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NEW JERSEY                                     
                                          
             
22-2325592                                        
(State or other jurisdiction of                                     
                            
(IRS Employer
                                         
incorporation or organization)                                     
                           
identification No.)





Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13
or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or 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.



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**ITEM 1 - FINANCIAL STATEMENTS**

The condensed financial statements included herein have been prepared by the Company,
pursuant to the rules and regulations of the Securities and Exchange Commission.

In the opinion of the Company, all adjustments, consisting of only normal recurring
adjustments, necessary to present fairly the financial position of the Company as of March 31, 2001
and the results of its operations and changes in its financial position from September 30, 2000
through March 31, 2001 have been made.  The results of its operations for such interim period is not
necessarily indicative of the results to be expected for the entire year.





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**Cyttran International, Inc.**Balance Sheet

Current Assets                                      
                                          
                                         
$
0                        
$       
0

Total Assets                                       
                                          
                                          
  
$0                          
$       0



Current LiabilitiesAccounts Payable                                       
                                          
                                    
19,978                            
0
Taxes Payable                                        
                                          
                                          
     
400400

Total Current Liabilities                                     
                                          
                               
20,378                        
400

Stockholders' EquityCommon Stock, 50,000,000 Shares
authorized at $0.001 par value;
7,758,367 shares issued and outstanding                                    
                                          
  
79,583                    
79,583
Capital in Excess of Par Value                                     
                                          
                    
864,941                 
864,941
Retained Earnings                                       
                                          
                                    
(964,902)
(944,924)

Total Stockholders' Equity                                     
                                          
                         
(20,378)                   
(400)

Total Liabilities and Stockholders' Equity                                  
                                          
   
$
0                          
$ 0

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**Cyttran International, Inc.**

For the Three Months Ended                    
For the Six Months Ended                                         
                    
March 31,        
March 31,                             
March 31,     March 31,                                        
                        
20012000                                      
2001                
2000
Revenues                                        
                           
$ 
0                        
$ 
0                                       
$0                  
$0

Expenses                                       
                                  
3,246                     
019,978            
0

Net Income
Before Taxes                                        
                          
(3,246)                   
0                                        
(19,978)            0

Taxes                                        
                                        
0                            
0                                          
 
0                    
0

Income                                        
                               
$		(3,246)                   
$
0                                       
$		(19,978)        $0

Loss Per
Common Share                                        
                
$		(0.00)                      
$		(0.00)                                 
$		(0.00)        $		(0.00)

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

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**Cyttran International, Inc.**

For the Six Months Ended                                         
                                          
                            
March 31,      March 31,                                        
                                          
                                
20012000

Cash Flows fromOperating Activities

Net Income (Loss)                                       
                                          
                                     
$		(19,978)           $ 0
Increase (Decrease)
in Accounts Payable                                       
                                          
                                     
19,978               
0

Net Cash Provided
By Operating Activities                                      
                                          
                                        
0                    
0

Cash Flows fromInvesting Activities                                     
                                          
                                          
     
0                      
0

Cash Flows fromFinancing Activities                                      
                                          
                                          
     
0                       
0

Net Cash Provided
By Financing                                        
                                          
                                          
                 
0                      
0

Increase in Cash
And Cash Equivalents                                       
                                          
                                          
 
0                      
0

Cash and Cash
Equivalents at
End of Period                                        
                                          
                                          
                
$
0                   
$ 0

Supplement Cash Disclosure

Interest                                        
                                          
                                          
                          
$
0                    
$ 0
Taxes                                         
                                          
                                          
                               
0                       
0

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**Cyttran International, Inc.**Notes to the Financial Statements
March 31, 2001

NOTE 1 - INTERIM FINANCIAL STATEMENTS

The financial statements for the six months ended March 31, 2001 were prepared from the
books and records of the company.  Management believes that all adjustments have been made to
the financial statements to make a fair presentation of the financial condition of the company as
of March 31, 2001.  The results of the six months are not indicative of a full year of operation for
the Company.****

















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**ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.**

Liquidity and Capital Resources.  The Registrant has approximately $(20,378) as operating capital at
March 31, 2001. The Registrant intends to raise additional funds as needed through private placements
with accredited and sophisticated investors.

Results of Operation.  Due to the lack of operations during the periods ended March 31, 2001 and
March 31, 2000, the registrant had a net loss of $(19,978) and $(0) respectively.

**PART II**

**OTHER INFORMATION**

Item 1.                                        
         
Legal Proceedings                                       
                                      
None

Item 2.                                        
         
Changes in Securities                                       
                                 
None

Item 3.                                        
          
Defaults Upon Senior Securities                                     
                
None

Item 4.                                        
          
Submission of Matters to a Vote of Security Holders                
None

Item 5.                                        
           
Other Information                                       
                                      
None

Item 6.                                        
           
Exhibits and Reports on Form 8-K                                     
           
None

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Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned authorized officer.

Dated May 14, 2001 
	Cyttran International, Inc.

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