10-Q

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, 2014.

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 36th 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 18, 2014.

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CELLCYTE GENETICS CORPORATION

Quarterly Report On Form 10-Q

For The Quarterly Period Ended September 30, 2014

FORWARD-LOOKING STATEMENTS

This Form 10-Q for the quarterly period ended September 30, 2014 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, 2013 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
Consolidated Balance Sheets as of September 30, 2014 and December 31, 2013:	5
Interim Consolidated Statements of Operations for the Three Months and Nine Months ended September 30, 2014 and 2013 and for the period from January 4, 2005 (Date of Inception) to September 30, 2014:	6
Interim Consolidated Statements of Cash Flows for the Nine Months ended September 30, 2014 and 2013 and for the period from January 4, 2005 (Date of Inception) to September 30, 2014:	7
Condensed Notes to Interim Consolidated Financial Statements:	8

__________

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CELLCYTE GENETICS CORPORATION
(a Development Stage Company)
CONSOLIDATED BALANCE SHEETS
	Interim
	September 30,		December 31,
	2014		2013
	(Unaudited)
ASSETS
CURRENT ASSETS
Prepaid expenses and deposits	$	1,893	$	9,033
Total Current Assets		1,893		9,033
OTHER ASSETS
Furniture and equipment, net of depreciation		-		-
Intellectual property, net of amortization		-		-
Total Other Assets		-		-
TOTAL ASSETS	$	1,893	$	9,033
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Accounts payable	$	149,090	$	125,540
Accrued expenses		112,790		82,405
Due to related parties		117,949		140,704
Note payable - current portion		-		2,695
Total Current Liabilities		379,829		351,344
LONG TERM LIABILITIES
Convertible notes - related party		537,546		477,489
Total Long Term Liabilities		537,546		477,489
TOTAL LIABILITIES		917,375		828,833
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		11,777,926		11,734,022
Common stock purchase warrants		5,250		49,154
Deficit accumulated during development stage		(12,780,987)		(12,685,305)
Total Stockholders' Deficit		(915,482)		(819,800)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	1,893	$	9,033
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,
	2014		2013		2014		2013		2014
REVENUES	$	-	$	-	$	-	$	-	$	-
OPERATING EXPENSES:
Consulting		-		-		-		-		1,678,107
General and administrative		6,486		14,066		21,631		40,491		2,685,494
Professional fees		9,702		11,349		42,550		49,644		1,985,586
Research, development and laboratory		-		-		-		-		1,296,619
Salaries and benefits		-		-		-		-		1,457,524
Stock-based compensation		-		-		-		-		3,025,776
Total Operating Expenses		16,188		25,415		64,181		90,135		12,129,106
										-
LOSS FROM OPERATIONS		(16,188)		(25,415)		(64,181)		(90,135)		(12,129,106)
OTHER INCOME (EXPENSE)
Interest income		-		-		-		-		32,513
Interest and finance charges		(10,858)		(8,592)		(31,501)		(27,954)		(401,629)
Impairment of intellectual property		-		-		-		-		(568,913)
Impairment of tenant improvements		-		-		-		-		(383,535)
Gain on extinguishment of debt		-		-		-		-		803,086
Gain (loss) on disposal of furniture and equipment		-		-		-		-		(133,403)
Total Other Income (Expense)		(10,858)		(8,592)		(31,501)		(27,954)		(651,881)
INCOME (LOSS) BEFORE TAXES		(27,046)		(34,007)		(95,682)		(118,089)		(12,780,987)
INCOME TAXES		-		-		-		-		-
NET INCOME (LOSS)	$	(27,046)	$	(34,007)	$	(95,682)	$	(118,089)	$	(12,780,987)
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		82,329,481
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,
	2014		2013		2014
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	(95,682)	$	(118,089)	$	(12,780,986)
Adjustments to reconcile net loss to net cash used by
operating activities
Amortization of intellectual property		-		5,628		139,111
Depreciation of furniture and equipment		-		-		547,247
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 converted to note payable		-		-		63,232
Accrued expense converted to note payable		-		-		7,279
Accrued interest reduced in settlement		-		-		1,385
Accounts payable written off		-		-		(569,812)
Accounts payable reduced in lease settlement		-		-		520,788
Gain on extinguishment of debt		-		-		(53,547)
Loss on disposal of furniture and equipment		-		-		135,388
Decrease (increase) in assets
Prepaid expenses and deposits		7,140		(7,670)		(1,165)
Increase (decrease) in liabilities
Accounts payable		23,550		37,988		583,899
Accrued interest		-		-		82,088
Accrued expenses		30,385		34,548		83,176
Net cash used by operating activities		(34,157)		(47,145)		(5,996,949)
CASH FLOWS FROM INVESTING ACTIVITIES:
Intellectual property acquisition		-		-		(715,528)
Cash from sales of equipment		-		-		107,465
Furniture and equipment acquisition, net		-		-		(1,327,070)
Cash acquired on reverse acquisition		-		-		1,429
Net cash provided (used) by investing activities		-		-		(1,933,704)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of convertible notes		36,853		38,825		1,245,735
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		(2,696)		(23,840)		(118,756)
Proceeds from sale of common stock		-		-		6,655,889
Net cash provided by financing activities		34,157		47,145		7,930,653
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	$	-	$	32,160	$	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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NOTE 1 – DESCRIPTION OF BUSINESS, BASIS OF PRESENTATION AND GOING CONCERN

