, 2007 and 2006





**LEASES:**





The
      Company has certain non-cancelable operating facilities and equipment
      leases. The leases are non-cancelable operating leases that expire through
      December 31, 2011. Future minimum lease payments under these operating leases
      are as follows:





**Year
                ending June 30,**
            
            **Amount**2008
            
            $
            38,2112009
            
            
            39,4152010
            
            
            40,6182011
            
            
            20,761$
            139,005





Rental
      expense under all operating leases was $54,396 and $86,783 for the years ended
      June 30, 2007 and 2006, respectively.





**10.   INCOME
      TAXES:**





The
      Company and its subsidiaries did not incur income tax expense for the years
      ended June 30, 2007 and 2006. The reconciliation between income taxes computed
      at the statutory federal tax rate of 34% and the effective tax rate for the
      years ended June 30, 2007 and 2006 is as follows:





**2007**
            
            
            **2006**Expected
                income tax benefit
            
            $
            (1,517,000
            )
            
            $
            (818,000
            )Increase
                in valuation allowance
            
            
            1,517,000
            
            
            
            818,000$
            -
            
            
            $
            -





The
      tax
      effects of temporary differences that would give rise to substantially all
      deferred tax assets subject to the valuation allowance at June 30, 2007 are
      as
      follows:




Deferred
                  tax assets, non-current:Net
                  operating loss carry forwards
              
              $
              4,724,000Receivables
              
              
              407,000Stock-based
                  compensation
              
              
              253,000Losses
                  in unconsolidated investees
              
              
              221,0005,605,000Less
                  valuation allowance
              
              
              (5,605,000
              )Net
                  deferred tax assets
              
              $
              -





As
      of
      June 30, 2007, the Company has net operating loss carry forwards of
      approximately $13,890,000, which expire between 2013 and 2027, and may be
      subject to limitations, which could reduce or defer the utilization of the
      losses as a result of an ownership change as provided in Section 382 of the
      Internal Revenue Code.






F-22