UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549





FORM
10-QSB





(Mark
One)





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





For the
quarterly period ended December 31, 2007





OR





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





Commission
file number 33-19598-D





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  number)





370
17th
Street, Suite 3640


Denver,
Colorado 80202


(Address
of principal executive offices)





Issuer’s
telephone number, including area code:  (303) 592-1010





Check
whether the issuer (1) has filed all reports required to be filed by Section
13(a) or 15(d) of the Securities Exchange Act of 1934 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 T   No
£





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





State the
number of shares outstanding of each of the issuer’s classes of common equity,
as of the latest practicable date:





As of
February 13, 2008, there were 35,213,178 shares of the registrant’s sole class
of common shares outstanding.





Transitional
Small Business Disclosure Format      Yes £   No
T













PART I – FINANCIALINFORMATION





Item
      1.
            Financial
      Statements (Unaudited)
            PageCondensed Consolidated Balance Sheet – December 31,
      2007
            F-1Condensed Consolidated Statements of Operations - Six and three
      months ended December 31, 2007 and 2006
            F-2Condensed Consolidated Statements of Comprehensive Loss – Six
      and three months ended December 31, 2007 and 2006
            F-3Condensed Consolidated Statement of Changes in Shareholders’
      Equity – Six months ended December 31, 2007
            F-4Condensed Consolidated Statements of Cash Flows – Six months
      ended December 31, 2007 and 2006
            F-5Notes to Condensed Consolidated Financial
      Statements
            F-6Item
      2.
            Management’s Discussion and Analysis
            1Item
      3.
            Controls and Procedures
            3Item
      3(A)T.
            Controls
      and Procedures
            4PART
      II – OTHER INFORMATIONItem
      1.
            Legal Proceedings
            44Item
      2.
            Unregistered Sales of Equity Securities and Use of
      ProceedsItem
      3.
            Defaults Upon Senior Securities – Not
      Applicable
            5Item
      4.
            Submission of Matters to a Vote of Security Holders – Not
      Applicable
            5Item
      5.
            Other Information – Not
      Applicable
            5Item
      6.
            Exhibits
            5SIGNATURES
            6





Table of Contents





PART
I – FINANCIAL INFORMATION




Item
1.  Financial Statements




VYTA CORPAND SUBSIDIARIES


Condensed
Consolidated Balance Sheet


December
31, 2007


(Unaudited)




AssetsCurrent
      assets:Cash
      and cash equivalents
            
            $
            33,159Receivable
      (Note 3)
            
            
            250,000Prepaid
      expenses and other
            
            
            1,368Total
      current assets
            
            
            284,527Property
      and equipment:Office
      equipment and furniture
            
            
            67,107Less
      accumulated depreciation
            
            
            (63,976
            )3,131Other
      assets:Deposits
      and other
            
            
            19,504Notes
      and advances receivable, net, unconsolidated investee (Note
    2)
            
            
            211,389230,893Total
      assets
            
            $
            518,551Liabilities and
      Shareholders’ EquityCurrent
      liabilities:Accounts
      payable
            
            $
            56,769Advances
      payable, officer (Note 4)
            
            
            4,228Accrued
      expenses
            
            
            3,295Total
      liabilities  (all current)
            
            
            64,292Commitments
      and contingencies (Note 6)Shareholders’
      equity: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 $532,054
            
            
            532,054Common
      stock; $0.0001 par value; 200,000,000 shares authorized; 35,213,178 shares
      issued and outstanding
            
            
            3,521Additional
      paid-in capital
            
            
            31,238,672Accumulated
      deficit
            
            
            (31,319,988
            )Total
      shareholders’ equity
            
            
            454,259Total
      liabilities and shareholders’ equity
            
            $
            518,551





See notes
to condensed consolidated financial statements.





F -
1
 Table of Contents





VYTA CORPAND SUBSIDIARIES


Condensed
Consolidated Statements of Operations


(Unaudited)




Three
      Months Ended
            
            
            Six
      Months EndedDecember 31,
            
            
            December 31,2007
            
            
            2006
            
            
            2007
            
            
            2006General
      and administrative expense
            
            $
            (173,209
            )
            
            
            (271,352
            )
            
            
            (318,957
            )
            
            
            (546,766
            )Loss
      from operations
            
            
            (173,209
            )
            
            
            (271,352
            )
            
            
            (318,957
            )
            
            
            (546,766
            )Other
      income (expense):Interest
      income
            
            
            10
            
            
            
            12
            
            
            
            10
            
            
            
            12Gain
      on sale of investment in unconsolidated investee (Note 3)
            
            
            164,234
            
            
            
            -
            
            
            
            164,234
            
            
            
            -Equity
      losses of unconsolidated investees (Note 2)
            
            
            (286,769
            )
            
            
            (272,583
            )
            
