United States securities and exchange commission logo
July 26, 2021
Gary Campbell
Chief Executive Officer
Cytta Corp.
5450 W Sahara Avenue, Suite 300A
Las Vegas, NV 89146
Re: Cytta Corp.
Registration
Statement on Form S-1
Filed June 28, 2021
File No. 333-257458
Dear Mr. Campbell:
We have reviewed your registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so
we may better
understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-1
We have a single customer..., page 10
1. Please revise the
heading of this risk factor to clarify that three customers account for the
majority of your
revenues. Also, identify these customers and disclose the material terms
of your agreements with
these customers, including the term and termination provisions.
Market for Common Equity and Related Stockholder Matters, page 14
2. Please disclose the
range of high and low bid information for each full quarterly period
within the two most
recent fiscal years and the six months ended March 31, 2021. Refer
to Item 201(a)(1)(iii)
of Regulation S-K.
Gary Campbell
FirstName
Cytta Corp.LastNameGary Campbell
Comapany
July NameCytta Corp.
26, 2021
July 26,
Page 2 2021 Page 2
FirstName LastName
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Results of Operations
For the Six-Month Periods Ended March 31, 2020 and 2021, page 19
3. Please explain why cost of goods sold was 0% during the six months
ended March 31,
2020. In this regard, we note that cost of goods sold was 49.6% for
the 12 months ended
September 30, 2020.
4. Refer to your Statements of Operations on page F-15. Please provide a
breakdown of
expenses which total $855,737 included in "General and Administrative
Expenses-
Other."
Liquidity and Capital Resources, page 20
5. Your disclosure that you raised an additional $322,500 from the sale
of 645,000 shares of
Series E Preferred Stock at $0.05 per share is inconsistent with your
disclosure elsewhere
in the prospectus that you sold 6,450,000 shares of Series E Preferred
Stock at $0.05 per
share. Please revise or advise.
Business and Recent Developments
State & Federal (FEMA - Federal Emergency Management Agency), page 27
6. Please clarify whether FEMA is an existing customer of the Company or
explain how it
contributes materially to your business.
ISR (Intelligence, Surveillance, and Reconnaissance) Marketplace, page 30
7. Please disclose the source for the list of firms seeking to enter the
ISR technologies
market.
Management, page 33
8. Please briefly discuss the specific experience, qualifications,
attributes, or skills that led to
the conclusion that Messrs. Campbell and Stephansen should serve as
directors. Refer to
Item 401(e)(1) of Regulation S-K. Also, disclose the period during
which Mr. Collins has
served as an executive officer and his business experience during the
past five years. Refer
to Item 401 of Regulation S-K.
Gary Campbell
FirstName
Cytta Corp.LastNameGary Campbell
Comapany
July NameCytta Corp.
26, 2021
July 26,
Page 3 2021 Page 3
FirstName LastName
Term of Office, page 34
9. We note your statement that no officers or directors have been
involved in certain legal
proceedings during the past five years. Please disclose whether any
officers or directors
have been involved in such legal proceedings during the past ten
years. Refer to Item
401(f) of Regulation S-K.
Certain Relationships and Related Transactions, page 37
10. Please disclose the agreement with a related party referred to in the
risk factor on page 10
and file this agreement as an exhibit to your registration statement.
Refer to Items 404(d)
and 601(b)(10)(ii)(A) of Regulation S-K.
Legal Proceedings, page 41
11. Please state the relief sought by Plaintiff. Please refer to Item
103(a) of Regulation S-K.
Item 14. Indemnification of Directors and Officers, page 44
12. You disclose here and in the undertakings section that your
certificate of incorporation
limits the liability of your directors and officers to the maximum
extent permitted by Utah
law. Please tell us why you refer to Utah law when it appears that the
Company is
incorporated in the State of Nevada.
Item 15. Recent Sales of Unregistered Securities, page 44
13. Please disclose the issuance of 2,750,000 shares of restricted common
stock to consultants
on May 17, 2021 described on page F-24.
Signatures, page 52
14. Please disclose each capacity in which Mr. Campbell is signing the
registration statement
and clarify whether he is also signing the registration statement as
the principal accounting
officer. Refer to the signatures section of Form S-1.
Financial Statements
Statement of Operations, page F-4
15. Please separately present in the Statements of Operations revenues
from related parties for
all periods presented.
Gary Campbell
FirstName
Cytta Corp.LastNameGary Campbell
Comapany
July NameCytta Corp.
26, 2021
July 26,
Page 4 2021 Page 4
FirstName LastName
Note 3 - Summary of Significant Accounting Policies
Concentration of Credit Risk, page F-10
16. Please discuss your vulnerability due to certain customer
concentrations. We note on
page 10 that three customers, including a related party, accounted for
your total revenues
as of March 31, 2021.
Note 6 - Stockholders' Equity, page F-12
17. Please disclose the terms of the underlying agreement for the
technology that you acquired
from your CTO. Make clear how you accounted for its cost in the
financial statements.
We note that you issued 20 million shares valued at $.025 per share
for such technology as
disclosed hereunder and on page 48, and 9 million shares on January 2,
2019 (page 45).
Also refer to Exhibit 10.5 Memorandum of Addendum to Technology Access
Agreement
in connection with your response.
General
18. Please supplementally provide us with copies of all written
communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to
do so on your behalf,
present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or
not they retain copies of the communications.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
You may contact Kathryn Jacobson, Senior Staff Accountant, at (202)
551-3365 or
Robert Littlepage, Accounting Branch Chief, at (202) 551-3361 if you have
questions regarding
comments on the financial statements and related matters. Please contact
Priscilla Dao, Staff
Attorney, at (202) 551-5997 or Jeff Kauten, Staff Attorney, at (202) 551-3447
with any other
questions.
Sincerely,
Division of
Corporation Finance
Office of
Technology
cc: Lance Brunson