UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended September 30, 2013.

Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from _____ to _____.

Commission File Number: 000-52238

CELLCYTE GENETICS CORPORATION

(Exact name of registrant as specified in its charter)


Nevada		86-1127046
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)


14205 SE 36^th Street, Suite 100 Bellevue, Washington		98006
(Address of principal executive offices)		(Zip Code)


(425) 519-3755
(Registrant’s telephone number, including are code)

Indicate by checkmark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [X] No [ ]

Indicate by check mark whether the registrant is a large accelerated filer, 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 (Do not check if a smaller reporting company)

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

Indicate the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date. 82,329,481 shares of common stock outstanding as of November 13, 2013.

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CELLCYTE GENETICS CORPORATION

Quarterly Report On Form 10-Q

For The Quarterly Period Ended September 30, 2013

FORWARD-LOOKING STATEMENTS

This Form 10-Q for the quarterly period ended September 30, 2013 contains forward-looking statements that involve risks and uncertainties. Forward-looking statements in this document include, among others, statements regarding our capital needs, business plans and expectations. Such forward-looking statements involve assumptions, risks and uncertainties regarding, among others, the success of our business plan, availability of funds, government regulations, operating costs, our ability to achieve significant revenues, our business model and other factors. Any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may”, “will”, “should”, “expect”, “plan”, “intend”, “anticipate”, “believe”, “estimate”, “predict”, “potential” or “continue”, the negative of such terms or other comparable terminology. In evaluating these statements, you should consider various factors, including the assumptions, risks and uncertainties set forth in our Annual Report on Form 10-K for the year ended December 31, 2012 and other reports and documents we have filed with or furnished to the Securities and Exchange Commission. These factors or any of them may cause our actual results to differ materially from any forward-looking statement made in this document. While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding future events, our actual results will likely vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein. The forward-looking statements in this document are made as of the date of this document and we do not intend or undertake to update any of the forward-looking statements to conform these statements to actual results, except as required by applicable law, including the securities laws of the United States.

__________

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PART I – FINANCIAL INFORMATION

Item 1.

Financial Statements

The following unaudited interim consolidated financial statements of CellCyte Genetics Corporation are included in this Quarterly Report on Form 10-Q:


Description	Page
Interim Consolidated Balance Sheets as of September 30, 2013 and December 31, 2012:	5
Interim Consolidated Statements of Operations for the Three Months and Nine Months ended September 30, 2013 and 2012 and for the period from January 4, 2005 (Date of Inception) to September 30, 2013:	6
Interim Consolidated Statements of Cash Flows for the Nine Months ended September 30, 2013 and 2012 and for the period from January 4, 2005 (Date of Inception) to September 30, 2013:	7
Condensed Notes to Interim Consolidated Financial Statements:	8

__________

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CELLCYTE GENETICS CORPORATION
(a Development Stage Company)
INTERIM CONSOLIDATED BALANCE SHEETS

			September 30,		December 31,
			2013		2012
			(Unaudited)
ASSETS

CURRENT ASSETS
	Prepaid expenses and deposits		$	17,073	$	9,403
		Total Current Assets		17,073		9,403

OTHER ASSETS
	Furniture and equipment, net of depreciation			-		-
	Intellectual property, net of amortization			10,590		16,218
		Total Other Assets		10,590		16,218

TOTAL ASSETS			$	27,663	$	25,621


LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
	Accounts payable		$	110,997	$	73,009
	Accrued expenses			153,398		118,850
	Due to related parties			140,654		140,704
	Note payable - current portion			10,725		2,405
		Total Current Liabilities		415,774		334,968

LONG TERM LIABILITIES
	Convertible notes - related party			385,741		346,415
		Total Long Term Liabilities		385,741		346,415

TOTAL LIABILITIES				801,515		681,383

COMMITMENTS AND CONTINGENCIES				-		-

STOCKHOLDERS' DEFICIT
	Common stock, $0.001 par value; 525,000,000 shares authorized,
		82,329,481 shares issued and outstanding, respectively		82,329		82,329
	Additional paid in capital			11,734,022		11,734,022
	Common stock purchase warrants			49,154		49,154
	Deficit accumulated during development stage			(12,639,357)		(12,521,267)
		Total Stockholders' Deficit		(773,852)		(655,762)

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT			$	27,663	$	25,621


See accompanying condensed notes to the interim consolidated financial statements

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CELLCYTE GENETICS CORPORATION
(a Development Stage Company)
INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)


