UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                -----------------
                                    FORM 10Q
                                -----------------

(Mark One)

[ X ]QUARTERLY  REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE ACT
     OF 1934

                For the quarterly period ended September 30, 2008

[   ]TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

                        For the transition period from __________ to ___________


                           Commission file number :  33-19598-D


                                    VYTA CORP
             -------------------------------------------------------
             (Exact name of registrant as specified in its charter)

            NEVADA                                          84-0992908
----------------------------------                       ------------------
      (State of Incorporation)                        (IRS Employer ID Number)


              370 17TH STREET, SUITE 3640, DENVER, COLORADO 80202
              ---------------------------------------------------
                    (Address of principal executive offices)

                                  303-592-1010
                      ------------------------------------
                         (Registrant's Telephone number)

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 past 12 months (or for such shorter  period that the registrant was required
to file such reports),  and (2) has been subject to the filing  requirements for
the past 90 days.

                     Yes [X]     No [  ]

Indicate by check mark whether the  registrant is a large  accelerated  file, an
accelerated filer, a non-accelerated  filer, or a smaller reporting company. See
the definitions of "large accelerated  filer,"  "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer [  ]               Accelerated filer [  ]
Non-accelerated filer   [  ]               Smaller reporting company [X]
(Do not check if a
smaller reporting company)

<PAGE>

Indicate by check mark whether the  registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).

                    Yes [ ]     No [ X ]

Indicate  the number of share  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date.

As of November 18, 2008, there were 44,763,178 shares of the registrant's common
stock issued and outstanding.




<PAGE>
<TABLE>
<CAPTION>
<S>     <C>                                                                               <C>
PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements                                                             PAGE
                                                                                          ----

         Condensed Consolidated Balance Sheets - September 30, 2008 (Unaudited)
                   and June 30, 2008                                                       F-1

         Condensed Consolidated Statements of Operations (Unaudited) -
                  Three months ended September 30, 2008 and 2007                           F-2

         Condensed Consolidated Statements of Comprehensive Loss (Unaudited) -
                  Three months ended September 30, 2008 and 2007                           F-3

         Condensed Consolidated Statement of Changes in Shareholders' Equity
                  Deficiency (Unaudited) - September 30, 2008                              F-4

         Condensed Consolidated Statements of Cash Flows (Unaudited) -
                  Three months ended September 30, 2008 and 2007                           F-5

         Notes to Condensed Consolidated Financial Statements (Unaudited)                  F-6

Item 2.  Management's Discussion and Analysis of Financial Condition
                  and Results of Operations                                                 1

Item 3.  Quantitative and Qualitative Disclosures About Market Risk - NOT APPLICABLE        3

Item 4.  Controls and Procedures                                                            3

Item 4T. Controls and Procedures                                                            4

PART II - OTHER INFORMATION

Item 1.  Legal Proceedings -NOT APPLICABLE                                                  5

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds                        5

Item 3.  Defaults Upon Senior Securities - NOT APPLICABLE                                   6

Item 4.  Submission of Matters to a Vote of Security Holders - NOT APPLICABLE               6

Item 5.  Other Information - NOT APPLICABLE                                                 6

Item 6.  Exhibits                                                                           6

SIGNATURES                                                                                  7
</TABLE>



<PAGE>

                                     PART I

ITEM 1. FINANCIAL STATEMENTS

<PAGE>
<TABLE>
<CAPTION>
                                                    VYTA CORP AND SUBSIDIARIES
                                               Condensed Consolidated Balance Sheets

                                                                                          September 30,                June 30,
                                                                                               2008                      2008
                                                                                          -------------             -------------
                                                                                           (Unaudited)

                                                              ASSETS
Current assets:
<S>                                                                                       <C>                      <C>
  Cash and cash equivalents                                                               $      32,925            $       54,550
  Prepaid expenses and other                                                                     11,225                     1,096
                                                                                          -------------            --------------
    Total current assets                                                                         44,150                    55,646
                                                                                          -------------            --------------

Property and equipment:
  Office equipment and furniture                                                                 67,107                    67,107
  Less accumulated depreciation                                                                 (66,527)                  (66,282)
                                                                                           ------------            --------------
                                                                                                    580                       825
                                                                                           ------------            --------------

Other assets:
  Deposit                                                                                        19,272                    19,272
                                                                                           ------------            --------------

       Total assets                                                                       $      64,002            $       75,743
                                                                                          =============            ==============

                                          LIABILITIES AND SHAREHOLDERS' EQUITY DEFICIENCY

Current liabilities:
  Accounts payable                                                                        $     131,314            $      135,305
  Advances payable, related parties (Note 4)                                                     36,907                    39,500
  Advance payable (Note 4)                                                                      100,000                         -
  Accrued expenses                                                                               42,640                    31,385
  Obligation to unconsolidated investee (Notes 2 and 3)                                         341,631                   173,153
                                                                                          -------------            --------------
    Total liabilities  (all current)                                                            652,492                   379,343
                                                                                          -------------            --------------

