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 December 31, 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)


              1630 WELTON STREET, SUITE 300, DENVER, COLORADO 80202
                     --------------------------------------
                    (Address of principal executive offices)

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


               370 17TH STREET, SUITE 3640, DENVER, COLORADO 80202
             ------------------------------------------------------
              (Former name, former address and formal fiscal year,
                         if changed since last report.)

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)

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 February 23, 2009, there were 45,663,178 shares of the registrant's common
stock issued and outstanding.

<PAGE>
<TABLE>
<CAPTION>

PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements                                                             PAGE
                                                                                          ----
<S>      <C>                                                                              <C>
         Condensed Consolidated Balance Sheets - December 31, 2008 (Unaudited)
                   and June 30, 2008                                                       F-1

         Condensed Consolidated Statements of Operations (Unaudited) -
                  Three and six months ended December 31, 2008 and 2007                    F-3

         Condensed Consolidated  Statements of  Comprehensive  Loss (Unaudited) -
                  Three and six months ended December 31, 2008 and 2007                    F-4

         Condensed Consolidated Statement of Changes in Shareholders' Equity
                  Deficiency (Unaudited) - December 31, 2008                               F-5

         Condensed Consolidated  Statements  of  Cash  Flows  (Unaudited)  -
                  Six months ended December 31, 2008 and 2007                              F-6

         Notes to Condensed Consolidated Financial Statements (Unaudited)                  F-7

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                                              5

Item 4.  Controls and Procedures                                                            5

Item 4T. Controls and Procedures                                                            5

PART II - OTHER INFORMATION

Item 1.  Legal Proceedings -NOT APPLICABLE                                                  6

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds                        6

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

                                                                                         December 31, 2008          June 30, 2008
                                                                                           (Unaudited)
                                                                                          -------------             -------------
                                                              ASSETS

Current assets:
<S>                                                                                       <C>                       <C>
  Cash and cash equivalents                                                               $           -             $      54,550
  Inventory                                                                                     109,009                         -
  Prepaid expenses and other                                                                      6,225                     1,096
                                                                                          -------------             -------------
    Total current assets                                                                        115,234                    55,646
                                                                                          -------------             -------------

Property and equipment:
  Office equipment and furniture                                                                116,687                    67,107
  Plant and production equipment                                                                811,459                         -
  Less accumulated depreciation                                                                (637,325)                  (66,282)
                                                                                           ------------              ------------
                                                                                                290,821                       825
                                                                                           ------------              ------------

Other assets:
  Deposit                                                                                        19,272                    19,272
  Asset under capital lease, net                                                                804,254                         -
                                                                                           ------------              ------------
                                                                                                823,526                    19,272
                                                                                           ------------              ------------

       Total assets                                                                       $   1,229,581              $     75,743
                                                                                          =============              ============
</TABLE>
















                                   (Continued)


                                       F-1

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



                                                                                         December 31, 2008          June 30, 2008
                                                                                           (Unaudited)
                                                                                          -------------             -------------

                                          LIABILITIES AND SHAREHOLDERS' EQUITY DEFICIENCY

Current liabilities:
<S>                                                                                       <C>                       <C>
  Bank overdraft                                                                          $      14,041             $           -
  Accounts payable                                                                              299,541                   135,305
  Advances payable, related parties (Note 5)                                                     41,117                    39,500
  Advance payable (Note 5)                                                                      100,000                         -
  Accrued expenses                                                                              127,025                    31,385
  Short term lease obligations (Note 6)                                                          53,511                         -
  Short term consulting obligation, net of discount (Note 4)                                     37,540                         -
  Obligation to unconsolidated investee (Notes 2 and 3)                                               -                   173,153
                                                                                          -------------              ------------
    Total current liabilities                                                                   672,775                   379,343
                                                                                          -------------              ------------

Long term liabilities:
  Consulting obligation, net of discount (Note 4)                                               205,715                         -
  Long term lease obligation (Note 6)                                                           875,463                         -
                                                                                          -------------              ------------
    Total long term liabilities                                                               1,081,178                         -
                                                                                          -------------              ------------

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 $573,424 and $553,260, as
     of December 31, 2008 and June 30, 2008,respectively                                        573,424                   553,260
  Common stock; $0.0001 par value; 200,000,000 shares
     authorized; 45,663,178 and 37,518,178 shares issued
     and outstanding as of December 31, 2008 and
     June 30, 2008, respectively                                                                  4,567                     3,752
  Additional paid-in capital                                                                 32,192,995                31,567,860
  Accumulated deficit                                                                       (33,295,358)              (32,428,472)
                                                                                          -------------             -------------
      Total shareholders' equity deficiency                                                 (   524,372)              (   303,600)
                                                                                          -------------             -------------

        Total liabilities and shareholders'
          equity deficiency                                                               $   1,229,581            $       75,743
                                                                                          =============            ==============
</TABLE>





         See notes to the condensed consolidated financial statements.