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. 

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, 2013 included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on April 15, 2014.  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, 2014 are not necessarily indicative of the results that may be expected for the year ending December 31, 2014.

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.

Certain amounts in the prior period financial statements have been reclassified to conform with the current period presentation. These reclassifications had no effect on previously reported losses, total assets or stockholders equity.

Going Concern

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 willingness of the Company’s 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

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concern.  The accompanying interim consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Recent Accounting Pronouncements

In June 2014, the FASB issued Accounting Standards Update (“ASU”) No. 2014- 10 (“ASU 2014-10”), Development Stage Entities (Topic 915), Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation. The objective of the amendments in this Update is to improve financial reporting by reducing the cost and complexity associated with incremental reporting requirements for development stage entities. The amendments in this Update also eliminate an exception provided to development stage entities in Topic 810, Consolidation, for determining whether an entity is a variable interest entity on the basis of the amount of investment equity at risk. The amendments related to the elimination of inception-to-date information and the other remaining disclosure requirements of Topic 915 should be applied retrospectively except for the clarification to Topic 275, which shall be applied prospectively. These amendments are effective for annual reporting periods beginning after December 15, 2014, and interim periods therein. The amendment eliminating the exception to the sufficiency-of-equity-at-risk criterion for development stage entities in paragraph 810-10-15-16 should be applied retrospectively for annual reporting periods beginning after December 15, 2015 and interim periods therein. Early application of each of the amendments is permitted for any annual reporting period or interim period for which the entity’s financial statements have not yet been issued. The Company expects to adopt ASU 2014-10 in the fourth quarter of 2014 and does not expect this adoption to have a material impact on its financial condition, results of operations or cash flows.

NOTE 2 – INTELLECTUAL PROPERTY

As of December 31, 2013, the Company had $70,002 of capitalized patents. Through September 30, 2014, the Company did not incur any additional costs for its intellectual property. The Company amortized patents over the remaining life of the patents, which ranges from 7 to 17 years.

Intellectual property at September 30, 2014 and December 31, 2013 is as follows:

	September 30,		December 31,
	2014		2013
Patents	$	70,002	$	70,002
Accumulated amortization and impairment		(70,002)		(70,002)
Patents, net	$	-	$	-

NOTE 3 – PROPERTY AND EQUIPMENT

As of September 30, 2014 and December 31, 2013, 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, 2014, the Company did not sell or otherwise dispose of any of its property and equipment.

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Property and equipment as of September 30, 2014 and December 31, 2013 are as follows:

	September 30,		December 31,
	2014		2013
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.

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, 2014 and December 31, 2013, respectively.

During the nine month period ended September 30, 2014, 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, 2014. Warrants outstanding are as follows:

	Warrants Outstanding		Weighted Average Exercise Price	Weighted Average Remaining Life
Balance, December 31, 2012	919,230	$	0.06	1.62 years
Warrants issued	-		-
Warrants exercised	-		-
Warrants expired	-		-
Balance, December 31, 2013	919,230		0.06	0.62 years

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Warrants issued	-		-
Warrants exercised	-		-
Warrants expired	(769,230)		0.065
Balance,  September 30, 2014	150,000	$	0.035	0.23 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, 2014. Stock options outstanding are as follows:

	Options Outstanding		Weighted Average Exercise Price	Weighted Average Remaining Life
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, December 31, 2013	52,920,000		0.051	1.68 years
Options granted	-		-
Options exercised	-		-
Options cancelled and expired	(13,010,000)		0.07
Balance, September 30, 2014	39,910,000	$	0.045	1.37 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.  Basic and diluted earnings per share were the same at the reporting dates of the accompanying financial statements, as including common stock equivalents in the calculation of diluted earnings per share would have been anti-dilutive.  