Commitments and contingencies (Note 6)

Shareholders' equity deficiency (Note 5):
  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 $563,343 and $553,260, as
     of September 30, 2008 and June 30, 2008, respectively                                      563,342                   553,260
  Common stock; $0.0001 par value; 200,000,000 shares
     authorized; 44,763,178 and 37,518,178 shares issued
     and outstanding as of September 30, 2008 and
     June 30, 2008, respectively                                                                  4,476                     3,752
  Additional paid-in capital                                                                 31,706,604                31,567,860
  Accumulated deficit                                                                       (32,862,912)              (32,428,472)
                                                                                          -------------            --------------
      Total shareholders' equity deficiency                                                 (   588,490)              (   303,600)
                                                                                          -------------            --------------

        Total liabilities and shareholders'
          equity deficiency                                                               $      64,002            $       75,743
                                                                                          =============            ==============
</TABLE>

See notes to the condensed consolidated financial statements.


                                       F-1
<PAGE>
<TABLE>
<CAPTION>


                           VYTA CORP AND SUBSIDIARIES
                 Condensed Consolidated Statements of Operations
                 Three Months Ended September 30, 2008 and 2007
                                   (Unaudited)


                                                                   2008                 2007
                                                             -------------        --------------
<S>                                                          <C>                  <C>

General and administrative expense                           $  (  180,780)       $  (  145,748)
                                                             -------------        --------------

Loss from operations                                            (  180,780)          (  145,748)
                                                             -------------        --------------

Other income (expense):
  Equity losses of unconsolidated
   investees (Note 3)                                           (  253,660)          (  380,825)
                                                             -------------        --------------

Net loss                                                        (  434,440)          (  526,573)
                                                             -------------        --------------

Dividends on Series A
  preferred stock (Note 5)                                      (   10,082)          (    9,452)
                                                             -------------        --------------

Net loss applicable to common
  shareholders                                               $  (  444,522)       $  (  536,025)
                                                             =============        ==============


Net loss per common share, basic and
  diluted (Note 1)                                           $  (     0.01)       $   (    0.02)
                                                             =============        ==============

Weighted average number of common
  shares outstanding (Note 1)                                   43,201,548           32,060,062
                                                             =============        ==============
</TABLE>


         See notes to the condensed consolidated financial statements.




                                       F-2


<PAGE>
<TABLE>
<CAPTION>

                           VYTA CORP AND SUBSIDIARIES
             Condensed Consolidated Statements of Comprehensive Loss
                 Three Months Ended September 30, 2008 and 2007
                                   (Unaudited)

                                                              2008                  2007
                                                          ------------          -----------

<S>                                                       <C>                  <C>
Net loss                                                  $(  434,440)         $(   526,573)

Change in foreign currency
  translation                                                       -                 9,244
                                                          ------------          -----------


Comprehensive loss                                        $(  434,440)         $(   517,329)
                                                          ===========           ===========

</TABLE>

  See notes to the condensed consolidated financial statements.

























                                       F-3

<PAGE>
<TABLE>
<CAPTION>


                                                     VYTA CORP AND SUBSIDIARIES
                           Condensed Consolidated Statement of Changes in Shareholders' Equity Deficiency
                                                Three Months Ended September 30, 2008
                                                             (Unaudited)


                                                                                                                          TOTAL
                                PREFERRED STOCK             COMMON STOCK            ADDITIONAL                         SHAREHOLDERS'
                            ----------------------     -----------------------       PAID IN                              EQUITY
                             SHARES       DOLLARS        SHARES       DOLLARS        CAPITAL           DEFICIT          DEFICIENCY
                            --------    ----------     ----------    ---------    --------------     -------------    --------------

<S>                         <C>         <C>            <C>           <C>          <C>                <C>              <C>
Balances, July 1, 2008      500,000     $ 553,260      37,518,178    $   3,752    $  31,567,860      $(32,428,472)    $(   303,600)

Common stock issued for
  cash                            -             -       1,095,000          109          131,891                 -          132,000

Common stock issued for
  services                        -             -         150,000           15           17,535                 -           17,550

Common stock issued in
  exchange for
  cancellation of
  warrants, related
  party                           -             -       6,000,000          600             (600)                -                -

Net loss                          -             -               -            -                -       (   434,440)      (  434,440)

Accumulated dividends on
  Series A preferred
  stock                           -        10,082               -            -      (    10,082)                -                -
                            --------    ----------     ----------    ---------    --------------     -------------    --------------
Balances,
  September 30, 2008        500,000     $ 563,342      44,763,178    $   4,476    $  31,706,604      $(32,862,912)    $ (  588,490)
                            ========    ==========     ==========    =========    ==============     =============    ==============
</TABLE>


  See notes to the condensed consolidated financial statements.