                                       F-2

<PAGE>
<TABLE>
<CAPTION>
                                                 VYTA CORP AND SUBSIDIARIES
                                      Condensed Consolidated Statements of Operations
                                   Three And Six Months Ended December 31, 2008 and 2007
                                                        (Unaudited)


                                                         Three Months Ended                         Six Months Ended
                                                            December 31,                              December 31,
                                                      2008                 2007                2008                 2007
                                                   ------------        ------------        -------------        ------------
<S>                                               <C>                  <C>                 <C>                  <C>

Sales                                              $     3,300          $        -          $     3,300          $        -
Cost of sales                                                -                   -                    -                   -
                                                   ------------        ------------        -------------        ------------
                                                         3,300                   -                3,300                   -
                                                   ------------        ------------        -------------        ------------

General and administrative expense                  ( 368,686)           ( 173,209)          (  647,924)          ( 318,957)
                                                   ------------        ------------        -------------        ------------

Loss from operations                                ( 365,386)           ( 173,209)          (  644,624)          ( 318,957)
                                                   ------------        ------------        -------------        ------------

Other income (expense):
  Interest income                                           -                   10                    -                  10
  Interest expense                                  (   23,538)                  -           (   23,538)                  -
  Gain on sale of investment in
   unconsolidated investee (Note 3)                          -             164,234                    -             164,234

  Equity losses of
   unconsolidated investees (Note 3)                (   33,440)          ( 286,769)          (  198,724)          ( 667,594)
                                                   ------------        ------------        -------------        ------------


Net loss                                            (  422,364)          ( 295,734)          (  866,886)          ( 822,307)
                                                   ------------        ------------        -------------        ------------

Dividends on Series A
  preferred stock (Note 5)                          (   10,082)          (   9,452)          (   20,164)          (  18,904)
                                                   ------------        ------------        -------------        ------------

Net loss applicable to common
  shareholders                                     $(  432,446)         $( 305,186)         $(  887,050)         $( 841,211)
                                                   ============        ============        =============        ============


Net loss per common share, basic and
  diluted (Note 1)                                 $(     0.01)         $(    0.01)         $(     0.02)         $ (   0.03)
                                                   ============        ============        =============        ============

Weighted average number of common
  shares outstanding (Note 1)                       45,372,961          33,912,454           44,287,254           32,986,258
                                                   ============        ============        =============        ============
</TABLE>



          See notes to the condensed consolidated financial statements.

                                       F-3


<PAGE>
<TABLE>
<CAPTION>


                                                VYTA CORP AND SUBSIDIARIES
                                  Condensed Consolidated Statements of Comprehensive Loss
                                   Three And Six Months Ended December 31, 2008 and 2007
                                                        (Unaudited)



                                                    Three Months Ended                          Six Months Ended
                                                       December 31,                               December 31,
                                               2008                   2007                  2008                 2007
                                            ------------         ------------          ------------          ------------
<S>                                         <C>                  <C>                   <C>                   <C>
Net loss                                    $(  422,364)         $ ( 295,734)          $(  866,886)          $(  822,307)

Change in foreign currency
  translation                                         -            (  10,340)                    -            (   10,340)
                                            ------------         ------------          ------------          ------------


Comprehensive loss                          $(  432,446)         $ ( 306,074)          $(  887,050)          $(  832,647)
                                            ============         ============          ============          ============
</TABLE>




























          See notes to the condensed consolidated financial statements.