											From Inception
			For the Three Months Ended				For the Nine Months Ended				(January 4, 2005)
			September 30,				September 30,				to September 30,
			2013		2012		2013		2012		2013

REVENUES			$	-	$	-	$	-	$	-	$	-

OPERATING EXPENSES:
	Consulting			-		-		-		-		1,678,107
	General and administrative			14,066		16,492		40,491		50,299		2,641,901
	Professional fees			11,349		9,435		49,644		49,458		1,930,984
	Research, development and laboratory			-		-		-		-		1,296,619
	Salaries and benefits			-		-		-		-		1,457,524
	Stock-based compensation			-		-		-		-		3,025,776
		Total Operating Expenses		25,415		25,927		90,135		99,757		12,030,911
												-
LOSS FROM OPERATIONS				(25,415)		(25,927)		(90,135)		(99,757)		(12,030,911)

OTHER INCOME (EXPENSE)
	Interest income			-		-		-		-		32,513
	Interest and finance charges			(8,592)		(9,014)		(27,954)		(23,389)		(358,194)
	Impairment of intellectual property			-		-		-		-		(568,913)
	Impairment of tenant improvements			-		-		-		-		(383,535)
	Gain on extinguishment of debt			-		-		-		180,955		803,086
	Gain (loss) on disposal of furniture and equipment			-		-		-		1,985		(133,403)
		Total Other Income (Expense)		(8,592)		(9,014)		(27,954)		159,551		(608,446)

INCOME (LOSS) BEFORE TAXES				(34,007)		(34,941)		(118,089)		59,794		(12,639,357)

INCOME TAXES				-		-		-		-		-

NET INCOME (LOSS)			$	(34,007)	$	(34,941)	$	(118,089)	$	59,794	$	(12,639,357)

NET INCOME (LOSS) PER COMMON SHARE:
	Basic		$	(0.00)	$	(0.00)	$	(0.00)	$	0.00
	Diluted		$	(0.00)	$	(0.00)	$	(0.00)	$	0.00

WEIGHTED AVERAGE COMMON SHARES:
	Basic			82,329,481		82,329,481		82,329,481		82,329,481
	Diluted			82,329,481		82,329,481		82,329,481		88,964,581


See accompanying condensed notes to the interim consolidated financial statements

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CELLCYTE GENETICS CORPORATION
(a Development Stage Company)
INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)

									From Inception
					For the Nine Months Ended				(January 4, 2005)
					September 30,				to September 30,
					2013		2012		2013


CASH FLOWS FROM OPERATING ACTIVITIES:
	Net income (loss)				$	(118,089)	$	59,794	$	(12,639,357)
	Adjustments to reconcile net loss to net cash used by
		operating activities
			Amortization of intellectual property			5,628		5,628		136,025
			Depreciation of furniture and equipment			-		5,928		554,256
			Stock-based compensation			-		-		3,025,776
			Non-cash services			-		-		1,005,082
			Amortization of discount on note			450		450		2,250
			Warrant issued for legal services			-		-		46,154
			Accounts payable paid with common stock			-		-		144,103
			Non-cash beneficial conversion right			-		-		36,400
			Non-cash impairment of intellectual property			-		-		568,913
			Non-cash impairment of tenant improvements			-		-		383,535
			Expenses paid by stockholder			-		-		32,755
			Accrued interest reduced in settlement			-		1,385		1,385
			Accounts payable written off			-		-		(569,812)
			Accounts payable reduced in lease settlement			-		-		520,788
			Gain on extinguishment of debt			-		(180,955)		(234,502)
			Loss on disposal of furniture and equipment			-		(1,985)		133,403
	Decrease (increase) in assets
			Prepaid expenses and deposits			(7,670)		15,279		(17,073)
	Increase (decrease) in liabilities
			Accounts payable			37,988		31,965		591,380
			Accrued interest			-		-		82,088
			Accrued expenses			34,548		17,994		153,398
				Net cash used by operating activities		(47,145)		(44,517)		(6,043,053)

CASH FLOWS FROM INVESTING ACTIVITIES:
			Intellectual property acquisition			-		-		(715,528)
			Cash from sales of equipment			-		1,985		109,450
			Furniture and equipment acquisition, net			-		-		(1,327,070)
			Cash acquired on reverse acquisition			-		-		1,429
				Net cash provided (used) by investing activities		-		1,985		(1,931,719)