                                       F-4
<PAGE>
<TABLE>
<CAPTION>


                                                   VYTA CORP AND SUBSIDIARIES
                                         Condensed Consolidated Statements of Cash Flows
                                     For the Three Months Ended September 30, 2008 and 2007
                                                           (Unaudited)

                                                                                                   2008                  2007
                                                                                             -------------         --------------
Cash flows from operating activities:
<S>                                                                                          <C>                   <C>
 Net loss                                                                                    $ (  434,440)         $(   526,573)
                                                                                             -------------         --------------
 Adjustments to reconcile net loss to net cash used
  in operating activities:
  Depreciation expense                                                                                245                 1,153
  Common stock issued for services                                                                 17,550                     -
  Equity in net losses of unconsolidated investees                                                253,660               380,825
  Changes in operating assets and liabilities:
   (Increase) decrease in prepaid expenses                                                        (10,129)                  653
   Increase (decrease) in accounts payable and accrued expenses                                     7,264            (   17,174)
                                                                                             -------------         --------------
 Total adjustments                                                                                268,590               365,457
                                                                                             -------------         --------------

    Net cash used in operating activities                                                     (   165,850)           (  161,116)
                                                                                             -------------         --------------

Cash flows from investing activities:
  Increase in notes and advances receivable,
   unconsolidated investee                                                                    (    85,182)          (   294,031)
                                                                                             -------------         --------------
    Net cash used in investing activities                                                     (    85,182)          (   294,031)
                                                                                             -------------         --------------

Cash flows from financing activities:
  Common stock issued for cash                                                                    132,000               229,500
  Proceeds from advance payable                                                                   110,907                     -
  Payment of advance                                                                          (    13,500)                    -
                                                                                             -------------         --------------
    Net cash provided by financing activities                                                     229,407               229,500
                                                                                             -------------         --------------

Net decrease in cash and cash equivalents                                                       (  21,625)           (  225,647)

Cash and cash equivalents, beginning                                                               54,550               354,702
                                                                                             -------------         --------------

Cash and cash equivalents, ending                                                            $     32,925          $    129,055
                                                                                             =============         ==============
</TABLE>





See notes to the condensed consolidated financial statements.


                                       F-5


<PAGE>

                           VYTA CORP AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                 THREE MONTHS ENDED SEPTEMBER 30, 2008 AND 2007
                                   (Unaudited)

1.  BASIS  OF  PRESENTATION,   MANAGEMENT'S  PLAN  AND  SUMMARY  OF  SIGNIFICANT
ACCOUNTING POLICIES:

BASIS OF PRESENTATION:

Presentation of Interim Information:

The accompanying  unaudited condensed  consolidated financial statements include
the accounts of Vyta Corp, a Nevada corporation,  its wholly-owned subsidiaries,
NanoPierce   Connection   Systems,   Inc.,  a  Nevada  corporation  (NCOS),  and
ExypnoTech,  LLC (ET LLC), a Colorado limited  liability  company  (collectively
referred  to as the  "Company").  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).

On September 15, 2008, the Company filed collection and foreclosure  proceedings
against  BioAgra in connection with the secured  promissory  notes it holds from
BioAgra (Notes 2 and 3). On October 31, 2008, the Company acquired the remaining
50%  equity  interest  in  BioAgra  and as a result  owns 100% of the  equity in
BioAgra  (Note 7).  Subsequently,  the Company  has  voluntarily  dismissed  the
collection and foreclosure proceedings.

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-Q, and do not contain certain  information  included in the Company's
Annual  Report on Form 10-KSB for the fiscal year ended June 30, 2008. It is the
Company's  opinion  that  when  the  interim  financial  statements  are read in
conjunction with the June 30, 2008 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,
2008, 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 three months ended September 30, 2008 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  $434,440  and a net loss  applicable  to common
shareholders  of $444,522 for the three months ended  September 30, 2008, and an
accumulated deficit of $32,862,912 as of September 30, 2008. The Company has not
recognized any revenues from its business operations.

                                      F-6
<PAGE>

                           VYTA CORP AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                 THREE MONTHS ENDED SEPTEMBER 30, 2008 AND 2007
                                   (Unaudited)

During the 2009 fiscal  year,  the Company has  continued  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.

In  addition,  the  United  States is  experiencing  severe  instability  in the
commercial  and investment  banking  systems which is likely to continue to have
far-reaching   effects  on  the   economic   activity  in  the  country  for  an
indeterminable period. The long-term impact on the United States economy and the
Company's operating  activities and ability to raise capital cannot be predicted
at this time, but may be substantial.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

STOCK-BASED COMPENSATION:

The  Company  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 did not grant any options  during the three  months  ended
September 30, 2008 and 2007.

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
(5,754,844  shares at September 30, 2008 and 14,859,844  shares at September 30,
2007) 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  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

                                      F-7
<PAGE>

                           VYTA CORP AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                 THREE MONTHS ENDED SEPTEMBER 30, 2008 AND 2007
                                   (Unaudited)

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's
management  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.  Management  believes  that SFAS 160 will not have a material
impact on the Company's financial position or results of operations.