                                       F-4



<PAGE>
<TABLE>
<CAPTION>



                                                    VYTA CORP AND SUBSIDIARIES
                          Condensed Consolidated Statement of Changes in Shareholders' Equity Deficiency
                                                Six Months Ended December 31, 2008
                                                            (Unaudited)


                                                                                                                           TOTAL
                                                                                      ADDITIONAL                       SHAREHOLDERS'
                                PREFERRED STOCK               COMMON STOCK             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                            -               -      1,995,000            200          215,300              -          215,500

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

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

Adjustments upon
  consolidation of
  former equity investee          -               -              -              -          413,064              -          413,064
  (Note 2)

Net loss                          -               -              -              -                -    (   866,886)      (  866,886)

Accumulated dividends on
  Series A preferred
  stock                           -          20,164              -              -      (    20,164)             -                -
                           ----------      --------     -----------      --------    -------------   ------------      -----------
Balances,
  December 31, 2008         500,000       $ 573,424     45,663,178      $   4,567    $  32,192,995   $(33,295,358)    $ (  524,372)
                           ==========      ========     ===========      ========    =============   ============      ===========
</TABLE>














          See notes to the condensed consolidated financial statements.

                                       F-5

<PAGE>
<TABLE>
<CAPTION>
                                                   VYTA CORP AND SUBSIDIARIES
                                         Condensed Consolidated Statements of Cash Flows
                                       For the Six Months Ended December 31, 2008 and 2007
                                                           (Unaudited)

                                                                                                  2008                  2007
                                                                                             -------------          ------------
Cash flows from operating activities:
<S>                                                                                          <C>                    <C>
Cash flows from operating activities:
 Net loss                                                                                    $ (  866,886)          $(  822,307)
                                                                                             -------------          ------------
 Adjustments to reconcile net loss to net cash used
  in operating activities:
  Consulting expense                                                                              187,000                     -
  Depreciation and amortization expense                                                            52,564                 2,306
  Common stock issued for services                                                                 17,550                     -
  Equity in net losses of unconsolidated investees                                                198,724               667,594
  Gain on sale of investment in unconsolidated investee                                                              (  164,234)
  Changes in operating assets and liabilities, net of
   business acquisition:
   Decrease in accounts receivable                                                                (15,381)                    -
   Increase in inventory                                                                            2,261                     -
   (Increase) decrease in prepaid expenses                                                        ( 5,129)                1,390
   Increase (decrease) in accounts payable and accrued
    expenses                                                                                      300,574            (   44,251)
                                                                                             -------------          ------------
 Total adjustments                                                                                738,163               462,805
                                                                                             -------------          ------------

    Net cash used in operating activities                                                     (   128,723)           (  359,502)
                                                                                             -------------          ------------
Cash flows from investing activities:
  Sale of marketable securities                                                                         -                    59
  Increase in notes and advances receivable,
   unconsolidated investee                                                                    (   125,213)          (   541,600)
                                                                                             -------------          ------------
    Net cash used in investing activities                                                     (   125,213)          (   541,541)
                                                                                             -------------          ------------
Cash flows from financing activities:
  Bank overdraft                                                                              (     8,631)
  Common stock issued for cash                                                                    215,500               579,500
  Proceeds from advance payable                                                                   120,117                50,000
  Payment of advance payable                                                                  (    18,500)          (    50,000)
                                                                                             -------------          ------------
    Net cash provided by financing activities                                                     308,486               579,500
                                                                                             -------------          ------------

Net decrease in cash and cash equivalents                                                      (   54,550)           (  321,543)

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

Cash and cash equivalents, ending                                                             $         -            $   33,159
                                                                                             =============          ============

Supplemental disclosure of non-cash investing activities:
  Net assets acquired in BioAgra acquisition                                                  $   255,000           $         -
                                                                                             =============          ============
  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
                                                                                                                    ============
</TABLE>
         See notes to the condensed consolidated financial statements.
                                       F-6

<PAGE>
                           VYTA CORP AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                   SIX MONTHS ENDED DECEMBER 31, 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)  through  October 31, 2008 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 4).  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 six months ended  December 31, 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  $866,886  and a net loss  applicable  to common
shareholders  of $887,050 for the six months ended  December 31, 2008  ($422,364
and $432,446 for the three months ended  December 31, 2008),  and an accumulated
deficit of  $33,295,358  as of December 31, 2008. The Company has not recognized
any revenues from its business operations.

                                      F-7
<PAGE>
                           VYTA CORP AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                   SIX MONTHS ENDED DECEMBER 31, 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:

REVENUE RECOGNITION:

Revenues from the sales of product are recognized at time of shipment.  Revenues
are  deferred  if  significant  future  obligations  are to be  fulfilled  or if
collection is not probable.