Common stock equivalents that were not included in diluted earnings per share at September 30, 2014 and 2013 are as follows:

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	2014		2013
Stock options		39,910,000		52,920,000
Warrants		150,000		919,230
Convertible promissory notes		57,539,331		18,194,803
Common stock equivalents		97,599,331		72,034,033

NOTE 7 – RELATED PARTY TRANSACTIONS

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 fair market value of the warrants of $3,000 was recorded as a discount on the promissory note. During 2013 this officer advanced the Company an additional $18,250 to help fund operating costs. On November 5, 2013, all outstanding amounts to this officer, including accrued interest of $8,177 and an advance of $6,142 included in accrued expenses, were rolled into a new promissory note bearing interest at 8% and convertible into common stock at any time, at the option of the holder, at the exchange rate of $0.01 per share. During the nine months ended September 30, 2014, this officer advanced an additional amount of $9,490 for operating costs. The outstanding balance on this convertible promissory note at September 30, 2014 was $66,909, net of unamortized discount of $150.

During the year ended December 31, 2013, a stockholder of the Company advanced a total of $43,600 under a convertible promissory note to help pay for certain operating and debt service costs. On November 5, 2013, all outstanding amounts to this stockholder, including accrued interest of $50,243 were rolled into a new promissory note bearing interest at 8% and convertible into common stock at any time, at the option of the holder, at the exchange rate of $0.01 per share. During the nine months ended September 30, 2014, this stockholder advanced an additional $16,436. The outstanding balance on this convertible promissory note at September 30, 2014 was $415,322.

During the year ended December 31, 2013, the Company repaid a second stockholder of the Company a total of $1,887 under a convertible promissory note.  On November 5, 2013, all outstanding amounts to this stockholder, including accrued interest of $4,812 and an advance in the amount of $1,137 included in accrued expenses were rolled into a new promissory note bearing interest at 8% and convertible into common stock at any time, at the option of the holder, at the exchange rate of $0.01 per share. During the nine months ended September 30, 2014, this stockholder advanced an additional $927. The outstanding balance on this convertible promissory note at September 30, 2014 was $22,560.

On March 16, 2014, advances from a stockholder of the Company, in the amount of $22,755 were converted into a convertible promissory note bearing interest at 8% and convertible into

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common stock at any time, at the option of the holder, at the exchange rate of $0.01 per share. This promissory note is due and payable on March 15, 2019. In addition, during the nine months ended September 30, 2014, this stockholder advanced an additional $10,000 to help cover operating costs. The outstanding balance on this convertible promissory note at September 30, 2014 was $32,755.

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, 2014 the Company owed this 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.

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 amounts of $10,000 and $16,290, respectively, 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.

On March 16, 2014, the outstanding balance of $22,755 owed to Dr. Berninger was converted into a convertible promissory note.

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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, 2014 should be read in conjunction with (i) our unaudited interim consolidated financial statements and related notes for the nine months ended September 30, 2014 included in this Quarterly Report, and (ii) our Annual Report on Form 10-K for the year ended December 31, 2013, including our annual audited financial statements set forth therein.

Overview

We are a biotechnology company involved in the research and development 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 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.

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 out 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 the bioreactor device.

 (c)

support the beta testing of our bioreactor product 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 $300,000 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)

$60,000 for pre-clinical work, quality assurance, manufacturing of biologic material, academic collaborations and further research collaborations;

(d)

$60,000 for design and device manufacturing;

(e)

$75,000 for legal expenses related to general corporate matters, and accounting expenses related to quarterly reviews and annual audits;

(f)

$50,000 for salaries and consulting.

During the next 12 months we anticipate that we will generate minimal non-recurring engineering (NRE) service revenue and revenue from the sale and licensing of our incubator and bioreactor device technology.  We have no cash and cash equivalents and a working capital deficit of $377,936 at September 30, 2014. 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 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

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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, 2014 Compared to Three Months Ended September 30, 2013.

