U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
(Mark One)
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For Fiscal Year Ended: September 30, 2009
OR
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from ______________ to ______________
Commission file number 333-139699
CYTTA CORP.
(Exact name of small business issuer as specified in its charter)
Nevada 98-0505761
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
905 Ventura Way, Mill Valley, CA 94941
(Address of principal executive offices) (Zip Code)
Registrant's telephone number: (415) 860-5192
Securities registered under Section 12(b) of the Act: None
Securities registered under Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. Yes [ ] No [X]
Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or 15(d) of the Exchange Act. Yes [X] No [ ]
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months
(or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
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 the "large accelerated filer," "accelerated filer,"
"non-accelerated filer", and "smaller reporting company" in Rule 12b-2 of the
Exchange Act. (Check one):
Large Accelerated Filer [ ] Accelerated Filer [ ]
Non-Accelerated Filer [ ] Smaller reporting company [X]
(Do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [ ] No [X]
As of January 8, 2010, there were 605,400,000 shares of the registrant's common
stock, par value $0.00001, issued and outstanding. Of these, 605,400,000 shares
are held by non-affiliates of the registrant. The market value of securities
held by non-affiliates was $242,160 on January 8, 2009.
DOCUMENTS INCORPORATED BY REFERENCE
Not Applicable
TABLE OF CONTENTS
Page
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Explanatory Note 3
PART IV
Item 15. Exhibits 4
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EXPLANATORY NOTE
This Amendment No. 1 on Form 10-K/A (this "Amendment") amends the Annual Report
on Form 10-K of Cytta Corp. (the "Company") for the fiscal year ended September
30, 2009, originally filed with the Securities and Exchange Commission (the
"SEC") on January 13, 2010 (the "Original Filing"). We are filing this Amendment
for the purpose of providing the information required by the Certifications
contained in EXHIBIT 31.1 / 31.2 of the exhibit list in Part IV to Form 10-K.
Further, in connection with the filing of this Amendment and pursuant to the
rules of the SEC, we are including certain currently dated certifications with
this Amendment.
Except as expressly set forth in this Amendment, we are not amending any other
part of the Original Filing. This Amendment continues to speak as of the date of
the Original Filing, and does not reflect events occurring after the filing of
the Original Filing or modify or update any related or other disclosures unless
expressly noted otherwise. Accordingly, this Amendment should be read in
conjunction with the Original Filing and with our other filings made with the
Securities and Exchange Commission subsequent to the filing of the Original
Filing, including any amendments to those filings. The filing of this Amendment
shall not be deemed an admission that the Original Filing when made included any
untrue statement of a material fact or omitted to state a material fact
necessary to make a statement not misleading.
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PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
EXHIBITS
The following Exhibits are being filed with this report on Form 10-K/A:
Exhibit SEC Report
No. Reference Number Description
--- ---------------- -----------
3.1 3.1 Articles of Incorporation of Registrant as
filed with the Nevada Secretary of State on
May 30, 2006 (1)
3.2 3.1 Amendment to the Articles of Incorporation of
Registrant as filed with the Nevada Secretary
of State on July 1, 2009 (2)
3.2 3.2 By-Laws of Registrant (1)
14.1 14.1 Code of Ethics (3)
21 21 List of Subsidiaries (4)
31.1/31.2 * Certification of Principal Executive and
Financial Officer, pursuant to SEC Rules
13a-14(a) and 15d-14(a), adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
32.1/32.2 * Certification of Chief Executive and Financial
Officer, pursuant to 18 U.S.C. Section 1350,
adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002**
- ----------
* Filed herewith.
** This certification is being furnished and shall not be deemed "filed" with
the SEC for purposes of Section 18 of the Exchange Act, or otherwise
subject to the liability of that section, and shall not be deemed to be
incorporated by reference into any filing under the Securities Act or the
Exchange Act, except to the extent that the Registrant specifically
incorporates it by reference.
(1) Filed with the Securities and Exchange Commission on December 28, 2006 as
an exhibit, numbered as indicated above, to the Registrant's registration
statement on the Registrant's Registration Statement on Form SB-2 (file no.
333-139699), which exhibit is incorporated herein by reference.
(2) Filed with the SEC on July 6, 2009 as an exhibit, numbered as indicated
above, to the Registrant's Current Report on Form 8-K (SEC File No.
333-139699), which exhibit is incorporated herein by reference.
(3) Filed with the Securities and Exchange Commission on December 27, 2007 as
an exhibit, numbered as indicated above, to the Registrant's Annual Report
on Form 10-KSB (file no. 333-139699), which exhibit is incorporated herein
by reference.
(4) Filed with the Securities and Exchange Commission on January 13, 2010 as
an exhibit, numbered as indicated above, to the Registrant's Annual Report
on Form 10-K (file no. 333-139699), which exhibit is incorporated herein
by reference.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, as amended, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
CYTTA CORP.
Dated: April 22, 2010 By: /s/ Stephen Spalding
---------------------------------------------
Stephen Spalding, Chief Executive Officer and
Chief Financial Officer
In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Stephen Spalding
- ----------------------------- Director, Chief Executive April 22, 2010
Stephen Spalding Officer and Chief Financial
Officer
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