            
            (667,594
            )
            
            
            (540,141
            )(122,525
            )
            
            
            (272,571
            )
            
            
            (503,350
            )
            
            
            (540,129
            )Net
      loss
            
            
            (295,734
            )
            
            
            (543,923
            )
            
            
            (822,307
            )
            
            
            (1,086,895
            )Accumulated
      dividends on Series A preferred stock (Note 5)
            
            
            (9,452
            )
            
            
            -
            
            
            
            (18,904
            )
            
            
            -Net
      loss applicable to common shareholders
            
            $
            (305,186
            )
            
            
            (543,923
            )
            
            
            (841,211
            )
            
            
            (1,086,895
            )Net
      loss per share, basic and diluted (Note 1)
            
            $
            (0.01
            )
            
            
            (0.02
            )
            
            
            (0.03
            )
            
            
            (0.05
            )Weighted
      average number of common shares outstanding (Note 1)
            
            
            33,912,454
            
            
            
            22,643,512
            
            
            
            32,986,258
            
            
            
            22,643,512





See notes
to condensed consolidated financial statements.





F -
2
 Table of Contents





VYTA CORPAND SUBSIDIARIES


Condensed
Consolidated Statements of Comprehensive Loss


(Unaudited)




Three
      Months Ended
            
            
            Six
      Months EndedDecember 31,
            
            
            December 31,2007
            
            
            2006
            
            
            2007
            
            
            2006Net
      loss
            
            $
            ( 295,734
            )
            
            
            ( 543,923
            )
            
            
            ( 822,307
            )
            
            
            (1,086,895
            )Change
      in unrealized gain on securities
            
            
            -
            
            
            
            136
            
            
            
            -
            
            
            
            171Change
      in foreign currency translation adjustments, net of reclassification
      adjustment for gain included in net income (Note 3)
            
            
            (10,340
            )
            
            
            -
            
            
            
            (10,340
            )
            
            
            -Comprehensive
      loss
            
            $
            (285,394
            )
            
            
            (543,787
            )
            
            
            (811,967
            )
            
            
            (1,086,724
            )





See notes
to condensed consolidated financial statements.





F -
3
 Table of Contents





VYTA CORPAND SUBSIDIARIES


Condensed
Consolidated Statement of Changes in Shareholders’ Equity


Six
Months Ended December 31, 2007


(Unaudited)




Additional
            
            
            Accumulated
      other
            
            
            
            
            
            TotalPreferred
      stock
            
            
            Common
      stock
            
            
            paid
      in
            
            
            comprehensive
            
            
            Accumulated
            
            
            shareholders’Shares
            
            
            Amount
            
            
            Shares
            
            
            Amount
            
            
            capital
            
            
            income
            
            
            deficit
            
            
            equityBalances,
      July 1, 2007
            
            
            500,000
            
            
            $
            513,150
            
            
            
            31,349,845
            
            
            $
            3,135
            
            
            $
            30,678,462
            
            
            $
            121,543
            
            
            $
            (30,497,681
            )
            
            $
            818,609Common
      stock issued for cash
            
            
            -
            
            
            
            -
            
            
            
            3,863,333
            
            
            
            386
            
            
            
            579,114
            
            
            
            -
            
            
            
            -
            
            
            
            579,500Net
      loss
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            ( 822,307
            )
            
            
            ( 822,307
            )Accumulated
      dividends on Series A preferred stock
            
            
            -
            
            
            
            18,904
            
            
            
            -
            
            
            
            -
            
            
            
            ( 18,904
            )
            
            
            -
            
            
            
            -
            
            
            
            -Change
      in foreign currency translation adjustment (Note 3)
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (121,543
            )
            
            
            -
            
            
            
            ( 121,543
            )Balances,
      December 31, 2007
            
            
            500,000
            
            
            $
            532,054
            
            
            
            35,213,178
            
            
            $
            3,521
            
            
            $
            31,238,672
            
            
            $
            -
            
            
            $
            (31,319,988
            )
            
            $
            454,259





See notes
to condensed consolidated financial statements.





F -
4
 Table of Contents





VYTA CORPAND SUBSIDIARIES


Condensed
Consolidated Statements of Cash Flows


Six
Months Ended December 31, 2007 and 2006


(Unaudited)




2007
            
            
            2006Cash
      flows from operating activities:Net
      loss
            
            $
            ( 822,307
            )
            
            
            ( 1,086,895
            )Adjustments
      to reconcile net loss to net cash used in operating
      activities:Amortization
      expense
            
            
            -
            
            
            
            234,411Depreciation
      expense
            
            
            2,306
            
            
            
            2,694Equity
      losses of unconsolidated investees
            
            
            667,594
            
            
            
            540,141Gain
      on sale of investment in unconsolidated investee
            
            
            ( 164,234
            )
            