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

	Three Months Ended September 30, 2014	Three Months Ended September 30, 2013
	(Unaudited)	(Unaudited)
Revenues	$ —	$ —
Operating Expenses
General and administrative	6,486	14,066
Professional fees	9,702	11,349
Operating loss	(16,188)	(25,415)
Other Expense, net	(10,858)	(8,592)
Net Loss	$ (27,046)	$ (34,007)

Revenues

We have had no operating revenues since our inception on January 4, 2005 to September 30, 2014.  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 three months ended September 30, 2014 decreased to $6,486 from $14,066 for the same period of 2013. General and administrative costs consist primarily of insurance expense and office lease costs. The decrease is primarily related to our reduction in insurance expense.

- 16 -

Professional Fees

In the three months ended September 30, 2014, we incurred professional fees of $9,702, compared to $11,349 for the same period of 2013. Professional fees consist of contract accounting fees, audit and review fees, and legal representation.

Other Income (Expense)

In the three months ended September 30, 2014, other income (expense) was $(10,858), compared to $(8,592) for the same period in 2013. Other income (expense) consisted of interest expense for both periods.

Net Loss

As a result of the above, our net loss for the three months ended September 30, 2014 was $27,046 compared to a net loss of $34,007 for the same period of 2013.

Nine Months Ended September 30, 2014 Compared to Nine Months Ended September 30, 2013.

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

	Nine Months Ended September 30, 2014	Nine Months Ended September 30, 2013
	(Unaudited)	(Unaudited)
Revenues	$ —	$ —
Operating Expenses
General and administrative	21,631	40,491
Professional fees	42,550	49,644
Operating loss	(64,181)	(90,135)
Other Income (Expense)	(31,501)	(27,954)
Net Loss	$ (95,682)	$ (118,089)

Revenues

We have had no operating revenues since our inception on January 4, 2005 to September 30, 2014.  We anticipate that we will not generate any revenues for so long as we are a development stage company.

- 17 -

General and Administrative Expenses

Our general and administrative expenses in the nine months ended September 30, 2014 decreased to $21,631 from $40,491 for the same period of 2013. General and administrative costs consist primarily of insurance expense and office lease costs. The decrease is primarily related to a reduction of insurance expense.

Professional Fees

In the nine months ended September 30, 2014, we incurred professional fees of $42,550, compared to $49,644 for the same period of 2013. The decrease is primarily related to a reduction in the activities of the contract accountants providing general operating support, and that audit fees and legal services have declined due to limited activities.

Other Income (Expense)

In the nine months ended September 30, 2014, other income (expense) was $(31,501), compared to $(27,954) for the same period in 2013. Other income (expense) consisted of interest expense in for both periods.

Net Loss

As a result of the above, we had a net loss of $95,682 for the nine months ended September 30, 2014, compared to a net loss of $118,089 for the same period of 2013.

Liquidity and Capital Resources

As of September 30, 2014, we had no cash and a working capital deficit of $377,936.  Our planned expenditures over the next 12 months are expected to amount to approximately $300,000 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. 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.

- 18 -

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, 2014 was $34,157, compared to $47,145 for the same period of 2013. In 2014 and 2013, operating activities used cash 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 2014 as we move forward with limited operations.  We have funded our operations primarily from the sale of excess laboratory equipment 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

Investing activities generated no cash during the nine months ended September 30, 2014 or 2013.

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, 2014, we had net proceeds of $34,157 consisting of advances under convertible promissory notes in the amount of $36,853, offset by note payments of $2,696. In 2013 we generated net cash of $47,145, consisting of advances under convertible promissory notes in the amount of $38,825, entering into a promissory note for our insurance premiums in the amount of $32,160, offset by $23,840 in payments on promissory notes.

Going Concern

As shown in the accompanying financial statements and more fully detailed in our 2013 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.

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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.

Critical Accounting Policies

Our financial statements are impacted by the accounting policies used and the estimates and assumptions made by management during their preparation.  A complete summary of these policies is included in Note 2 of the notes to our historical financial statements included in our Annual Report on Form 10-K.  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-

- 20 -

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.

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, 2014 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, 2014.  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, 2014 that have materially affected, or are reasonably likely to materially affect, our 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, 2013 due to limited staffing and liquidity constraints.

- 21 -

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, 2014.

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

- 22 -

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.