CASH FLOWS FROM FINANCING ACTIVITIES:
			Proceeds from issuance of convertible notes			38,825		131,800		1,337,244
			Proceeds from convertible note allocated to warrant			-		-		3,000
			Proceeds from note to fund insurance premiums			32,160		-		32,160
			Advances from related party			-		-		112,625
			Payments on note payable			(23,840)		(89,268)		(166,146)
			Proceeds from sale of common stock			-		-		6,655,889
				Net cash provided by financing activities		47,145		42,532		7,974,772

	Net increase in cash and cash equivalents					-		-		-

	Cash and cash equivalents, beginning of period					-		-		-

	Cash and cash equivalents, end of period				$	-	$	-	$	-

SUPPLEMENTAL CASH FLOW DISCLOSURES:
	Income taxes paid				$	-	$	-	$	-
	Interest paid				$	-	$	-	$	50,142

NON CASH INVESTING AND FINANCING ACTIVITES
	Note payable to related party converted to common stock				$	-	$	-	$	36,400
	Issuance of note for insurance				$	-	$	21,332	$	69,000
	Issuance of note in exchange for accounts payable				$	-	$	-	$	275,000

See accompanying condensed notes to the interim consolidated financial statements

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CELLCYTE GENETICS CORPORATION

(A DEVELOPMENT STAGE COMPANY)

CONDENSED NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2013

(unaudited)

NOTE 1 – DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

CellCyte Genetics Corporation (the “Company”) is in the development stage, as defined by Financial Accounting Standards Board (“FASB”) ASC 915, “Development Stage Entities” and its efforts have been principally devoted to the commercialization of its cell expansion technology since it previously discontinued the discovery and development of stem cell therapeutic products in 2008. To date, the Company has not generated any sales revenues, has incurred ongoing operating expenses and has sustained losses. Consequently, its operations are subject to all the risks inherent in the establishment of a new business enterprise.

As shown in the accompanying financial statements, the Company has incurred significant losses since inception and has not generated any revenues to date. The future of the Company is dependent upon its ability to obtain sufficient financing, demonstration that its bioreactor device can satisfy the cell expansion requirements of research organizations which it has, or will have, collaboration agreements with, the continued willingness of CCYG stock option holders to exercise their vested options and, ultimately, upon achieving future profitable operations. These factors, among others, raise substantial doubt about the Company's ability to continue as a going concern. The accompanying interim consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

The Company follows the accounting guidance outlined in the Financial Accounting Standards Board Codification guidelines. The accompanying unaudited interim consolidated financial statements have been prepared in accordance with generally accepted principles for interim financial information and with the instruction to Form 10-Q of Regulation S-K. They may not include all information and footnotes required by United States generally accepted accounting principles for complete financial statements. However, except as disclosed herein, there have been no material changes in the information disclosed in the notes to the financial statements for the year ended December 31, 2012 included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on April 12, 2013. The interim unaudited financial statements should be read in conjunction with those financial statements included in the Form 10-K. In the opinion of Management, all adjustments considered necessary for a fair presentation, which unless otherwise disclosed herein, consisting primarily of normal recurring adjustments, have been made. Operating results for the nine months ended September 30, 2013 are not necessarily indicative of the results that may be expected for the year ending December 31, 2013.

The Company’s financial statements include certain estimates and assumptions which affect the reported amounts of assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Accordingly, actual results may differ from those estimates.

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NOTE 2 – INTELLECTUAL PROPERTY

As of December 31, 2012, the Company had $70,002 of capitalized patents. Through September 30, 2013, the Company did not incur any additional costs for its intellectual property. The Company amortizes patents over the remaining life of the patents, which ranges from 7 to 17 years.

Intellectual property at September 30, 2013 and December 31, 2012 is as follows:


	September 30,		December 31,
	2013		2012
Patents	$	70,002	$	70,002
Accumulated amortization		(59,412)		(53,784)
Patents, net	$	10,590	$	16,218

NOTE 3 – PROPERTY AND EQUIPMENT

As of September 30, 2013 and December 31, 2012, the Company had a remaining fully depreciated cost basis of $120,745 in laboratory, computer and office equipment. During the nine months ended September 30, 2013, the Company did not sell or otherwise dispose of any of its property and equipment. Property and equipment as of September 30, 2013 and December 31, 2012 are as follows:


	September 30,		December 31,
	2013		2012
Laboratory equipment	$	40,935	$	40,935
Computer and office equipment		79,810		79,810
Accumulated depreciation		(120,745)		(120,745)
Property and equipment, net	$	-	$	-

NOTE 4 – COMMITMENTS AND CONTINGENCIES

Operating Leases

The Company rents office and lab space on a month-to-month basis for approximately $1,000 per month.