            
            -Changes
      in operating assets and liabilities:Decrease
      in prepaid expenses and other
            
            
            1,390
            
            
            
            15,967(Decrease)increase
      in accounts payable and accruedexpenses
            
            
            (44,251
            )
            
            
            54,879Total
      adjustments
            
            
            462,805
            
            
            
            848,092Net
      cash used in operating activities
            
            
            (359,502
            )
            
            
            ( 238,803
            )Cash
      flows from investing activities:Sale
      of marketable securities
            
            
            59
            
            
            
            -Increase
      in notes and advances receivable, unconsolidated investee
            
            
            (541,600
            )
            
            
            (387,118
            )Net
      cash used in investing activities
            
            
            (541,541
            )
            
            
            (387,118
            )Cash
      flows from financing activities:Proceeds
      from advance
            
            
            50,000
            
            
            
            -Payment
      of advance
            
            
            ( 50,000
            )
            
            
            -Common
      stock issued for cash
            
            
            579,500
            
            
            
            -Proceeds
      applied to preferred stock and warrant purchase
            
            
            -
            
            
            
            476,000Net
      cash provided by financing activities
            
            
            579,500
            
            
            
            476,000Net
      decrease in cash and cash equivalents
            
            
            (321,543
            )
            
            
            (149,921
            )Cash
      and cash equivalents, beginning
            
            
            354,702
            
            
            
            192,359Cash
      and cash equivalents, ending
            
            $
            33,159
            
            
            
            42,438Supplemental
      disclosure of non-cash investing activities:Sale
      of investment in unconsolidated investee:Receivable
            
            $
            (250,000)
            
            
            
            -Investment
      in unconsolidated investee
            
            
            217,649
            
            
            
            -Reduction
      in cumulative translation adjustment
            
            
            (131,883)
            
            
            
            -Gain
      on sale
            
            $
            (164,234)
            
            
            
            -




See notes
to condensed consolidated financial statements.





F -
5
 Table of Contents





VYTA CORPAND SUBSIDIARIES


Notes to
Condensed Consolidated Financial Statements


Six
Months Ended December 31, 2007 and 2006


(Unaudited)




1.     BASIS
OF PRESENTATION, MANAGEMENT’S PLANS AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES:





BASIS
OF PRESENTATION:





Presentation
of Interim Information:





The
accompanying condensed consolidated financial statements include the accounts of
Vyta Corp, a Nevada corporation (the Company), its wholly-owned subsidiaries,
NanoPierce Connection Systems, Inc., a Nevada corporation (NCOS), and
ExypnoTech, LLC (ET LLC), a Colorado limited liability company. NCOS and ET LLC
had no revenues or operations in 2007 and 2006. The Company has two investments
which are accounted for using the equity method of accounting. These equity
method investments consist of BioAgra, LLC (BioAgra) and through December 27,
2007, ExypnoTech, GmbH (EPT) (Note 3). The Company's equity investees, EPT and
BioAgra, operate in two segments, the RFID industry and the animal feed
industry, respectfully. All significant intercompany accounts and transactions
have been eliminated in consolidation.





On
December 27, 2007, the Company sold its 49% equity interest in EPT to TagStar,
GmbH (TagStar), the 51% equity interest owner of EPT, for cash of $250,000 (Note
3).





In the
opinion of the management of the Company, the accompanying unaudited condensed
consolidated financial statements include all material adjustments, including
all normal and recurring adjustments, considered necessary to present fairly the
financial position and operating results of the Company for the periods
presented.  The financial statements and notes are presented as
permitted by Form 10-QSB, and do not contain certain information included in the
Company’s Annual Report on Form 10-KSB for the fiscal year ended June 30,
2007.  It is the Company’s opinion that when the interim financial
statements are read in conjunction with the June 30, 2007 Annual Report on Form
10-KSB, the disclosures are adequate to make the information presented not
misleading.  Interim results are not necessarily indicative of results
for a full year or any future period.





Management’s
Plans:





In the
Company’s Annual Report on Form 10-KSB for the fiscal year ended June 30, 2007,
the Report of the Independent Registered Public Accounting Firm includes an
explanatory paragraph that describes substantial doubt about the Company’s
ability to continue as a going concern. The Company’s interim financial
statements for the six months ended December 31, 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 $822,307 and a net loss applicable to common
stockholders of $841,211 for the six months ended December 31, 2007, and an
accumulated deficit of $31,319,988 as of December 31, 2007. The Company has not
recognized any revenues from its business operations.





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.





Currently,
the Company does not have a revolving loan agreement with any financial
institution, nor can the Company provide any assurance it will be able to enter
into any such agreement in the future, or be able to raise funds through a
further issuance of debt or equity in the Company.





These
factors raise substantial doubt about the Company’s ability to continue as a
going concern.  The financial statements do not contain 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.