__________

- 23 -

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 19, 2014. Per:	/s/ “John M. Fluke, Jr.” John M. Fluke, Jr. Interim Principal Executive Officer

__________

EX-31

Exhibit 31.1

CERTIFICATION

I, John M. Fluke, Jr., certify that:

(1)

I have reviewed this report on Form 10-Q for the quarterly period ended September 30, 2014 of CellCyte Genetics Corporation (the “Company”);

(2)

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

(3)

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report;

(4)

The Company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have:

(a)

designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

designated such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)

evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)

disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the Company’s most recent fiscal quarter (the Company’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and

(5)

The Company’s other certifying officer and I have disclosed, based on our most recent evaluation of the internal control over financial reporting, to the Company’s auditors and the audit committee of the Company’s board of directors (or persons performing the equivalent functions):

(a)

all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and

(b)

any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.

Date:

November 19, 2014.

/s/ John M. Fluke, Jr.

By:

John M. Fluke, Jr.
Title:

Interim Principal Executive Officer

Exhibit 31.2

CERTIFICATION

I, Randy A. Lieber, certify that:

(1)

I have reviewed this report on Form 10-Q for the quarterly period ended September 30, 2014 of CellCyte Genetics Corporation (the “Company”);

(2)

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

(3)

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report;

(4)

The Company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have:

(a)

designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

designated such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)

evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)

disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the Company’s most recent fiscal quarter (the Company’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and

(5)

The Company’s other certifying officer and I have disclosed, based on our most recent evaluation of the internal control over financial reporting, to the Company’s auditors and the audit committee of the Company’s board of directors (or persons performing the equivalent functions):

(a)

all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and

(b)

any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.

Date:

November 19, 2014.

/s/ Randy A. Lieber

By:

Randy A. Lieber
Title:

Principal Accounting Officer

EX-32

Exhibit 32.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO

18 U.S.C. SECTION 1350

The undersigned, John M. Fluke, Jr., the Interim Principal Executive Officer of CellCyte Genetics Corporation, hereby certifies, pursuant to 18 U.S.C.  Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to his knowledge, the Quarterly Report on Form 10-Q of CellCyte Genetics Corporation, for the quarterly period ended September 30, 2014, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and that the information contained in the Quarterly Report on Form 10-Q fairly presents in all material respects the financial condition and results of operations of CellCyte Genetics Corporation.

Date:

November 19, 2014.

/s/ “John M. Fluke, Jr.”___

John M. Fluke, Jr.
Interim Principal Executive Officer

__________

Exhibit 32.2

CERTIFICATION OF PRINCIPAL ACCOUNTING OFFICER

PURSUANT TO

18 U.S.C. SECTION 1350

The undersigned, Randy A. Lieber, the Principal Accounting Officer of CellCyte Genetics Corporation, hereby certifies, pursuant to 18 U.S.C.  Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to his knowledge, the Quarterly Report on Form 10-Q of CellCyte Genetics Corporation, for the quarterly period ended September 30, 2014, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and that the information contained in the Quarterly Report on Form 10-Q fairly presents in all material respects the financial condition and results of operations of CellCyte Genetics Corporation.

Date:

November 19, 2014.

/s/ “Randy A. Lieber”___

Randy A. Lieber
Principal Accounting Officer

__________

XML

Commitments and Contingencies

9 Months Ended

Sep. 30, 2014

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

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.

XML

Property and Equipment

9 Months Ended

Sep. 30, 2014

Property, Plant and Equipment [Abstract]

Property and Equipment

NOTE 3 – PROPERTY AND EQUIPMENT

As of September 30, 2014 and December 31, 2013, 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, 2014, the Company did not sell or otherwise dispose of any of its property and equipment.

Property and equipment as of September 30, 2014 and December 31, 2013 are as follows:

	September 30,		December 31,
	2014		2013
Laboratory equipment	$	40,935	$	40,935
Computer and office equipment		79,810		79,810
Accumulated depreciation		(120,745)		(120,745)
Property and equipment, net	$	-	$	-