In March 2008, the FASB issued Statement No. 161,  "DISCLOSURES ABOUT DERIVATIVE
INSTRUMENTS  AND HEDGING  ACTIVITIES--AN  AMENDMENT OF FASB  STATEMENT  NO. 133"
(SFAS 161). The Statement  requires  companies to provide  enhanced  disclosures
regarding derivative  instruments and hedging activities.  It requires companies
to better convey the purpose of  derivative  use in terms of the risks that such
company is intending to manage. Disclosures about (a) how and why an entity uses
derivative instruments,  (b) how derivative instruments and related hedged items
are  accounted for under SFAS No. 133 and its related  interpretations,  and (c)
how derivative instruments and related hedged items affect a company's financial
position,  financial  performance,  and cash flows are required.  This Statement
retains  the same scope as SFAS No. 133 and is  effective  for fiscal  years and
interim  periods  beginning  after November 15, 2008, or January 1, 2009 for the
Company. The Company does not expect the adoption of SFAS 161 to have a material
effect on its results of operations and financial condition.

In May 2008, the FASB issued FASB Staff Position (FSP) No. APB 14-1  "ACCOUNTING
FOR  CONVERTIBLE  DEBT  INSTRUMENTS  THAT MAY BE SETTLED IN CASH UPON CONVERSION
(INCLUDING  PARTIAL CASH  SETTLEMENT)" (FSP APB 14-1). FSP APB 14-1 requires the
issuer of certain  convertible  debt instruments that may be settled in cash (or
other assets) on conversion to separately  account for the liability  (debt) and
equity  (conversion  option)  components  of the  instrument  in a  manner  that
reflects the  issuer's  non-convertible  debt  borrowing  rate.  FSP APB 14-1 is
effective for fiscal years  beginning  after  December 15, 2008 on a retroactive
basis and will be adopted by the  Company  in the first  quarter of fiscal  year
2009.  The  Company  does  not  expect  the  adoption  of FSP APB 14-1 to have a
material effect on its results of operations and financial condition.

2.   NOTES AND ADVANCES RECEIVABLE - UNCONSOLIDATED INVESTEE:

Through June 30, 2008, the Company loaned $3,790,591 to BioAgra through a series
of  secured,  7.5%  promissory  notes,  some of which were due at various  dates
through  October 31, 2006 and some did not provide for scheduled  payments.  The
funds were loaned to facilitate  BioAgra's  completion  of its first  production
line and to support  operations.  The promissory notes are collateralized by all
BioAgra assets. Additionally,  the promissory notes are to be paid in full prior
to any distributions being made to the members of the joint venture.

On July 14, 2008,  BioAgra  executed a fourth 7.5% promissory note for $195,164,
with  BioAgra  with the same terms as above,  but the note did not  provide  for
scheduled  payments.  During the three months  ended  September  30,  2008,  the
Company advanced an additional $85,182 in funds to BioAgra.

                                      F-8
<PAGE>

                           VYTA CORP AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                 THREE MONTHS ENDED SEPTEMBER 30, 2008 AND 2007
                                   (Unaudited)

The Company is not  accruing  interest on these  notes  receivable,  as they are
currently in default and non-performing.

The  notes  and  advances  receivable  were  reduced  to $0 at June 30,  2008 by
applying  the  losses of BioAgra  (Note 3).  The losses of BioAgra  for the year
ended  June 30,  2008  were in  excess  of the  carrying  value of the  notes by
$173,153.  This amount was booked as an Obligation to unconsolidated investee in
the accompanying condensed consolidated balance sheet. The losses of BioAgra for
the three months ended  September 30, 2008 were $253,660.  Of this total $85,182
was  recorded  against  advances  receivable  and  $168,478  was  recorded as an
increase to the Obligation to unconsolidated investee.

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  recorded a gain of $164,234 in  connection  with the sale of the equity
interest in EPT.

During the three months ended  September 30, 2007,  EPT  recognized  revenues of
$828,632 and  expenses of $856,590  for a net loss of $27,958.  During the three
months ended September 30, 2007, the Company's proportionate loss was $13,670.

INVESTMENT IN BIOAGRA

Prior to October 31,  2008,  the Company had 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  June  30,  2008,   BioAgra  (a  development  stage  company)  has  completed
construction  of a production  line;  however BioAgra has not yet recognized any
significant  revenues from product sales. At each reporting  period,  management
makes an  assessment  to determine  if the  investment  in BioAgra  represents a
variable interest entity subject to  consolidation.  Through September 30, 2008,
management has determined that BioAgra was not subject to consolidation.

On September 15, 2008, the Company filed collection and foreclosure  proceedings
against BioAgra in the City and County Court of Denver, Colorado. The collection
and  foreclosure  proceedings  are  directly  related to  principal  and accrued
interest of approximately $4,001,769 in loans advanced to BioAgra, including the
$3,963,982  loaned  through  a  series  of  secured  promissory  notes,  and  an
additional  $37,788 for open advances not represented by a promissory note. As a
result  of the  Company's  acquisition  of the 50%  equity  ownership  of Justin
Holdings,  Inc.  the  Company  has  voluntarily  dismissed  the  collection  and
foreclosure proceedings (Note 7).