Management  reviews  trade  receivables  on an ongoing basis to determine if any
receivables  will  potentially  be  uncollectible.  The Company  includes  trade
receivable  balances  that are  determined  to be  uncollectible  in an  overall
allowance for doubtful accounts. After all attempts to collect a receivable have
failed, the receivable is written off against the allowance.

INVENTORY

Inventories are stated at cost. Cost is determined using the first in, first out
(FIFO) method.  Inventories consisted of the following at December 31, 2008:

                Finished goods          $ 58,817
                Raw Materials           $ 50,132
                                        --------
                                        $109,009
                                        ========

PROPERTY AND EQUIPMENT

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

Repairs and  maintenance  are charged to operations as incurred.  Major renewals
and  betterments  that extend the useful  lives of property  and  equipment  are
capitalized.


                                      F-8
<PAGE>
                           VYTA CORP AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                   SIX MONTHS ENDED DECEMBER 31, 2008 AND 2007
                                   (Unaudited)

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 six  months  ended
December 31, 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 December  31, 2008 and  14,859,844  shares at December 31,
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 September 2006, the FASB issued SFAS No. 157, FAIR VALUE MEASUREMENTS  ("SFAS
157"),  which defines fair value,  establishes  a framework  for measuring  fair
value in accordance with generally accepted accounting  principles,  and expands
disclosures  about  fair  value  measurements.  SFAS 157 was  effective  for the
Company  on July 1,  2008 for all  financial  assets  and  liabilities.  For all
nonfinancial  assets and  liabilities,  SFAS 157 is effective for the Company on
July 1, 2009. As it relates to the Company's  financial  assets and liabilities,
the  adoption  of SFAS  157 did not  have a  material  impact  on the  Company's
consolidated  financial  statements.  The  Company  is still in the  process  of
evaluating  the impact  that SFAS 157 will have on its  nonfinancial  assets and
liabilities.

In  February  2007,  the FASB issued  SFAS No.  159,  THE FAIR VALUE  OPTION FOR
FINANCIAL  ASSETS  AND  FINANCIAL  LIABILITIES  ("SFAS  159").  SFAS 159  allows
entities  to  voluntarily   choose  to  measure  certain  financial  assets  and
liabilities  at fair value ("fair value  option").  The fair value option may be
elected on an  instrument-by-instrument  basis and is irrevocable,  unless a new
election  date occurs.  If the fair value  option is elected for an  instrument,
SFAS 159  specifies  that  unrealized  gains and losses for that  instrument  be
reported in earnings at each  subsequent  reporting date. SFAS 159 was effective
for the Company on July 1, 2008. The Company did not apply the fair value option
to any of its outstanding  instruments  and therefore,  SFAS 159 did not have an
impact on the Company's consolidated financial statements.

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'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.

                                      F-9
<PAGE>
                           VYTA CORP AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                   SIX MONTHS ENDED DECEMBER 31, 2008 AND 2007
                                   (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.  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  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.

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 -CONSOLIDATED 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 six months ended December 31, 2008, the Company
advanced an additional $125,213 in funds to BioAgra.

                                      F-10
<PAGE>
                           VYTA CORP AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                   SIX MONTHS ENDED DECEMBER 31, 2008 AND 2007
                                   (Unaudited)

The Company is not  accruing  interest on these  notes  receivable,  as they are
currently in default and non-performing.  Upon consolidation of BioAgra, accrued
interest of $413,064 payable to the Company as of June 30, 2008, was adjusted to
Additional Paid In Capital.

The  notes  and  advances  receivable  were  reduced  to $0 at June 30,  2008 by
applying  the  losses of BioAgra  (Note 4).  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 recorded as an Obligation to unconsolidated  investee
in the accompanying  condensed  consolidated balance sheet. During the period of
July 1, 2008 through  October 31, 2008,  the losses of BioAgra were in excess of
the carrying  value of the notes by $168,485.  The losses of BioAgra for the six
months ended  December  31, 2008 were  $548,188  ($294,528  for the three months
ended   December  31,  2008).   After   November  1,  2008,  the  Company  began
consolidating  BioAgra and the notes and advances  were treated as  intercompany
accounts and were eliminated in consolidation. (Note 4.)