XML

Consolidated Balance Sheets (Unaudited) (USD $)	Sep. 30, 2014	Dec. 31, 2013
Statement of Financial Position [Abstract]
Prepaid expenses and deposits	$ 1,893	$ 9,033
Total Current Assets	1,893	9,033
Furniture and equipment, net of depreciation
Intellectual property, net of amortization
Total Other Assets
TOTAL ASSETS	1,893	9,033
Accounts payable	149,090	125,540
Accrued expenses	112,790	82,405
Due to related parties	117,949	140,704
Note payable - current portion		2,695
Total Current Liabilities	379,829	351,344
Convertible notes - related party	537,546	477,489
Total Long Term Liabilities	537,546	477,489
TOTAL LIABILITIES	917,375	828,833
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' DEFICIT	(915,482)	(819,800)
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	11,777,926	11,734,022
Common stock purchase warrants	5,250	49,154
Deficit accumulated during development stage	(12,780,987)	(12,685,305)
Total Stockholders' Deficit	(915,482)	(819,800)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$ 1,893	$ 9,033

XML

Description of Business, Basis of Presentation and Going Concern

9 Months Ended

Sep. 30, 2014

Accounting Policies [Abstract]

Description of Business, Basis of Presentation and Going Concern

NOTE 1 – DESCRIPTION OF BUSINESS, BASIS OF PRESENTATION AND GOING CONCERN

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. 

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, 2013 included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on April 15, 2014. 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, 2014 are not necessarily indicative of the results that may be expected for the year ending December 31, 2014.

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.

Certain amounts in the prior period financial statements have been reclassified to conform with the current period presentation. These reclassifications had no effect on previously reported losses, total assets or stockholders equity.

Going Concern

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 willingness of the Company’s 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.

Recent Accounting Pronouncements

In June 2014, the FASB issued Accounting Standards Update (“ASU”) No. 2014- 10 (“ASU 2014-10”), Development Stage Entities (Topic 915), Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation. The objective of the amendments in this Update is to improve financial reporting by reducing the cost and complexity associated with incremental reporting requirements for development stage entities. The amendments in this Update also eliminate an exception provided to development stage entities in Topic 810, Consolidation, for determining whether an entity is a variable interest entity on the basis of the amount of investment equity at risk. The amendments related to the elimination of inception-to-date information and the other remaining disclosure requirements of Topic 915 should be applied retrospectively except for the clarification to Topic 275, which shall be applied prospectively. These amendments are effective for annual reporting periods beginning after December 15, 2014, and interim periods therein. The amendment eliminating the exception to the sufficiency-of-equity-at-risk criterion for development stage entities in paragraph 810-10-15-16 should be applied retrospectively for annual reporting periods beginning after December 15, 2015 and interim periods therein. Early application of each of the amendments is permitted for any annual reporting period or interim period for which the entity’s financial statements have not yet been issued. The Company expects to adopt ASU 2014-10 in the fourth quarter of 2014 and does not expect this adoption to have a material impact on its financial condition, results of operations or cash flows.

XML

Intellectual Property

9 Months Ended

Sep. 30, 2014

Property, Plant and Equipment [Abstract]

Note 2 - Intellectual Property

NOTE 2 – INTELLECTUAL PROPERTY

As of December 31, 2013, the Company had $70,002 of capitalized patents. Through September 30, 2014, the Company did not incur any additional costs for its intellectual property. The Company amortized patents over the remaining life of the patents, which ranges from 7 to 17 years.

Intellectual property at September 30, 2014 and December 31, 2013 is as follows:

	September 30,		December 31,
	2014		2013
Patents	$	70,002	$	70,002
Accumulated amortization and impairment		(70,002)		(70,002)
Patents, net	$	-	$	-

XML

Consolidated Balance Sheets (Parenthetical)	Sep. 30, 2014	Dec. 31, 2013
Statement of Financial Position [Abstract]
Common stock, $0.001 par value, authorized	525,000,000	525,000,000
Common stock, $0.001 par value, issued and outstanding	82,329,481	82,329,481

XML

Document and Entity Information	9 Months Ended
	Sep. 30, 2014	Nov. 18, 2014
Document And Entity Information
Entity Registrant Name	Cellcyte Genetics Corp.
Entity Central Index Key	0001325279
Document Type	10-Q
Document Period End Date	Sep. 30, 2014
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Is Entity a Well-known Seasoned Issuer?	No
Is Entity a Voluntary Filer?	No
Is Entity's Reporting Status Current?	Yes
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		82,329,481
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2014