F -
6
 Table of Contents





VYTA
CORP AND SUBSIDIARIES


Notes to
Condensed Consolidated Financial Statements


Six
Months Ended December 31, 2007 and 2006


(Unaudited)




SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES:





STOCK-BASED
COMPENSATION:





Beginning
July 1, 2006, the Company adopted the provisions of and accounts for stock-based
compensation in accordance with the Statement of Financial Accounting Standards
(“SFAS”) No. 123 – revised 2004 (“SFAS 123R”), Share-Based Payment. 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. 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. The Company did
not grant any options during the six months ended December 31, 2007 and 2006
(Note 5).





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 December 31, 2007 and 6,519,469 shares at December 31,
2006) would be to decrease loss per share (anti-dilutive). Therefore, diluted
loss per share is equivalent to basic loss per share.





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.   The Company adopted SFAS No. 155 on July 1,
2007. The adoption of SFAS 155 did not have an impact on the Company’s financial
statements.





The
Company adopted FASB Interpretation No. 48, "Accounting for Uncertainty in
Income Taxes" ("FIN 48") on July 1, 2007. The Company did not identify
any controversial tax positions taken on open tax years and did not have any
unrecognized tax benefits, and there was no effect on the Company's financial
condition or results of operations as a result of implementing FIN 48. The
Company files income tax returns in the U.S. federal jurisdiction and various
state jurisdictions. The Company is no longer subject to U.S. federal tax
examinations for years before 2003. State jurisdictions that remain subject to
examination range from 2002 to 2006. The Company does not believe there will be
any material changes in its unrecognized tax positions over the next 12 months.
The Company's policy is to recognize interest and penalties accrued on
unrecognized tax benefits as a component of income tax expense. As of the date
of adoption of FIN 48, the Company did not have any accrued interest or
penalties associated with any unrecognized tax benefits and no interest expense
or penalties were recognized during the quarter.





In
December 2007, the FASB issued SFAS No. 141 (Revised 2007), Business Combinations, (“SFAS
No. 141R”). SFAS No. 141R will change the accounting for business combinations.
Under SFAS No. 141R, an acquiring entity will be required to recognize all the
assets acquired and liabilities assumed in a transaction at the acquisition-date
fair value with limited exceptions. SFAS No. 141R will also change the
accounting treatment and disclosure for certain specific items in a business
combination. SFAS No. 141R applies prospectively to business combinations for
which the acquisition date is on or after the beginning of the first annual
reporting period beginning on or after December 15, 2008. Accordingly, any
business combinations the Company engages in will be recorded and disclosed
following existing GAAP until July 1, 2009.  The Company expects SFAS No.
141R will have an impact on accounting for business combinations once adopted,
but the effect is dependent upon acquisitions at that time.




F -
7
 Table of Contents





VYTA
CORP AND SUBSIDIARIES


Notes to
Condensed Consolidated Financial Statements


Six
Months Ended December 31, 2007 and 2006


(Unaudited)




In
December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in
Consolidated Financial Statements—An Amendment of ARB No. 51, or SFAS No.
160. SFAS No. 160 establishes new accounting and reporting standards for
the noncontrolling interest in a subsidiary and for the deconsolidation of a
subsidiary. SFAS No. 160 is effective for fiscal years beginning on or after
December 15, 2008. We believe that SFAS 160 will not have a material impact
on the Company’s financial position or results of operations.





2.   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 over the period 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
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 the Company over the adjusted basis
of the Company’s equity investment in BioAgra.





During
the year ended June 30, 2007, the Company advanced an additional $1,182,784 to
BioAgra. During the six months ended December 31, 2007, the Company advanced an
additional $541,600 to BioAgra at 7.5% interest. In October 2007, the Company
executed a second, 7.5% promissory note for $1,182,784 with BioAgra with the
same terms as the note above, but the note did not provide for scheduled
payments. The Company has 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.





3.  INVESTMENTS
IN UNCONSOLIDATED  INVESTEES:





INVESTMENT
IN EPT:





On
December 27, 2007, the Company executed a Share Purchase Agreement with TagStar,
GmbH, the holder of the 51% equity interest in EPT, pursuant to
which the Company sold its 49% equity interest to TagStar for cash of
$250,000.  The Company has a receivable of $250,000
recorded at December 31, 2007, and received the funds on January 2,
2008.  The Company recorded a gain of $164,234 in connection with the
sale of the equity interest in EPT.