3. INVESTMENTS IN UNCONSOLIDATED INVESTEE:

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 receivable  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.

During the period from July 1, 2007 through  December 27, 2007,  EPT  recognized
revenues of $2,158,689  and expenses of  $2,152,831  for a net income of $5,858.
During the period from July 1, 2007 through  December 27,  2007,  the  Company's
proportionate income was $2,960.

During the period from October 1, 2007 through December 27, 2007, EPT recognized
revenues of $1,330,057  and expenses of $1,296,241  for a net income of $33,816.
During the period from October 1, 2007 through  December 27, 2007, the Company's
proportionate income was $16,659.

4. INVESTMENT IN CONSOLIDATED INVESTEE:

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)  had  completed
construction  of a production  line;  however BioAgra has not yet recognized any
significant  revenues from product  sales.  On September  15, 2008,  the Company
filed collection and foreclosure proceedings against BioAgra. 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  $37,787 for open advances not  represented by a promissory  note. 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.

                                      F-11
<PAGE>
                           VYTA CORP AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                   SIX MONTHS ENDED DECEMBER 31, 2008 AND 2007
                                   (Unaudited)

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 and
starting  November 1, 2008, the Company has begun  consolidating  BioAgra.  As a
result  of the  Company's  acquisition  of the 50%  equity  ownership  of Justin
Holdings,   Inc.  the  Company  has  voluntarily  dismissed  the  aforementioned
collection and foreclosure proceedings.

In exchange for the 50% equity interest in BioAgra,  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 is to 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.  The  payments,  net of a discount,  were  recorded  as a  consulting
obligation on the consolidiated balance sheet.

The purchase price has been calculated  discounting the $6,000 monthly  payments
described  above,  using an interest  rate of 15%  (estimated  to be the cost of
capital for BioAgra).  A preliminary  allocation of the purchase  price has been
made by the Company among the specific assets and liabilities  acquired, as well
as among intangible assets  identified as acquired by the Company.  The purchase
price  allocation  is not  considered  final as of the date of this  report,  as
management is still reviewing all of the underlying assumptions and calculations
used in the allocation.  However,  management  believes the final purchase price
allocation will not be materially different than that presented herein.

The values allocated to the assets and liabilities acquired were as follows:

         Current assets                                   $          59,000
         Property and equipment                                     165,000
         Leased property under capital lease                        406,000
         Consulting agreement (a)                                   187,000
         Accounts payable and accrued expenses                      (90,000)
         Lease obligation                                          (472,000)
                                                          -----------------

         Total allocated purchase price                   $         255,000
                                                          =================

(a)  The excess of the purchase price over net liabilities assumed was allocated
     to the consulting agreement. This amount was expensed as management expects
     to receive minimal, if any, benefit from such agreement.

                                      F-12
<PAGE>
                           VYTA CORP AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                   SIX MONTHS ENDED DECEMBER 31, 2008 AND 2007
                                   (Unaudited)

Had the  acquisition  of the remaining 50% of BioAgra  occurred on July 1, 2008,
the consolidated unaudited pro forma results of operations for the Company would
have reflected net sales of $18,681,  loss from  operations of  $(819,810),  net
loss of $(866,886) or $(0.02) per common share for the six months ended December
31, 2008. Had the  acquisition of the remaining 50% of BioAgra  occurred on July
1, 2007,  the  consolidated  unaudited pro forma  results of operations  for the
Company  would have  reflected  net sales of $83,255,  loss from  operations  of
$(989,511),  net loss of  $(822,307)  or $(0.03)  per  common  share for the six
months ended  December 31, 2007.  Such amounts are based upon the  estimates and
assumptions set forth herein. These unaudited pro forma financial results do not
purport to be indicative of the results which  actually would have been obtained
had the purchase  been  effected on the dates  indicated or of the results which
may be obtained in the future. The pro forma adjustments are based on estimates,
available  information and certain  assumptions and may be revised as additional
information becomes available.

Justin Holdings is to receive ten percent (10%) of 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.

The terms of the original joint venture provided for the Company to share in 50%
of joint venture net income,  if any, or net losses.  Prior to October 31, 2008,
the  Company  accounted  for its  investment  in  BioAgra  as an  equity  method
investment.  Net losses  incurred  by BioAgra  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.