XML

Interim Consolidated Statements of Operations (Unaudited) (USD $)	3 Months Ended		9 Months Ended		117 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014
Income Statement [Abstract]
REVENUES
OPERATING EXPENSES:
Consulting					1,678,107
General and administrative	6,486	14,066	21,631	40,491	2,685,494
Professional fees	9,702	11,349	42,550	49,644	1,985,586
Research, development and laboratory					1,296,619
Salaries and benefits					1,457,524
Stock-based compensation					3,025,776
Total Operating Expenses	16,188	25,415	64,181	90,135	12,129,106
LOSS FROM OPERATIONS	(16,188)	(25,415)	(64,181)	(90,135)	(12,129,106)
OTHER INCOME (EXPENSE)
Interest income					32,513
Interest and finance charges	(10,858)	(8,592)	(31,501)	(27,954)	(401,629)
Impairment of intellectual property					(568,913)
Impairment of tenant improvements					(383,535)
Gain on extinguishment of debt					803,086
Gain (loss) on disposal of furniture and equipment					(133,403)
Total Other Income (Expense)	(10,858)	(8,592)	(31,501)	(27,954)	(651,881)
INCOME (LOSS) BEFORE TAXES	(27,046)	(34,007)	(95,682)	(118,089)	(12,780,987)
INCOME TAXES
NET INCOME (LOSS)	(27,046)	(34,007)	(95,682)	(118,089)	(12,780,987)
NET INCOME (LOSS) PER COMMON SHARE:
Basic	0	0	0	0
Diluted	$ 0	$ 0	$ 0	$ 0
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	82,329,481

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Related Party Transactions

9 Months Ended

Sep. 30, 2014

Related Party Transactions [Abstract]

Related Party Transactions

NOTE 7 – RELATED PARTY TRANSACTIONS

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 fair market value of the warrants of $3,000 was recorded as a discount on the promissory note. During 2013 this officer advanced the Company an additional $18,250 to help fund operating costs. On November 5, 2013, all outstanding amounts to this officer, including accrued interest of $8,177 and an advance of $6,142 included in accrued expenses, were rolled into a new promissory note bearing interest at 8% and convertible into common stock at any time, at the option of the holder, at the exchange rate of $0.01 per share. During the nine months ended September 30, 2014, this officer advanced an additional amount of $9,490 for operating costs. The outstanding balance on this convertible promissory note at September 30, 2014 was $66,909, net of unamortized discount of $150.

During the year ended December 31, 2013, a stockholder of the Company advanced a total of $43,600 under a convertible promissory note to help pay for certain operating and debt service costs. On November 5, 2013, all outstanding amounts to this stockholder, including accrued interest of $50,243 were rolled into a new promissory note bearing interest at 8% and convertible into common stock at any time, at the option of the holder, at the exchange rate of $0.01 per share. During the nine months ended September 30, 2014, this stockholder advanced an additional $16,436. The outstanding balance on this convertible promissory note at September 30, 2014 was $415,322.

During the year ended December 31, 2013, the Company repaid a second stockholder of the Company a total of $1,887 under a convertible promissory note. On November 5, 2013, all outstanding amounts to this stockholder, including accrued interest of $4,812 and an advance in the amount of $1,137 included in accrued expenses were rolled into a new promissory note bearing interest at 8% and convertible into common stock at any time, at the option of the holder, at the exchange rate of $0.01 per share. During the nine months ended September 30, 2014, this stockholder advanced an additional $927. The outstanding balance on this convertible promissory note at September 30, 2014 was $22,560.

On March 16, 2014, advances from a stockholder of the Company, in the amount of $22,755 were converted into a convertible promissory note bearing interest at 8% and convertible into common stock at any time, at the option of the holder, at the exchange rate of $0.01 per share. This promissory note is due and payable on March 15, 2019. In addition, during the nine months ended September 30, 2014, this stockholder advanced an additional $10,000 to help cover operating costs. The outstanding balance on this convertible promissory note at September 30, 2014 was $32,755.

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, 2014 the Company owed this 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.

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 amounts of $10,000 and $16,290, respectively, 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.

On March 16, 2014, the outstanding balance of $22,755 owed to Dr. Berninger was converted into a convertible promissory note.

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Basic and Diluted Net Loss Per Share

9 Months Ended

Sep. 30, 2014

NET INCOME (LOSS) PER COMMON SHARE:

Basic and Diluted Net Loss Per Share

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. Basic and diluted earnings per share were the same at the reporting dates of the accompanying financial statements, as including common stock equivalents in the calculation of diluted earnings per share would have been anti-dilutive.