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NOTE 5 – CAPITAL STOCK

Common Stock

The Company has authorized 525,000,000 shares of its common stock, $0.001 par value. The Company had issued and outstanding 82,329,481 shares of its common stock at September 30, 2013 and December 31, 2012.

During the nine month period ended September 30, 2013, the Company did not issue any shares of its common stock for services.

Common Stock Warrants

The Company did not issue any common stock purchase warrants during the nine month period ended September 30, 2013. Warrants outstanding are as follows:


	Warrants Outstanding		Weighted Average Exercise Price	Weighted Average Remaining Life

Balance, December 31, 2011	919,230	$	0.06	2.62 years
Warrants issued	-		-	-
Warrants exercised	-		-	-
Warrants expired	-		-	-
Balance, December 31, 2012	919,230		0.06	1.62 years

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Warrants issued	-		-	-
Warrants exercised	-		-	-
Warrants expired	-		-	-
Balance, September 30, 2013	919,230	$	0.06	0.87 years

Common Stock Options

The Company did not grant any stock options for shares of its common stock during the nine months ended September 30, 2013.

The Company’s stock option activity for the nine month period ended September 30, 2013 is as follows:


	Options Outstanding		Weighted Average Exercise Price	Weighted Average Remaining Life

Balance, December 31, 2011	53,945,000	$	0.069	3.63 years
Options granted	-		-	-
Options exercised	-		-	-
Options cancelled and expired	(775,000)		1.50	-
Balance, December 31, 2012	53,170,000		0.049	2.68 years
Options granted	-		-	-
Options exercised	-		-	-
Options cancelled and expired	(250,000)		0.400	-
Balance, September 30, 2013	52,920,000	$	0.051	1.93 years

NOTE 6 – BASIC AND DILUTED NET LOSS PER SHARE

The Company computes net income (loss) per common share in accordance with FASB ASC 260, “Earnings Per Share”. Net income (loss) per share is based upon the weighted average number of outstanding common shares and the dilutive effect of common share equivalents, such as options and warrants to purchase common stock, convertible preferred stock and convertible notes, if applicable, that are outstanding each year. The Company uses the treasury stock method of calculating dilutive securities.

The following table sets forth the calculation of basic and diluted earnings per share for the three month and nine month periods ended September 30, 2013 and 2012. Basic and diluted earnings per share were the same for all periods shown except the nine month period ended September 30, 2012, as including common stock equivalents in the calculation of diluted earnings per share would have been anti-dilutive.


			For the Three Months Ended				For the Nine Months Ended
			September 30,				September 30,
			2013		2012		2013		2012
Net Income (Loss)		$	(34,007)	$	(34,941)	$	(118,089)	$	59,794
Common shares Outstanding – Basic			82,329,481		82,329,481		82,329,481		82,329,481

Earnings Per Share – Basic		$	(0.00)	$	(0.00)	$	(0.00)	$	0.00

Effect of Dilutive Securities
	Options		-		-		-		6,635,100
	Convertible Notes		-		-		-		-

Common Shares Outstanding – Diluted			82,329,481		82,329,481		82,329,481		88,964,581

Earnings Per share – diluted		$	(0.00)	$	(0.00)	$	(0.00)	$	0.00

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NOTE 7 – RELATED PARTY TRANSACTIONS

During the year ended December 31, 2008, two former officers, Gary Reys and Dr. Ronald Berninger, who were also members of the Company’s board of directors, advanced funds in the amount of $26,290 for their defense of certain legal matters. During 2009, Dr. Berninger advanced an additional $6,465 for his defense. Under the Company’s Bylaws, the Company is required to provide for the legal defense of its officers and directors. These advances are included in due to related parties.

Convertible Promissory Notes

On December 23, 2009, an officer of the Company loaned $25,000 to the Company in exchange for a convertible promissory note and a warrant to purchase 150,000 shares of common stock. The promissory note bears interest at the annual rate of eight percent and all interest and principal is due on December 22, 2014. The promissory note and accrued interest can be converted into common stock at any time, at the option of the holder, at the exchange rate of $0.035 per share. The fair market value of the warrants of $3,000 was recorded as a discount on the promissory note and is being amortized over five years. This officer has advanced an additional $15,892 to cover operating costs.