At
December 27, 2007, the Company's investment in EPT was $217,649. The Company's
proportionate income was $2,960 and $67,547 for the six months ended December
31, 2007 and 2006, respectively ($16,659 and  $36,319 for the three
months ended December 31, 2007 and 2006, respectively). The cumulative
translation adjustment was $121,543 and $131,883 at July 1, 2007 and December
27, 2007, respectively.  On December 27, 2007, a $131,883 reduction to
other comprehensive income was recorded and recognized as a component of the
gain on the sale of EPT.  Financial information of EPT for the periods
from July 1, 2007 through December 27, 2007 and October 1, 2007 through December
27, 2007, and the six and three months ended  December 31, 2006 is as
follows:





F -
8
 Table of Contents





VYTA
CORP AND SUBSIDIARIES


Notes to
Condensed Consolidated Financial Statements


Six
Months Ended December 31, 2007 and 2006


(Unaudited)




Period
      from October 1, 2007 through
            
            
            Three
      Months Ended
            
            
            Period
      from July 1, 2007 through
            
            
            Six
      Months EndedDecember 27, 2007
            
            
            December 31, 2006
            
            
            December 27, 2007
            
            
            December 31, 2006Revenues(1)
            
            $
            1,330,057
            
            
            $
            1,271,198
            
            
            $
            2,158,689
            
            
            $
            1,839,740Expenses(2)
            
            
            ( 1,296,241
            )
            
            
            ( 1,182,660
            )
            
            
            ( 2,152,831
            )
            
            
            ( 1,674,991
            )Net
      income
            
            $
            33,816
            
            
            $
            88,538
            
            
            $
            5,858
            
            
            $
            164,749





(1)  Revenues  include  $2,155,669
and $1,839,740 for the period from July 1, 2007 through December 27, 2007 and
the six months ended December 31, 2006, respectively ($1,329,980 and $1,271,198
for the period from October 1, 2007 through ended December 27, 2007 and the
three months ended December 31, 2006, respectively), of sales to
the  51%  owner  of  EPT.


(2)  Expenses
include $211,508 and $80,677 for the period from July 1, 2007 through December
27, 2007 and the six months ended December 31, 2006, respectively ($114,837 and
$42,399, for the period from October 1, 2007 through December 27, 2007 and the
three months ended December 31, 2006, respectively), of charges paid to the 51%
owner of EPT.





INVESTMENT
IN BIOAGRA





The
Company has a 50% equity interest in the joint venture, BioAgra, which
manufactures and sells a beta glucan product, YBG-2000 also known as
AgraStim(TM),
which can be used as a replacement for hormone growth steroids and antibiotics
in animal feed products such as poultry feed. As of December 31, 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. Since September
30, 2006 and through December 31, 2007, the carrying value of the Company’s
investment in BioAgra was $0.  BioAgra losses for the six months ended
December 31, 2007 and 2006 were $670,554 and $620,867, respectively ($303,399,
and $315,962, for the three months ended December 31, 2007 and 2006,
respectively). Losses of $670,554 and $620,867, respectively, were applied to
reduce the value of the notes receivable from BioAgra.





Financial  information  of  BioAgra  as
of December 31, 2007 and for the six and three months ended December 31, 2007
and 2006,  is  as  follows:





December 31, 2007Assets:Current
      assets
            
            $
            206,632Land,
      building and equipment, net
            
            
            2,527,404Total
      assets
            
            $
            2,734,036Liabilities
      and members’ deficiency:Current
      liabilities(1)
            
            $
            3,840,307Obligation
      under capital lease(2)
            
            
            935,550Total
      liabilities
            
            
            4,775,857Members’
      deficiency
            
            
            ( 2,041,821
            )Total
      liabilities and members’ deficiency
            
            $
            2,734,036




(1)   Includes
$3,413,112 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.


F -
9
 Table of Contents





VYTA
CORP AND SUBSIDIARIES


Notes to
Condensed Consolidated Financial Statements


Six
Months Ended December 31, 2007 and 2006


(Unaudited)




Three
      Months Ended
            
            
            Three
      Months Ended
            
            
            Six
      Months Ended
            
            
            Six
      Months EndedDecember 31, 2007
            
            
            December 31, 2006
            
            
            December 31, 2007
            
            
            December 31, 2006Revenues
            
            $
            62,928
            
            
            $
            -
            
            
            $
            83,255
            
            
            $
            31,642Expenses
            
            
            ( 366,327
            )
            
            
            ( 315,962
            )
            
            
            ( 753,809
            )
            
            
            ( 652,509
            )Net
      loss
            
            $
            ( 303,399
            )
            
            $
            ( 315,962
            )
            
            $
            ( 670,554
            )
            
            $
            ( 620,867
            )





4.   ADVANCES
PAYABLE, OFFICER:





At
December 31, 2007, the Company owes its President $4,228 for amounts advanced to
the Company or for reimbursements.  This amount is unsecured,
non-interest bearing and due on demand.