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  September  30, 2008,  the carrying  value of the Company's
investment  in  BioAgra  was $0.  BioAgra  losses  for the  three  months  ended

                                      F-9
<PAGE>

                           VYTA CORP AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                 THREE MONTHS ENDED SEPTEMBER 30, 2008 AND 2007
                                   (Unaudited)

September 30, 2008 and 2007 were $253,660 and $367,155, respectively.  Losses of
$85,182  and  $367,155,  respectively,  were  applied to reduce the value of the
notes receivable from BioAgra (Note 2).

Financial  information  of BioAgra as of  September  30,  2008 and for the three
months ended September 30, 2008 and 2007, is as follows:

                                                           SEPTEMBER 30, 2008
                                                          --------------------
Assets:
   Current assets                                         $            117,468
   Land, building and equipment, net(2)                              1,123,231
                                                          --------------------
Total assets                                              $          1,240,699
                                                          ====================

Liabilities and members' deficiency:
   Current liabilities(1)                                 $          4,590,394
   Obligation under capital lease(2)                                   896,430
                                                          --------------------
Total liabilities                                                    5,486,824

Members' deficiency                                       (          4,246,125)
                                                          --------------------
Total liabilities and members'                            $          1,240,699
   deficiency                                             ====================

         (1) Includes $4,322,266 owed to the Company. The Company has classified
this amount as a notes receivable in 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.  The notes and advances receivable on the Company's
balance sheet were reduced to $0 at September 30, 2008 by applying the losses of
BioAgra.

         (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.

                           THREE MONTHS ENDED        THREE MONTHS ENDED
                           SEPTEMBER 30, 2008        SEPTEMBER 30, 2007
                           ------------------        -------------------
Revenues                   $          12,006         $           20,327

Expenses                            (265,666)                  (387,482)
                           ------------------        -------------------
Net loss                   $        (253,660)        $         (367,155)
                           ==================        ===================

4. ADVANCES PAYABLES:

RELATED PARTIES

At September  30, 2008,  the Company owes its majority  shareholder  $32,000 for
advances.  This amount is unsecured,  non-interest bearing and is due on demand.
During the year ended June 30, 2008, the majority  shareholder advanced $39,500.
During the three  months ended  September  30,  2008,  the majority  shareholder
advanced an additional  $6,000 and the Company made payments of $13,500  against
the advances payable.

                                      F-10
<PAGE>

                           VYTA CORP AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                 THREE MONTHS ENDED SEPTEMBER 30, 2008 AND 2007
                                   (Unaudited)

At September 30, 2008, the Company owes Mr.  Metzinger,  an officer and director
of the Company,  $4,907 for  advances.  This amount is  unsecured,  non-interest
bearing and is due on demand.

UNRELATED THIRD PARTY

On September 9, 2008, an unrelated third party advanced the Company $100,000 for
operations. This amount is unsecured, non-interest bearing and is due on demand

5. SHAREHOLDERS' EQUITY DEFICIENCY:

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),  the
majority  shareholder  of the  Company.  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 2017 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 September 30, 2008, were $63,342,
($10,082 and $9,452  during the three months ended  September 30, 2008 and 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:

2008 FISCAL YEAR

Between July 1, 2008 and September 30, 2008,  the Company issued an aggregate of
1,095,000  shares of its  restricted  common stock for $132,000 cash. The shares
were sold for prices  that range  from $0.09 to $0.15 per share  (based  upon an
approximate  55%  discount  from the closing  market  price at the time of sale,
ranging from $0.06 to $0.17 per share on the dates of the transactions).

On August 22, 2008,  the Company  issued an  aggregate of 150,000  shares of its
restricted  common stock as payment for services worth $17,550.  The shares were
issued for $0.117 per share, the closing market at the time of issuance.

On July 15, 2008, the Company issued 6,000,000  shares of its restricted  common
stock  upon the  return of  warrants  exercisable  for  9,000,000  shares by its
majority  shareholder.  The warrants,  one exercisable  for 6,000,000  shares of
common stock and the second  exercisable for 3,000,000  shares were cancelled by
the Company.

                                      F-11
<PAGE>
                           VYTA CORP AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                 THREE MONTHS ENDED SEPTEMBER 30, 2008 AND 2007
                                   (Unaudited)


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, 2008 and September 30, 2008 are fully-vested and
exercisable.  The aggregate intrinsic value of outstanding  fully-vested options
as of September 30, 2008 was approximately $155.

The Company did not grant any options  during the three months  ended  September
30, 2008 and 2007.

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.