During the nine months ended September 30, 2013, a stockholder of the Company advanced a total of $31,500 under a convertible promissory note to help pay for certain operating and debt service costs. The total outstanding on the promissory note at September 30, 2013 is $340,144 and bears interest at the annual rate of eight percent. All interest and principal is due on January 24, 2015. The promissory note and accrued interest can be converted into common stock at any time, at the option of the holder, at the exchange rate of $0.024 per share.

During the nine months ended September 30, 2013, a second stockholder advanced a total of $3,725 under a convertible promissory note. The total remaining outstanding on the promissory note at September 30, 2013 was $21,297 and bears interest at the annual rate of eight percent. All interest and principal is due on August 17, 2015. The promissory note and accrued interest can be converted into common stock at any time, at the option of the holder, at the exchange rate of $0.02 per share.

Stockholder Advances

During the year ended December 31, 2007 a stockholder of the Company paid various outstanding payables on behalf of the Company. As of September 30, 2013 the Company owed this

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stockholder $107,949. These advances are unsecured, non-interest bearing with no set terms of repayment and are included on the balance sheet under Due to Related Party.

NOTE 8 – SUBSEQUENT EVENTS

On November 7, 2013, the Company issued new convertible promissory notes to several officers and stockholders to retire previously issued promissory notes, expense advances, and accrued interest. These new convertible promissory notes bear interest at the annual rate of eight percent. The promissory notes and accrued interest can be converted into common stock at any time, at the option of the holder, at the exchange rate of $0.01 per share.

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Item 2.

Management’s Discussion and Analysis

As used in this Quarterly Report: (i) the terms the “Company”, “our company”, “we”, “us” and “our” refer to CellCyte Genetics Corporation, a Nevada corporation, and its subsidiary, unless the context requires otherwise; (ii) references to “CellCyte” mean CellCyte Genetics Corporation, a Washington corporation; and (iii) all dollar amounts refer to United States dollars unless otherwise indicated.

The following discussion of our plan of operations, results of operations and financial condition as of and for the nine months ended September 30, 2013 should be read in conjunction with (i) our unaudited interim consolidated financial statements and related notes for the nine months ended September 30, 2013 included in this Quarterly Report, and (ii) our Annual Report on Form 10-K for the year ended December 31, 2012, including our annual audited financial statements set forth therein.

Overview

We are a biotechnology company involved in research and development, manufacture, sales, support and service of medical devices used for cell expansion and maintenance.

We have focused, and will continue to focus, our efforts for the foreseeable future within the device segment. These efforts will consist of entering into collaborative research agreements with well-known, established research organizations to utilize our patented CCG-E45 Culture Chamber product to enhance their cell production efforts. In conjunction with these research activities, our engineers will be developing alternative culture chamber configurations to optimize specific cell categories. Under these collaborative agreements, we will provide our CCG-E45 Incubators and Culture Chambers, and onsite training and oversight. Our collaboration partners will provide staffing, space and the cell types being tested.

Our initial collaborative research agreement was signed on September 9, 2010, with the Fred Hutchison Cancer Research Center in Seattle, Washington. Joint research activities under this agreement are expected to continue through 2013.

Plan of Operations

Our operations over the next 12 months will be limited by the amount of resources we are able to raise, and the willingness of our contractors and consultants to work for stock and stock option compensation. Accordingly, we have developed an Interim Operating Plan that may allow us to complete certain limited research and development activities while we attempt to raise adequate funding to restart our business.

Our plan of operations under our Interim Operating Plan for the next 12 months is to:

(a)

perform the work specified by our Interim Operating Plan under recently executed contracts with our scientists and manufacturing consultants.

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(b)

apply for State and Federal research grants to develop specific configurations and applications of our bioreactor device.

(c)

support the beta testing of our bioreactor device as specified in our agreements with independent research laboratories to maximize the possibility that such labs will adopt our bioreactor technology to satisfy their cell expansion needs.

(d)

continue small scale manufacturing of our cell expansion culture chambers, as needed, to maintain an adequate supply of bioreactors for the academic and institutional research organizations with which we have beta testing collaboration agreements.

(e)

locate and occupy new office, lab and manufacturing space if required to execute our Interim Operating Plan.

Over the next 12 months, we anticipate that we will require an aggregate of $450,000 in cash and stock-based compensation to cover operating costs, including certain accounts payable, as follows:

(a)

$30,000 for facility and equipment related expenses;

(b)

$25,000 for debt service;

(c)

$115,000 for pre-clinical work, quality assurance, manufacturing of biologic material, academic collaborations and further research collaborations;

(d)

$80,000 for design and device manufacturing;

(e)

$125,000 for legal expenses related to general corporate matters, and accounting expenses related to quarterly reviews and annual audits; and

(f)

$75,000 for salaries and consulting; and

We have no cash and cash equivalents and a working capital deficit of $398,701 at September 30, 2013. We presently do not have sufficient cash to fund our operations, and have curtailed substantially all activities, other than those called for by the execution of our Interim Operating Plan.