5.
SHAREHOLDERS' EQUITY:





PREFERRED
STOCK:





In
February 2007, the Company sold 500,000 shares of Series A nonconvertible
preferred stock for $500,000 cash to Arizcan Properties, Ltd. (Arizcan). Arizcan
had advanced the funds to the Company, prior to the issuance of the shares. The
shares provide that when voting as a single class, the shares have the votes and
the voting power that at all times is greater by 1% 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 the Company's
discretion, to redeem the shares in ten years at 130% of 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 December 31, 2007, were $32,054
($18,904 and  $9,452 for the six and three months ended December 31,
2007, respectively), which have been recorded as an increase to net loss per
common shareholder.  Also, the holder is entitled to a liquidation
preference of the deemed par value for each outstanding share and any accrued
but unpaid dividends upon the liquidation of the Company.





COMMON
STOCK:





Between
July 2007 and October 2007, the Company issued an aggregate of 3,863,333 shares
of its restricted common stock for $579,500 cash.  The shares were
sold for $0.15 per share (based upon an approximately 55% discount from the
closing market price at the time of sale, ranging from $0.39-$0.40 per share on
the dates of the transactions).





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. All options
outstanding at July 1, 2007 and December 31, 2007 are fully-vested and
exercisable. The Company did not grant any options during the six months ended
December 31, 2007 and 2006. The aggregate intrinsic value of outstanding
fully-vested options as of December 31, 2007 was approximately
$155,000.





F -
10
 Table of Contents





VYTA
CORP AND SUBSIDIARIES


Notes to
Condensed Consolidated Financial Statements


Six
Months Ended December 31, 2007 and 2006


(Unaudited)




A summary
of the stock option activity for the six months ended December 31, 2007 is as
follows:





Shares
      Under Option
            
            
            Weighted
      Average Exercise Price
            
            
            Weighted
      Average Remaining Contractual LifeOutstanding
      at July 1, 2007
            
            
            2,748,127
            
            
            $
            3.00
            
            
            3.89
      yearsGranted
            
            
            -
            
            
            
            -
            
            
            
            -Exercised
            
            
            -
            
            
            
            -
            
            
            
            -Expired
            
            
            -
            
            
            
            -
            
            
            
            -Outstanding
      at December 31, 2007
            
            
            2,748,127
            
            
            $
            3.00
            
            
            3.34 yearsExercisable
      at December 31, 2007
            
            
            2,748,127
            
            
            $
            3.00
            
            
            3.34 years





6.  COMMITMENTS
AND CONTINGENCIES





LITIGATION:





Financing
Agreement Suit - U.S. District Court Case:





In
connection with a financing obtained in October 2000, the Company 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, New York City, New York.





In this
litigation, Harvest Court, LLC 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.





On
January 28, 2008, United States District Court for the Southern District of New
York, New York City, New York issued an opinion regarding motions for summary
judgment filed by both parties involved in the law suit.  The
Court granted Harvest Court’s motion for summary judgment and denied the
motions for summary judgment filed by certain officers of the Company in respect
to certain counts and granted the motion for summary judgment in respect to
another count.





At this
time, the Company and its attorneys are reviewing the opinion, considering its
options, and most likely, planning an appeal.  The effect of this
ruling has no immediate material financial impact on the Company;
however, it is possible that the ultimate outcome of this matter
could result in a material adverse impact on the
Company's financial position, results of operations and/or cash flows.




Financing Agreement Suit - State Court
Case




In May
2001, Harvest Court, LLC filed suit against the Company in the Supreme Court of
the State of New York, County of New York. The suit alleges 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.





F -
11
 Table of Contents





VYTA
CORP AND SUBSIDIARIES


Notes to
Condensed Consolidated Financial Statements


Six
Months Ended December 31, 2007 and 2006


(Unaudited)




The
Company intends to vigorously prosecute this case and does not believe the
outcome of this case 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 this case.





F -
12
 Table of Contents





Item 2.  Management’sDiscussion and
Analysis





Certain
statements contained in this Form 10-QSB contain “forward-looking statements”
within the meaning of the Private Securities Litigation Reform Act of 1995 and
involve risks and uncertainties that could cause actual results to differ
materially from the results, financial or otherwise, or other expectations
described in such forward-looking statements.  Any forward-looking
statement or statements speak only as of the date on which such statements were
made, and the Company undertakes no obligation to update any forward-looking
statement to reflect events or circumstances after the date on which such
statements are made or reflect the occurrence of unanticipated
events.  Therefore, forward-looking statements should not be relied
upon as prediction of actual future results.





The
independent registered public accounting firm’s report on the Company’s
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 the Company’s 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
1 to the unaudited quarterly financial statements.





Plan
of Operations





At
December 31, 2007, we had cash, on hand, of $33,159.  We intend to use
our cash funds to continue to support operations.  We intend to
continue to develop the business opportunity presented by our equity investee,
BioAgra and the AgriStim product.  The development of the business
opportunity includes continued marketing efforts and product testing over the
next twelve months.