A summary of the stock option  activity for the three months ended September 30,
2008 is as follows:

                                                                 Weighted
                                                    Weighted      Average
                                                    Average      Remaining
                                     Shares Under   Exercise    Contractual
                                        Option       Price         Life
                                     ------------  ---------    -----------
Outstanding at July 1, 2008            2,643,127     $  3.00     2.86 years
  Granted                                      -           -              -
  Exercised                                    -           -              -
  Expired                                      -           -              -
                                     -----------   ---------    -----------
Outstanding at September 30, 2008      2,643,127     $  3.00     2.62 years
                                     ===========   =========    ===========

Exercisable at September 30, 2008      2,643,127     $  3.00     2.62 years
                                     ===========   =========    ===========

6.  COMMITMENTS AND CONTINGENCIES

FINANCING AGREEMENT SUIT:

The Company is a plaintiff and counter-claim  defendant in a suit pending in the
United  States  District  Court  for the  Southern  District  of New  York  (the
"District Court").  In this suit, the Company filed claims for securities fraud,
common-law fraud, and breach of contract against the defendants.  One defendant,
Harvest Court, LLC ("Harvest Court"),  has counterclaimed for alleged violations
of the  federal  securities  laws.  In January  2008 the Court  granted  summary
judgment against the Company on all of its claims,  which the Company intends to
appeal  when the  judgment  becomes  final.  The Court  also  dismissed  certain
counterclaims  against the Company.  The Company  intends to  vigorously  defend
itself against the remaining claims. In a disclosure  statement filed by Harvest
Court, it set forth a damage computation of approximately $4.1 million,  as well
as other categories of damages, such as out-of-pocket,  statutory, punitive, and
other for unspecified amounts.

                                      F-12
<PAGE>
                           VYTA CORP AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                 THREE MONTHS ENDED SEPTEMBER 30, 2008 AND 2007
                                   (Unaudited)

Harvest  Court has also sued the  Company  in New York state  court (the  "State
Court") for breach of contract  relating to its failure to issue certain  shares
of stock  allegedly due under a pre-2007  financing  agreement.  The Company has
counterclaimed  in this case for fraud.  The State  Court  issued an  injunction
requiring the company to reserve and set aside a certain amount of stock,  which
the  Company has done.  The  Company  intends to  vigorously  defend  itself and
prosecute its counterclaims.

If  management  believes  that a loss arising from these matters is probable and
can reasonably be estimated,  the Company records the amount of the loss, or the
minimum  estimated  liability when the loss is estimated  using a range,  and no
point within the range is more probable than another. As additional  information
becomes available,  any potential liability related to these matters is assessed
and the  estimates  are revised,  if  necessary.  Based on  currently  available
information,  management does not believe that a loss from the matters described
above is  probable,  and  therefore  has not accrued for any  asserted  damages.
Management believes that the ultimate outcome of these matters, individually and
in the  aggregate,  will not have a  material  adverse  effect on the  Company's
financial  position  or  overall  trends  in  results  of  operations.  However,
litigation is subject to inherent uncertainties, and an unfavorable ruling could
result in a material  adverse  impact on the  financial  position and results of
operations of the period in which the outcome is determined.


7. SUBSEQUENT EVENT:

On October 31, 2008,  the Company and BioAgra  entered  into an  Agreement  with
Justin Holdings, Inc. ("Justin Holdings") and Neal Bartoletta ("Mr. Bartoletta")
to transfer the 50% equity  interest in BioAgra  held by Justin  Holdings to the
Company.

As a result of the transfer, the Company now owns 100% of the equity in BioAgra.
Prior to the  transfer of Justin  Holdings'  equity  interest  in  BioAgra,  the
Company had accounted for its interest using the equity  method.  As a result of
the transfer, BioAgra has become a wholly-owned subsidiary of the Company.

Mr.  Bartoletta  will  receive  a  monthly  payment  of  $6,000,  with  payments
commencing  on the first of the month  immediately  following  the  closing  and
continuing  for a period of sixty (60) months from the closing.  Mr.  Bartoletta
has agreed to serve as a  consultant  to BioAgra  for a period of five (5) years
from the  closing  date,  and he shall be  available  to BioAgra on an as needed
basis, for up to a maximum of ten (10) hours per week, to provide advice to, and
consult  with,  BioAgra  concerning  its  business  and  relationship  with  its
employees, contractors, vendors and customers.

Justin  Holdings  is to receive ten percent  (10%) of all profits  generated  by
BioAgra,  until a maximum  aggregate  payment to Justin Holdings of $500,000 has
been paid. The payments are to be made on an annual basis.


                                      F-13
<PAGE>
ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

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, 2008, 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.

GENERAL

At September 30, 2008,  we had cash,  on hand, of $32,925.  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.

On October 31, 2008,  the Company and BioAgra  entered  into an  Agreement  with
Justin Holdings, Inc. ("Justin Holdings") and Neal Bartoletta ("Mr. Bartoletta")
to transfer the 50% equity  interest in BioAgra  held by Justin  Holdings to the
Company. As a result of the transfer, the Company now owns 100% of the equity in
BioAgra.  As a  result  of the  transfer,  BioAgra  has  become  a  wholly-owned
subsidiary of the Company.

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 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 three months ended  September  30, 2008 and 2007, we did not have any
revenues from operations.