During the period covered by our Interim Operating Plan, we expect to fund our operations through a combination of the sale of excess laboratory equipment, issuances of stock, including issuances of stock and stock options registered pursuant to an S-8 registration statement, as payment in-kind to our independent contractors, consultants and other service providers, and the issuance of convertible loans from current stockholders and other investors. However, there is no certainty that we will be able to obtain these loans on commercially reasonable terms or when needed, or that they will be sufficient to meet our cash requirements. Accordingly, we anticipate that we will require additional financing to enable us to pay our planned expenses and debt service for the next 12 months and pursue our plan of operations.

At this time, we cannot accurately estimate a date of transition from operating under our Interim Operating Plan to a state in which our operations will be funded by a combination of equity funding and cash provided from bioreactor and incubator sales. Further, there is no assurance that our research, product and device demonstration program will result in significant revenues, or that we will obtain the cash necessary to fund the Interim Operating Plan.

We cannot provide investors with any assurance that we will be able to raise sufficient funding from the issuance of promissory notes or the sale of our common stock to fund our business plan going forward. In the absence of such financing, our business plan will fail.

Results of Operations

Three Months Ended September 30, 2013, Compared to Three Months Ended September 30, 2012.

The following table sets out our consolidated loss for the periods indicated:


	Three Months Ended September 30, 2013	Three Months Ended September 30, 2012
	(Unaudited)	(Unaudited)
Revenues	$ —	$ —
Operating Expenses
General and administrative	(14,066)	(16,492)
Professional fees	(11,349)	(9,435)
Other Expense	(8,592)	(9,014)
Net Loss	$ (34,007)	$ (34,941)

Revenues

We have had no operating revenues since our inception on January 4, 2005 to September 30, 2013. We anticipate that we will not generate any revenues for so long as we are a development stage company.

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General and Administrative Expenses

Our general and administrative expenses in the three months ended September 30, 2013, decreased to $14,066 from $16,492 for the same period of 2012, primarily due to a decrease in licensing fees recorded during the period.

Professional Fees

In the three months ended September 30, 2013, we incurred professional fees of $11,349, compared to $9,435 for the same period of 2012. The increase is primarily related to an increase in the activities of the contract accountants providing general operating support.

Other Expense

In the three months ended September 30, 2013, other expense was $8,592, compared to $9,014 for the same period in 2012. Other expense consists primarily of interest expense on the convertible notes to our stockholders.

Net Loss

As a result of the above, our net loss for the three months ended September 30, 2013 was $34,007, compared to a net loss of $34,941 for the same period of 2012.

Nine Months Ended September 30, 2013, Compared to Nine Months Ended September 30, 2012.

The following table sets out our consolidated loss for the periods indicated:

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	Nine Months Ended September 30, 2013	Nine Months Ended September 30, 2012
	(Unaudited)	(Unaudited)
Revenues	$ —	$ —
Operating Expenses
General and administrative	(40,491)	(50,299)
Professional fees	(49,644)	(49,458)
Other Income (Expense)	(27,954)	159,551
Net Income (Loss)	$ (118,089)	$ 59,794

Revenues

We have had no operating revenues since our inception on January 4, 2005 to September 30, 2013. We anticipate that we will not generate any revenues for so long as we are a development stage company.

General and Administrative Expenses

Our general and administrative expenses in the nine months ended September 30, 2013 decreased to $40,491 from $50,299 for the same period of 2012, primarily due to recording higher licensing costs in 2012.

Professional Fees

In the nine months ended September 30, 2013, we incurred professional fees of $49,644, compared to $49,458 for the same period of 2012. Professional fees consist primarily of contract accounting and legal fees, and outside auditing and review services.

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Other Income (Expense)

In the nine months ended September 30, 2013, other expense was $(27,954), compared to other income of $159,551 for the same period in 2012. Other income (expense) consisted primarily of interest expense in 2013 while other income consisted of a gain on extinguishment of debt in the amount of $180,955, a gain on the disposal of equipment of $1,985, offset by interest expense of $23,389 in 2012.