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





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 six months ended December 31, 2007 and 2006, we did not have any revenues
from operations.





General and administrative
expenses during the six months ended December 31, 2007 were $318,957 compared to
$546,766 for the six months ended December 31, 2006 ($173,209 and $271,352 for
the three months ended December 31, 2007 and 2006, respectively).  The
decrease of $227,809 is mainly attributable to a decrease of  $115,620
in consulting expenses and a $10,272 decrease in payroll expenses.





During
the six months ended December 31, 2007, we recognized a net loss of
$822,307 compared to a net loss of $1,086,895 during the six months ended
December 31, 2006 ($295,734 and $543,923 during the three months ended December
31, 2007 and 2006, respectively).  The $264,588 decrease is primarily
a result of the $164,234 gain on the sale of the investment in EPT and the
$277,809 decrease in general and administrative expenses, discussed above, and
offset by the $127,453 increase in equity losses of unconsolidated
investees.





We
recorded a net loss applicable to common shareholders of $841,211 during the six
months ended December 31, 2007, compared to $1,086,895 during the six
months ended December 31, 2006 ($305,186 and $543,923 for the three months
ended December 31, 2007 and 2006, respectively).  The decrease of
$245,684 was a result of the decrease in general and administrative expenses of
$227,809 and the gain on the sale of the investment in EPT of $164,234, offset
by the $18,904 increase in the accumulated dividends recognized in connection
with the outstanding Series A Preferred Stock.





1
 Table of Contents





Liquidity
and Financial Condition





Net cash
used in operating activities during the six months ended December 31, 2007 was
$359,502, compared to net cash used in operating activities during the six
months ended December 31, 2006 of $238,803.  During the six months
ended December 31, 2007, the net cash used represented a net loss of $822,307,
adjusted for certain non-cash items consisting of depreciation expense of
$2,306, equity in losses of unconsolidated investees of $667,594, and a gain on
the sale of our investment in unconsolidated investee (EPT) of
$164,234.





During
the six months ended December 31, 2006, the net cash used represented a net loss
of $1,086,895, adjusted for certain non-cash items consisting of the
amortization and depreciation expense of $237,105 and equity in losses of
unconsolidated investees of $540,141.





During
the six months ended December 31, 2007, we raised $579,500 cash through the sale
of 3,863,333 shares of restricted common stock.





During
the six months ended December 31, 2006, we received $476,000 cash, which was a
prepayment on a series of preferred stock, which was issued in March
2007.





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 over the period 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
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 $1,478,584, which represents the
excess of the BioAgra losses recognized by the Company over the adjusted basis
of the Company’s equity investment in BioAgra remaining at June 30,
2007.





During
the year ended June 30, 2007, the Company advanced an additional $1,182,784 to
BioAgra.  In October 2007, the Company executed a second, 7.5%
promissory note for $1,182,784 with BioAgra with the same terms as the note
above, but the note did not provide for scheduled payments.  The
Company has 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, the Company made a decision
to impair 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 operational efforts of BioAgra.   The
Company also considered the fair value of BioAgra’s assets and liabilities in
making the decision. As a result of this decision, the Company recorded an
impairment charge of $1,198,000 in the fourth quarter ended June 30,
2007.





During
the six months ended December 31, 2007, the Company has advanced an additional
$541,600 to BioAgra under the same terms as the promissory note, described
above.





On
December 27, 2007, the Company executed a Share Purchase Agreement with TagStar,
GmbH, the holder of the 51% equity interest in EPT to sell the Company’s 49%
equity interest to TagStar for cash of $250,000.  The Company received
the funds on January 2, 2008.  At December 27, 2007, the Company’s
investment in EPT was $217,649.  The Company recorded a gain of
$164,234 on the sale (which includes a $131,883 reduction to other
comprehensive income related to the EPT cumulative translation adjustment) of
EPT.





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.  The agreement was not
renewed.  However, 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.





2
 Table of Contents





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
155, Accounting for Certain Hybrid Financial Instruments. SFAS 155 allows
financial instruments that contain an embedded derivative and that otherwise
would require bifunction to be accounted for as a whole on a fair value basis,
at the holder’s election. The Company adopted SFAS NO. 155 on July 1, 2007. The
adoption of SFAS 155 did not 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. We adopted this statement effective for our
fiscal year beginning July 1 2007. We have described the impact of adopting FIN
48 in our condensed consolidated financial statements in Note 1, Recently Issued
Accounting Pronouncements.