General and administrative  expenses during the three months ended September 30,
2008 were $180,780 compared to $145,748 for the three months ended September 30,
2007. The increase of $35,032 is mainly  attributable  to an increase of $13,265
in  consulting  expenses,  a  $7,842  increase  in legal  expenses  and a $9,765
increase in public relation expense.

During the three months ended  September  30, 2008,  we recognized a net loss of
$434,440  compared  to a net loss of  $526,573  during  the three  months  ended
September 30, 2007.  The $92,133  decrease is primarily a result of the $127,165

                                       1
<PAGE>

decrease in equity losses of unconsolidated  investees and offset by the $35,032
increase in general and administrative expenses, discussed above.

We recorded a net loss applicable to common  shareholders of $444,522 during the
three  months ended  September  30, 2008  compared to $536,025  during the three
months  ended  March 31,  2007.  The  decrease  of  $91,503  was a result of the
$127,165 decrease in equity losses of unconsolidated investees and offset by the
$630 increase in the  accumulated  dividends  recognized in connection  with the
outstanding   Series  A  Preferred   Stock  and  the  increase  in  general  and
administrative expenses of $35,032.

LIQUIDITY AND FINANCIAL CONDITION

Net cash used in operating  activities  during the three months ended  September
30, 2008 was $165,850,  compared to net cash used in operating activities during
the three months ended  September 30, 2007 of $161,116.  During the three months
ended September 30, 2008, the net cash used  represented a net loss of $434,440,
adjusted for certain non-cash items consisting of depreciation  expense of $245,
common   stock   issued  for  services  of  $17,550  and  equity  in  losses  of
unconsolidated investees of $253,660.

During the three months ended September 30, 2007, the net cash used  represented
a net loss of  $526,573,  adjusted  for certain  non-cash  items  consisting  of
depreciation expense of $1,153 and equity in losses of unconsolidated  investees
of $380,825.

During the three  months  ended  September  30, 2008,  we raised  $132,000  cash
through the sale of 1,095,000 shares of restricted common stock.

During the three months ended  September  30, 2007, we received  $229,500  cash,
through the sale of 1,530,000 shares of restricted common stock.

During the year ended June 30, 2008, the majority  shareholder advanced $39,500.
During the three  months ended  September  30,  2008,  the majority  shareholder
advanced an additional  $6,000 and the Company made payments of $13,500  against
the  advances  payable.  In  addition,  an officer  and  director of the Company
advanced $4,907 to the Company.

During the three  months ended  September  30,  2008,  an unrelated  third party
advanced $100,000.

Through June 30, 2008, the Company loaned $3,790,591 to BioAgra through a series
of  secured,  7.5%  promissory  notes,  some of which were due at various  dates
through  October 31, 2006 and some did not provide for scheduled  payments.  The
funds were loaned to facilitate  BioAgra's  completion  of its first  production
line and to support  operations.  The promissory notes are collateralized by all
BioAgra assets. Additionally,  the promissory notes are to be paid in full prior
to any distributions being made to the members of the joint venture.

On July 14, 2008,  BioAgra  executed a fourth 7.5% promissory note for $195,164,
with  BioAgra  with the same terms as above,  but the note did not  provide  for
scheduled  payments.  During the three months  ended  September  30,  2008,  the
Company advanced an additional $85,182 in funds to BioAgra.

During the 2009 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,  the  United  States is  experiencing  severe  instability  in the
commercial  and investment  banking  systems which is likely to continue to have
far-reaching   effects  on  the   economic   activity  in  the  country  for  an

                                       2
<PAGE>

indeterminable period. The long-term impact on the United States economy and the
Company's operating  activities and ability to raise capital cannot be predicted
at this time, but may be substantial.

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  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.

In March  2008,  the FASB  issued  SFAS No.  161  DISCLOSURES  ABOUT  DERIVATIVE
INSTRUMENTS AND HEDGING ACTIVITIES.  SFAS No. 161 requires additional disclosure
related to derivatives  instruments  and hedging  activities.  The provisions of
SFAS No.  161 are  effective  as of July 1, 2009 and the  Company  is  currently
evaluating the impact of adoption.

ITEM  3.  QUANTITATIVE  AND  QUALITATIVE  DISCLOSURES  ABOUT  MARKET  RISK - NOT
APPLICABLE

ITEM 4. CONTROLS AND PROCEDURES

DISCLOSURE CONTROLS AND PROCEDURES

The Company,  under the supervision and with the  participation of the Company's
management,   including  the  Company's  Chief  Executive  Officer/Acting  Chief
Financial  Officer,  performed an evaluation of the  effectiveness of the design
and operation of the Company's disclosure controls and procedures as of June 30,
2008.  Based  on that  evaluation,  the  Chief  Executive  Officer/Acting  Chief
Financial Officer  concluded that,  because of the material weakness in internal
control over  financial  reporting  described  below,  the Company's  disclosure
controls and procedures were not effective as of September 30, 2008.

                                       3
<PAGE>

ITEM 4T.  INTERNAL CONTROLS AND PROCEDURES

MANAGEMENT'S QUARTERLY REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING.