Net Income (Loss)

As a result of the above, we had a net loss for the nine months ended September 30, 2013 in the amount of $(118,089), compared to net income of $59,794 for the same period of 2012.

Liquidity and Capital Resources

As of September 30, 2013, we had no cash and a working capital deficit of $398,701. Our planned expenditures over the next 12 months are expected to amount to approximately $450,000, and will exceed our cash reserves and working capital. We presently do not have sufficient cash to fund our operations and have curtailed significantly all activities.

During the period covered by our Interim Operating Plan, we expect to fund our operations through a combination of issuances of stock, including issuances of stock and stock options registered pursuant to an S-8 registration statement, as payment in-kind to our independent contractors, consultants and other service providers, and the issuance of convertible loans from current stockholders and other investors. We anticipate that we will not require additional financing beyond the results of actions described above in order to pursue our operations under the Interim Operating Plan. Our business activities and plan of operations beyond the next 12 months will depend on the extent to which our bioreactor product is found to be a superior way for clinical research laboratories, with which we establish collaborative research agreements, to satisfy their cell expansion needs.

In the event that the testing under our collaborative research agreements is successful, our goal is to convert each of our collaboration partners into a paying customer. With each collaborating laboratory, there exists the potential for our bioreactor to become a component of some diagnostic or therapeutic procedure that could be licensed to a biopharmaceutical manufacturer. At this time, we do not have any definitive information from any of our collaboration partners as to the effectiveness of our bioreactor, so there is a risk that the tests will not be successful and that our Interim Operating Plan will fail.

We cannot provide investors with any assurance that we will be able to raise sufficient funding from the activities discussed above to fund our plan of operations going forward. In the absence of such financing, our business plan will fail. Even if we are successful in obtaining short-term financing, there is no assurance that we will obtain the funding necessary to pursue our business plan. If we do not continue to obtain additional financing going forward, we will be forced to abandon our plan of operations.

Cash Used in Operating Activities

Cash used in operating activities in the nine months ended September 30, 2013 was $47,145, compared to $44,517 for the same period of 2012. In 2013 and 2012, operating activities used cash

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primarily for insurance, storage of our equipment, and payment to our outside auditors. We anticipate that cash used in operating activities will be limited over the balance of 2013 as we move forward with limited operations. We have funded our operations primarily from the sale of excess laboratory equipment, advances against convertible promissory notes, and from the issuance of our common stock, and expect to continue efforts to raise additional capital through the sale equipment and stock.

Cash Provided by Investing Activities

In the nine months ended September 30, 2013, investing activities generated no cash, while cash of $1,985 was generated through the sale of assets during the same period of 2012.

Cash Provided By Financing Activities

We have funded our business to date primarily from sales of our common stock and issuance of convertible promissory notes. In the nine months ended September 30, 2013, we had net proceeds of $47,145 consisting of advances under convertible promissory notes in the amount of $38,825, proceeds from a note to fund insurance in the amount of $32,160 offset by $23,840 in payments on promissory notes, compared to net proceeds of $42,532 for the same period of 2012 consisting of the proceeds of convertible promissory notes in the amount of $131,800, offset by promissory note payments of $89,268.

Going Concern

As shown in the accompanying financial statements and more fully detailed in our 2012 Annual Report on Form 10-K, we have incurred significant losses since inception and have not generated any revenues to date. The future of our company is dependent upon our ability to obtain sufficient financing and upon achieving future profitable operations. These factors, among others, raise substantial doubt about our company’s ability to continue as a going concern. The accompanying interim consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Future Financings

We anticipate continuing to rely on equity sales of our common stock and the issuance of convertible debt in order to continue to fund our business operations. Issuances of additional shares will result in dilution to our existing stockholders. There is no assurance that we will achieve any additional sales of our equity securities or arrange for debt or other financing to fund our business plan.

Off-Balance Sheet Arrangements

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

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Critical Accounting Policies

Our financial statements are impacted by the accounting policies used and the estimates and assumptions made by management during their preparation. We have identified below the accounting policies that are of particular importance in the presentation of our financial position, results of operations and cash flows and which require the application of significant judgment by management.

Use of Estimates

Our financial statements are prepared in conformity with accounting principles generally accepted in the United States of America and include certain estimates and assumptions which affect the reported amounts of assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Accordingly, actual results may differ from those estimates.