Financial  information  for BioAgra for the period from  October 1, 2008 through
October 31, 2008 and for the three  months  ended  December 31, 2007 and for the
period from July 1, 2008  through  October 31, 2008 and for the six months ended
December 31, 2007, is as follows:
<TABLE>
<CAPTION>
                     OCTOBER 1, 2008                                  JULY 1, 2008             SIX MONTHS
                         THROUGH           THREE MONTHS ENDED            THROUGH                 ENDED
                    OCTOBER 31, 2008        DECEMBER 31, 2007       OCTOBER 31, 2008       DECEMBER 31, 2007
                    ----------------        -----------------       ----------------       -----------------
<S>                 <C>                    <C>                      <C>                    <C>
Revenues            $        3,375         $        62,828          $       15,381         $        83,255

Expenses                   (61,396)               (366,227)               (302,481)               (753,809)
                    ----------------        -----------------       ----------------       -----------------
Net loss            $      (58,021)               (303,399)         $     (287,100)        $      (670,554)
                    ================        =================       ================       =================
</TABLE>

5. ADVANCES PAYABLES:

RELATED PARTIES

At December 31, 2008,  the Company  owes its  majority  shareholder  $35,780 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 six months ended December 31, 2008, the majority shareholder advanced
an  additional  $9,780 and the  Company  made  payments  of $18,500  against the
advances payable.

At December 31, 2008, the Company owes Mr. Metzinger, an officer and director of
the Company, $5,337 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

                                      F-13
<PAGE>
                           VYTA CORP AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                   SIX MONTHS ENDED DECEMBER 31, 2008 AND 2007
                                   (Unaudited)

6. LEASE OBLIGATION:

BioAgra has entered into a lease with the Liberty County Industrial  Development
for a plant  facility.  The lease has a term of ten  years  and  provides  for a
buy-out  provision  in the tenth year of the lease.  The cost of the  buy-out is
$500,000. The lease requires monthly rent payments of $12,000.

As of December  31,  2008,  the total amount of assets  recorded  under  capital
leases was approximately  $1,079,000,  and accumulated  amortization  related to
those assets totaled approximately $275,000.

Future minimum lease payments under the leases are as follows:

        YEAR ENDING
          JUNE 30,                                              AMOUNT
          --------                                        -----------------
            2009                                          $          72,000
            2010                                                    144,000
            2011                                                    144,000
            2012                                                    144,000
            2013                                                    144,000
         Thereafter                                                 744,000
                                                          -----------------
               Total minimum obligations                          1,392,000

      Less amount representing interest                            (463,026)
                                                          ------------------

                                                                    928,974
      Less current portion                                          (53,511)
                                                          ------------------

      Long-term portion                                   $         875,463
                                                          =================


7. SHAREHOLDERS' EQUITY DEFICIENCY:

PREFERRED STOCK:

In February  2007,  the Company sold 500,000  shares of Series A  nonconvertible
preferred  stock  ("Series A") 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 December 31, 2008, were $73,425,
($20,164  and $18,804  during the six months  ended  December 31, 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.


                                      F-14
<PAGE>
                           VYTA CORP AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                   SIX MONTHS ENDED DECEMBER 31, 2008 AND 2007
                                   (Unaudited)

COMMON STOCK:

2008 FISCAL YEAR

Between July 1, 2008 and December 31, 2008,  the Company  issued an aggregate of
1,995,000  shares of its  restricted  common stock for $215,500 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.

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 December 31, 2008 are  fully-vested and
exercisable.  The aggregate intrinsic value of outstanding  fully-vested options
as of December 31, 2008 was approximately $155.

The Company did not grant any options  during the six months ended  December 31,
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 six months  ended  December 31,
2008 is as follows:

<TABLE>
<CAPTION>
                                                                    Weighted      Weighted Average
                                           Shares Under Option      Average          Remaining
                                                                 Exercise Price   Contractual Life
                                           -------------------- ----------------- -------------------
<S>                                        <C>                  <C>               <C>
Outstanding at July 1, 2008                     2,643,127            $  3.00          2.86 years
  Granted                                               -                  -                   -
  Exercised                                             -                  -                   -
  Expired                                               -                  -                   -
                                           -------------------- ----------------- -------------------
Outstanding at December 31, 2008                2,643,127            $  3.00          2.30 years
                                           ==================== ================= ===================