Management is responsible for  establishing  and maintaining  adequate  internal
control  over  financial  reporting,  as such term is defined in the  Securities
Exchange Act of 1934 Rule 13a-15(f).  Our Chief Executive  Officer/Acting  Chief
Financial  Officer  conducted an evaluation of the effectiveness of our internal
control over financial  reporting  based on the framework in Internal  Control -
Integrated Framework, issued by the Committee of Sponsoring Organizations of the
Treadway Commission ("COSO Framework").

Based on this  evaluation,  management has concluded  that our internal  control
over  financial  reporting  was not  effective  as of September  30,  2008.  Our
principal Chief Executive  Officer/Acting  Chief Financial  Officer concluded we
have a material  weakness in our ability to produce  financial  statements  free
from material  misstatements.  Management reported a material weakness resulting
from the combination of the following significant deficiencies:

     -    a lack of segregation of duties in accounting and financial  reporting
          activities; and

     -    a lack of a sufficient number of qualified accounting personnel; and

     -    a lack  of  documentation  and  review  of  financial  information  by
          accounting personnel with direct oversight responsibility.

Our Chief Executive Officer has also served as our Chief Financial Officer since
February 2007. We believe that the lack of a full-time Chief  Financial  Officer
has resulted in a  significant  deficiency in internal  controls over  financial
reporting due to the lack of qualified accounting personnel with sufficient time
to regularly  and  adequately  review  complex,  nonrecurring  transactions.  In
addition,  the Company  employs only one individual  that is responsible for the
processing of all recurring transactions.  While management is actively involved
in the daily activities of the Company, including the review of transactions, it
is difficult to adequately  segregate  accounting duties within the Company in a
manner to  prevent a material  weakness  in  internal  controls  over  financial
reporting.

Subsequent  to the discovery of the material  weakness in internal  control over
financial  reporting  described above and beginning in the fiscal quarter ending
September 30, 2007,  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.  While the costs of remediation  are unknown at this time, we
expect that the costs may exceed  $300,000,  which would include the hiring of a
new Chief Financial  Officer and, in the interim,  the contracting of accounting
staff and/or the consultation  with outside  resources.  Our ability to initiate
and undertake changes is confined by our financial resources.

This quarterly  report does not include an  attestation  report of the Company's
independent  registered public  accounting firm regarding  internal control over
financial  reporting.  Management's report was not subject to attestation by the
Company's  independent  registered  public accounting firm pursuant to temporary
rules of the  Securities  and  Exchange  Commission  that  permit the Company to
provide only management's report on internal control in this annual report.

                                       4
<PAGE>

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

There were no changes in internal control over financial reporting that occurred
during the last  fiscal  quarter  covered by this  report  that have  materially
affected,  or are reasonably  likely to affect,  the Company's  internal control
over financial reporting.



                           PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS - NONE.

ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The Company made the following unregistered sales of its securities from July 1,
2008 to September 30, 2008.

<TABLE>
<CAPTION>

DATE OF SALE   TITLE OF SECURITIES NO. OF SHARES    CONSIDERATION           CLASS OF PURCHASER
-------------- ------------------- ---------------- ----------------------- ------------------
<S>            <C>                 <C>              <C>                     <C>
    7/7/08     Common stock        150,000          $22,500                 Affiliate
-------------- ------------------- ---------------- ----------------------- ------------------
    7/10/08    Common stock        160,000          $24,000                 Affiliate
-------------- ------------------- ---------------- ----------------------- ------------------
    7/11/08    Common Stock        180,000          $27,500                 Affiliate
-------------- ------------------- ---------------- ----------------------- ------------------
    7/15/08    Common Stock        6,000,000        Exchange of Warrants    Affiliate
-------------- ------------------- ---------------- ----------------------- ------------------
    8/22/08    Common Stock        150,000          $17,550 Services        Business Associate
-------------- ------------------- ---------------- ----------------------- ------------------
    8/27/08    Common Stock        405,000          $40,500                 Affiliate
-------------- ------------------- ---------------- ----------------------- ------------------
    9/26/08    Common Stock        200,000          $18,000                 Affiliates

</TABLE>

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.

                                       5
<PAGE>

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-Q.  Exhibit  numbers  correspond to the numbers in the
          Exhibit Table of Item 601 of Regulation S-K.

        ------------ ---------------------------------------------------------
        Exhibit 31.1 Certification of Chief Executive Officer pursuant to
                     Section 302 of the Sarbanes-Oxley Act
        ------------ ---------------------------------------------------------
        Exhibit 32.1 Certification of Principal Executive Officer pursuant to
                     Section 906 of the Sarbanes-Oxley Act
        ------------ ---------------------------------------------------------











                                       6

<PAGE>




                                   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:  November 19, 2008        /s/ Paul H. Metzinger
                                -------------------------------------------
                                Paul H. Metzinger,
                                President & CEO &  Principal Accounting Officer
                                (Principle Executive Officer)





















                                       7