Income Taxes

We follow the provisions of FASB ASC 740, “Income Taxes”, under which deferred tax assets and liabilities are determined based on differences between financial reporting and tax basis of assets and liabilities. Deferred tax assets and liabilities are measured using the enacted tax rates and laws that are expected to be in effect when the differences are expected to reverse. The provisions of ASC 740 also require the recognition of future tax benefits such as net operating loss carry-forwards, to the extent that the realization of such benefits is more likely than not. To the extent that it is more likely than not that such benefits will not be received, we record a valuation allowance against the related deferred tax asset.

Intangible Assets

Our intangible assets primarily consist of patents and intellectual property, which are carried at the purchase price and/or the legal cost to obtain them less accumulated amortization. Patents and licenses are being amortized over their estimated useful lives, which range from seven to seventeen years. Annually these assets are reviewed for recoverability to determine if the carrying amount on the balance sheet is appropriate.

Research and Development Costs

Research and development costs are expensed as incurred. The cost of intellectual property purchased from others that is immediately marketable or that has an alternative future use is capitalized and amortized as intangible assets. Capitalized costs are amortized using the straight-line method over the estimated economic life of the related asset. We periodically review our capitalized intangible assets to assess recoverability based on the projected undiscounted cash flows from operations, and impairments are recognized in operating results when a permanent diminution in value occurs.

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Stock-Based Compensation

We account for our stock option plan primarily under the recognition and measurement principles of FASB ASC 718, “Compensation – Stock Compensation”. Accordingly, compensation cost has been recognized using the fair value method and expected term accrual requirements as prescribed in ASC 718. We recorded no stock-based compensation expense during the nine months ended September 30, 2013 as none of the outstanding options vested during the period.

Item 3.

Quantitative and Qualitative Disclosures About Market Risk.

Not Applicable.

Item 4.

Controls And Procedures

Evaluation of Disclosure Controls and Procedures

In connection with the preparation of this Quarterly Report on Form 10-Q, an evaluation was carried out by our management, with the participation of the Principal Executive Officer and Principal Accounting Officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (“Exchange Act”)) as of September 30, 2013. Disclosure controls and procedures are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC rules and forms and that such information is accumulated and communicated to management, including the Principal Executive Officer and the Principal Accounting Officer, to allow timely decisions regarding required disclosures. Based on its evaluation, our management concluded, as of the end of the period covered by this report, that our disclosure controls and procedures were not effective.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the quarter ended September 30, 2013 that have materially affected, or are reasonably likely to materially affect, our

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internal control over financial reporting. The Company has not begun remediation efforts to correct the previously disclosed material weakness (as defined in Rule 13a-15(d) under the Exchange Act) reported on the Company’s Form 10-K filed for the period ended December 31, 2012 due to limited staffing and liquidity constraints.

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PART II – OTHER INFORMATION

Item 1.

Legal Proceedings

We are not currently a party to any legal proceedings.

Item 1A.

Risk Factors

Not Applicable.

Item 2.

Unregistered Sales of Equity Securities

We did not issue any shares of our common stock during the nine month period ended September 30, 2013.

Item 3.

Defaults Upon Senior Securities

None.

Item 4.

Mine Safety Disclosure

Not Applicable

Item 5.

Other Information

None.

Item 6.

Exhibits

The following exhibits are included with this Quarterly Report on Form 10-Q:


Exhibit Number	Description of Exhibit
3.1	Articles of Incorporation, as amended. Incorporated by reference to our Registration Statement on Form SB-2 filed on May 4, 2005.
3.2	Bylaws. Incorporated by reference to our Current Report on Form 8-K filed May 14, 2004.
31.1	Rule 13a-14(a)/15(d)-14(a) Certification of Principal Executive Officer.
31.2	Rule 13a-14(a)/15(d)-14(a) Certification of Principal Accounting Officer.
32.1	18 U.S.C. Section 1350 Certification of Principal Executive Officer.
32.2	18 U.S.C. Section 1350 Certification of Principal Accounting Officer.

101.INS*	XBRL Instance
101.SCH*	XBRL Taxonomy Extension Schema
101.CAL*	XBRL Taxonomy Extension Calculation
101.DEF*	XBRL Taxonomy Extension Definition
101.LAB*	XBRL Taxonomy Extension Labels
101.PRE*	XBRL Taxonomy Extension Presentation

* XBRL information is furnished and not deemed filed or a part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

__________

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SIGNATURES

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

CELLCYTE GENETICS CORPORATION

Dated: November 13, 2013.

Per:

/s/ “John M. Fluke, Jr.”

John M. Fluke, Jr.

Interim Principal Executive Officer

__________

CELLCYTE GENETICS CORP 10-Q