In
December 2007, the FASB issued SFAS No. 141 (Revised 2007), Business Combinations,
(“SFAS”) No. 141R. SFAS No. 141R will change the accounting for business
combinations. Under SFAS No. 141R, an acquiring entity will be required to
recognize all the assets acquired and liabilities assumed in a transaction at
the acquisition-date fair value with limited exceptions. SFAS No. 141R will
change the accounting treatment and disclosure for certain specific items in a
business combination. SFAS No. 141R applies prospectively to business
combinations for which the acquisition date is on or after the beginning of the
first annual reporting period beginning on or after December 15, 2008.
Accordingly, any business combinations we engage in will be recorded and
disclosed following existing GAAP until July 1, 2009. The Company expects SFAS
No. 141R will have an impact on accounting for business combinations
once adopted, but the effect is dependent upon acquisitions at that
time.




In
December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in
Consolidated Financial Statements—An Amendment of ARB No. 51, or SFAS No.
160. SFAS No. 160 establishes new accounting and reporting standards for
the noncontrolling interest in a subsidiary and for the deconsolidation of a
subsidiary. SFAS No. 160 is effective for fiscal years beginning on or after
December 15, 2008. The Company believes that SFAS 160 will not have a
material impact on the Company’s financial position or results of
operations.





Item 3.CONTROLS AND PROCEDURES





As  of  the
end of the period covered by this Quarterly Report on Form 10-QSB, the Company
carried out an evaluation, under the supervision and with the participation of
the Company's President and Chief Financial Officer, of the effectiveness of the
design and operation of the Company's disclosure controls and procedures (as
such term is defined in Rules 13a-14(c) and 15d-14(c) under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"). Based upon such
evaluation, such officers have concluded that the Company's disclosure controls
and procedures are effective as of the end of the period covered by this
quarterly report on Form 10-QSB in alerting them, on a timely basis, to material
information relating to the Company required to be included in the Company's
periodic SEC filings and to ensure that information required to be disclosed in
the Company's periodic SEC filings is accumulated and communicated to the
Company's management, including its President and Chief Financial Officer, to
allow timely decisions regarding required disclosure.





3
 Table of Contents





There was
no change to the Company’s internal controls over financial reporting during the
fiscal quarter ended December 31, 2007 that has materially affected, or is
reasonably likely to materially affect, the Company's internal controls over
financial reporting.








PART
II – OTHER INFORMATION





Item 1. LegalProceedings





In
connection with a financing obtained in October 2000, the Company 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,  New  York  City,  New  York.





In this
litigation, Harvest Court, LLC 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.





On
January 28, 2008, United States District Court for the Southern District of New
York, New York City, New York issued an opinion regarding motions for summary
judgment filed by both parties involved in the law suit.  The Court
granted Harvest Court’s motion for summary judgment and denied the motions for
summary judgment filed by certain officers of the Company in respect to certain
counts and granted the motion for summary judgment in respect to another
count.





At this
time, the Company and its attorneys are reviewing the opinion, considering its
options, and most likely, planning an appeal.  The effect of this
ruling has no immediate material financial impact on the Company; however,
it is possible that the ultimate outcome of this matter could result
in a material adverse impact on the Company's financial position, results
of operations and/or cash flows.





Item
2. Unregistered Sales of Equity
Securities and Use of Proceeds





The
Company made the following unregistered sales of its securities from October 1,
2007 to December 31, 2007.





DATE OF
              SALE
            
            TITLE OF SECURITIES
            
            NO. OF
              SHARES
            
            CONSIDERATION
            
            CLASS OF PURCHASER10/11/07
            
            Common
      Stock
            
            600,000
            
            $
            90,000
            
            Affiliate11/23/07
            
            Common
      Stock
            
            200,000
            
            $
            30,000
            
            Affiliate11/26/07
            
            Common
      Stock
            
            600,000
            
            $
            90,000
            
            Affiliate12/3/07
            
            Common
      Stock
            
            600,000
            
            $
            90,000
            
            Affiliate12/28/07
            
            Common
      Stock
            
            333,333
            
            $
            50,000
            
            Affiliate





Exemption
From Registration Claimed





All of
the sales by the Company of its unregistered securities were made by the Company
in reliance upon Section 4(2) of the Act.  The affiliate listed above
that purchased the unregistered securities was known to the Company and its
management, through pre-existing business relationships.  The
purchaser was provided access to all material information, which they requested,
and all information necessary to verify such information and was afforded access
to management of the Company 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 the
Company. 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.





4
 Table of Contents





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








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





Exhibit 10.11
            Share
      Purchase Agreement by and between Vyta Corp and Tagstar, GmbH, dated
      December 27, 2007Exhibit 31.1
            Certification
      of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley
      ActExhibit 32.1
            Certification
      of Principal Executive Officer pursuant to Section 906 of the
      Sarbanes-Oxley Act





5
 Table of Contents





SIGNATURES





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





VYTA
      CORP(Registrant)Date:  February
      14, 2008
            /s/ Paul H. MetzingerPaul
      H. Metzinger,President
      & CEO & Principal Accounting Officer(Principle
      Executive Officer)






6