Common stock equivalents that were not included in diluted earnings per share at September 30, 2014 and 2013 are as follows:

	2014		2013
Stock options		39,910,000		52,920,000
Warrants		150,000		919,230
Convertible promissory notes		57,539,331		18,194,803
Common stock equivalents		97,599,331		72,034,033

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Basic and Diluted Net Loss Per Share (Tables)

9 Months Ended

Sep. 30, 2014

NET INCOME (LOSS) PER COMMON SHARE:

Stock Excluded from Diluted Earnings Per Share

	2014		2013
Stock options		39,910,000		52,920,000
Warrants		150,000		919,230
Convertible promissory notes		57,539,331		18,194,803
Common stock equivalents		97,599,331		72,034,033

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Intellectual Property (Tables)

9 Months Ended

Sep. 30, 2014

Property, Plant and Equipment [Abstract]

Intellectual Property

	September 30,		December 31,
	2014		2013
Patents	$	70,002	$	70,002
Accumulated amortization and impairment		(70,002)		(70,002)
Patents, net	$	-	$	-

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Property and Equipment (Tables)

9 Months Ended

Sep. 30, 2014

Property, Plant and Equipment [Abstract]

Property Plant and Equipment

	September 30,		December 31,
	2014		2013
Laboratory equipment	$	40,935	$	40,935
Computer and office equipment		79,810		79,810
Accumulated depreciation		(120,745)		(120,745)
Property and equipment, net	$	-	$	-

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Intellectual Property - Intellectual Property (Details) (USD $)	Dec. 31, 2014	Sep. 30, 2014
Property, Plant and Equipment [Abstract]
Patents	$ 70,002	$ 70,002
Accumulated amortization and impairment	(70,002)	(70,002)
Patents, net

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Interim Consolidated Statements of Cash Flows (Unaudited) (USD $)	9 Months Ended	117 Months Ended
	Sep. 30, 2013	Sep. 30, 2014
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$ (118,089)	$ (12,780,986)
Amortization of intellectual property	5,628	139,111
Depreciation of furniture and equipment		547,247
Stock-based compensation		3,025,776
Non-cash services		1,005,082
Amortization of discount on note	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 converted to note payable		63,232
Accrued expense converted to note payable		7,279
Accrued interest reduced in settlement		1,385
Accounts payable written off		(569,812)
Accounts payable reduced in lease settlement		520,788
Gain on extinguishment of debt		(53,547)
Loss on disposal of furniture and equipment	-	135,388
Prepaid expenses and deposits	(7,670)	(1,165)
Increase (decrease) in liabilities
Accounts payable	37,988	583,899
Accrued interest		82,088
Accrued expenses	34,548	83,176
Net cash used by operating activities	(47,145)	(5,996,949)
CASH FLOWS FROM INVESTING ACTIVITIES:
Intellectual property acquisition		(715,528)
Cash from sales of equipment		107,465
Furniture and equipment acquisiton, net		(1,327,070)
Cash acquired on reverse acquistion		1,429
Net cash provided (used) by investing activities		(1,933,704)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of convertible notes	38,825	1,245,735
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)	(118,756)
Proceeds from sale of common stock		6,655,889
Net cash provided by financing activities	47,145	7,930,653
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	32,160	69,000
Issuance of note in exchange for accounts payable		$ 275,000

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Capital Stock

9 Months Ended

Sep. 30, 2014

Equity [Abstract]

Capital Stock

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, 2014 and December 31, 2013, respectively.

During the nine month period ended September 30, 2014, 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, 2014. Warrants outstanding are as follows:

	Warrants Outstanding		Weighted Average Exercise Price	Weighted Average Remaining Life
Balance, December 31, 2012	919,230	$	0.06	1.62 years
Warrants issued	-		-
Warrants exercised	-		-
Warrants expired	-		-
Balance, December 31, 2013	919,230		0.06	0.62 years
Warrants issued	-		-
Warrants exercised	-		-
Warrants expired	(769,230)		0.065
Balance,  September 30, 2014	150,000	$	0.035	0.23 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, 2014. Stock options outstanding are as follows:

	Options Outstanding		Weighted Average Exercise Price	Weighted Average Remaining Life
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, December 31, 2013	52,920,000		0.051	1.68 years
Options granted	-		-
Options exercised	-		-
Options cancelled and expired	(13,010,000)		0.07
Balance, September 30, 2014	39,910,000	$	0.045	1.37 years