Exercisable at December 31, 2008                2,643,127            $  3.00          2.30 years
                                           ==================== ================= ===================
</TABLE>

                                      F-15
<PAGE>
                           VYTA CORP AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                   SIX MONTHS ENDED DECEMBER 31, 2008 AND 2007
                                   (Unaudited)

8.  COMMITMENTS AND CONTINGENCIES

JUDGEMENT:

On January  15,  2009,  the  Company  entered a  Confession  of  Judgment in the
principal  amount of  $38,236.  The  Judgment  was  entered  into to settle  the
outstanding  funds owed to Brookfield  Republic Plaza under the Company's  lease
for its office space. The Judgment accrues interest at 9% per annum.

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.

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.



                                      F-16
<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 December 31, 2008, we had a bank overdraft of $14,041.  We intend to continue
to develop  the  business  opportunity  presented  by 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 and BioAgra became  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

FOR THE THREE MONTHS ENDED  DECEMBER 31, 2008 COMPARED TO THE THREE MONTHS ENDED
DECEMBER 31, 2007

During the three months ended  December 31, 2008, we had sales of $3,300 through
our subsidiary  BioAgra's sale of its YBG-2000 product.  During the three months
ended  December 31, 2007, we did not have any revenues from  operations.  We did
not recognize any costs with these sales,  as these were finished goods that had
been produced and expensed during the prior year.

General and  administrative  expenses during the three months ended December 31,
2008, were $368,686 compared to $173,209 for the three months ended December 31,
2007. The increase of $195,477 is mainly attributable to an increase of $187,000
in consulting expenses as a result of the consulting  obligation that is part of
the  Agreement  to purchase  the  remaining  equity of BioAgra.  The  additional


                                       1
<PAGE>

$8,477 increase in general and administrative expenses is a result of the change
in  accounting,  from the equity  method to the  consolidation  method,  for the
investment in BioAgra.

During the three months ended  December  31, 2008,  we  recognized a net loss of
$422,364  compared  to a net loss of  $295,734  during  the three  months  ended
December 31, 2007.  The $126,630  increase is primarily a result of the $253,329
decrease  in equity  losses of  unconsolidated  investees  offset by the $23,538
increase  in  interest  expense  and  the  $195,477   increase  in  general  and
administrative expenses. In addition, we recognized a gain on sale of investment
in 2007 that we did not recognize in 2008.

We recorded a net loss applicable to common  shareholders of $432,446 during the
three  months  ended  December  31, 2008  compared to $305,186  during the three
months ended  December  31,  2007.  The increase of $127,260 was a result of the
$253,329 decrease in equity losses of unconsolidated investees and offset by the
$195,477 increase in general and  administrative  expenses and 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.

FOR THE SIX MONTHS  ENDED  DECEMBER  31, 2008  COMPARED TO THE SIX MONTHS  ENDED
DECEMBER 31, 2007

During the six months ended  December 31, 2008,  we had sales of $3,300  through
our  subsidiary  BioAgra's sale of its YBG-2000  product.  During the six months
ended  December 31, 2007, we did not have any revenues from  operations.  We did
not recognize any costs with these sales,  as these were finished goods that had
been produced and expensed during the prior year.

General and  administrative  expenses  during the six months ended  December 31,
2008,  were $647,924  compared to $318,957 for the six months ended December 31,
2007. The increase of $328,967 is mainly attributable to an increase of $187,000
in consulting expenses as a result of the consulting  obligation that is part of
the  Agreement  to purchase  the  remaining  equity of BioAgra.  The  additional
$141,967  increase  in general  and  administrative  expenses is a result of the
change in accounting,  from the equity method to the consolidation  method,  for
the investment in BioAgra.

During the six months  ended  December  31,  2008,  we  recognized a net loss of
$866,886 compared to a net loss of $822,307 during the six months ended December
31, 2007. The $44,579 increase is primarily a result of the $468,870 decrease in
equity losses of  unconsolidated  investees  offset by the $328,967  increase in
general and  administrative  expenses,  the $23,538 increase in interest expense
and the $164,234 gain on sale of investment in unconsolidated  investee recorded
in 2007.

We recorded a net loss applicable to common  shareholders of $887,050 during the
six months ended  December 31, 2008  compared to $841,211  during the six months
ended  December 31,  2007.  The increase of $45,839 was a result of the $468,870
decrease in equity losses of unconsolidated investees and offset by the $328,967
increase in year end administrative  expenses,  the $23,538 increase in interest
expense and the  $164,234  gain on sale of  investment  recorded in 2007 and the
$1,260 increase in the accumulated  dividends  recognized in connection with the
outstanding   Series  A  Preferred   Stock  and  the  increase  in  general  and
administrative expenses.

LIQUIDITY AND FINANCIAL CONDITION

Net cash used in operating  activities  during the six months ended December 31,
2008 was $128,723,  compared to net cash used in operating activities during the
six months  ended  December  31, 2007 of  $359,502.  During the six months ended
December  31,  2008,  the net cash  used  represented  a net  loss of  $866,886,
adjusted  for  certain  non-cash  items  consisting  of  consulting  expenses of
$187,000,  depreciation and amortization expense of $52,564, common stock issued
for  services of $17,550  and equity in losses of  unconsolidated  investees  of
$198,724.

                                       2
<PAGE>

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 and equity in losses of unconsolidated  investees
of $667,594.

During the six months ended  December 31, 2008, we raised  $215,500 cash through
the sale of 1,995,000 shares of restricted common stock.

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

During the year ended June 30, 2008, the majority  shareholder advanced $39,500.
During the six months ended December 31, 2008, the majority shareholder advanced
an  additional  $9,780 and the  Company  made  payments  of $18,500  against the
advances payable.  In addition,  an officer and director of the Company advanced
$5,377 to the Company.

During the six months ended December 31, 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.

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 six months ended December 31, 2008, the Company
advanced an additional $125,213 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
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 September 2006, the FASB issued SFAS No. 157, FAIR VALUE MEASUREMENTS  ("SFAS
157"),  which defines fair value,  establishes  a framework  for measuring  fair
value in accordance with generally accepted accounting  principles,  and expands
disclosures  about  fair  value  measurements.  SFAS 157 was  effective  for the
Company  on July 1,  2008 for all  financial  assets  and  liabilities.  For all
nonfinancial  assets and  liabilities,  SFAS 157 is effective for the Company on
July 1, 2009. As it relates to the Company's  financial  assets and liabilities,
the  adoption  of SFAS  157 did not  have a  material  impact  on the  Company's
consolidated  financial  statements.  The  Company  is still in the  process  of
evaluating  the impact  that SFAS 157 will have on its  nonfinancial  assets and
liabilities.

                                       3
<PAGE>

In  February  2007,  the FASB issued  SFAS No.  159,  THE FAIR VALUE  OPTION FOR
FINANCIAL  ASSETS  AND  FINANCIAL  LIABILITIES  ("SFAS  159").  SFAS 159  allows
entities  to  voluntarily   choose  to  measure  certain  financial  assets  and
liabilities  at fair value ("fair value  option").  The fair value option may be
elected on an  instrument-by-instrument  basis and is irrevocable,  unless a new
election  date occurs.  If the fair value  option is elected for an  instrument,
SFAS 159  specifies  that  unrealized  gains and losses for that  instrument  be
reported in earnings at each  subsequent  reporting date. SFAS 159 was effective
for the Company on July 1, 2008. The Company did not apply the fair value option
to any of its outstanding  instruments  and therefore,  SFAS 159 did not have an
impact on the Company's consolidated financial statements.

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'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  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.

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.

                                       4
<PAGE>


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 December 31, 2008.

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  December  31,  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

                                       5
<PAGE>
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.

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 October
1, 2008 to December 31, 2008.
<TABLE>
<CAPTION>

  DATE OF SALE      TITLE OF SECURITIES      NO. OF SHARES            CONSIDERATION                 CLASS OF PURCHASER
----------------- ------------------------- ---------------- ------------------------------ ----------------------------------
<S>               <C>                       <C>              <C>                            <C>
     10/2/08      Common stock              400,000          $36,000                        Affiliate
----------------- ------------------------- ---------------- ------------------------------ ----------------------------------
    11/20/08      Common stock              500,000          $47,500                        Affiliate
----------------- ------------------------- ---------------- ------------------------------ ----------------------------------
</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.

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:  February 27, 2009               /s/ Paul H. Metzinger
                                       -----------------------------------------
                                       Paul H. Metzinger,
                                       President  & CEO &  Principal  Accounting
                                       Officer (Principal Executive Officer)




















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