UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended March 31, 2010
or
[ ] 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: 333-139669
CYTTA CORP.
(Exact name of Registrant as specified in its charter)
Nevada 98-0505761
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
905 Ventura Way, Mill Valley, CA 94941
(Address of principal executive offices)
(415) 860-5192
(Registrant's telephone number, including area code)
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the 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 [X] 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 (ss.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 [ ] 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 (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 May 13th, 2010, there were 1,014,616,666 shares of the issuer's common
stock, par value $0.00001, outstanding.
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
The accompanying unaudited financial statements have been prepared in accordance
with accounting principles generally accepted in the United States of America
and the rules of the Securities and Exchange Commission ("SEC"), and should be
read in conjunction with the audited financial statements and notes thereto
contained in the Company's September 30, 2009 Form 10-K filed with the SEC on
January 13, 2010. In the opinion of management, all adjustments, consisting of
normal recurring adjustments, necessary for a fair presentation of financial
position and the results of operations for the periods presented have been
reflected herein. The results of operations for the periods presented are not
necessarily indicative of the results to be expected for the full year.
2
CYTTA CORP.
(A Development Stage Company)
INTERIM FINANCIAL STATEMENTS
MARCH 31, 2010 and SEPTEMBER 30, 2009
(Unaudited)
Page
----
Balance Sheets as of March 31, 2010 (unaudited) and September 30, 2009 4
Interim Statements of Operations for the three months and six months
ended March 31, 2010 and 2009 (unaudited) and for the Period from
May 30, 2006 (inception) through March 31, 2010 (unaudited) 5
Interim Statements of Cash Flows for the six months ended March 31, 2010
and 2009 (unaudited) and for the Period from May 30, 2006 (inception)
through March 31, 2010 (unaudited) 6
Notes to Interim Financial Statements (unaudited) 7
3
Cytta Corp.
(A Development Stage Company)
Balance Sheets
As of As of
March 31, September 30,
2010 2009
--------- ---------
(Unaudited)
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ -- $ 136
--------- ---------
OTHER ASSETS
Prepaid fees and services 167,338 --
--------- ---------
Total Other Assets 167,338 --
--------- ---------
TOTAL ASSETS $ 167,338 $ 136
========= =========
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Accounts payable and accrued liabilities $ 7,517 $ 18,052
Due to related party (Note 5) -- 9,388
--------- ---------
TOTAL LIABILITIES 7,517 27,440
--------- ---------
STOCKHOLDERS' DEFICIT
Capital Stock (Note 3)
Authorized:
100,000,000 preferred shares, $0.001 par value
1,900,000,000 common shares, $0.00001 par value
Issued and outstanding shares:
958,616,666 common shares 9,586 6,054
Additional paid-in capital 407,854 199,456
56,000,000 common shares pending cancellation 560 560
Deficit accumulated during the development stage (258,179) (233,374)
--------- ---------
Total Stockholders' Deficit 159,821 (27,304)
--------- ---------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 167,338 $ 136
========= =========
The accompanying notes are an integral part of these financial statements
4
Cytta Corp.
(A Development Stage Company)
Interim Statements of Operations
(Unaudited)
Cumulative from
Inception
Three Months Ended March 31, Six Months Ended March 31, (May 30, 2006) to
----------------------------- ----------------------------- March 31,
2010 2009 2010 2009 2010
------------ ------------ ------------ ------------ ------------
REVENUES $ -- $ -- $ -- $ -- $ --
OPERATING EXPENSES
Professional fees 7,028 12,732 10,323 17,297 89,812
Management fees 7,662 -- 7,662 -- 7,662
General and administrative 6,505 2,561 6,673 2,935 43,977
Impairment of licensing agreement -- -- -- -- 116,581
------------ ------------ ------------ ------------ ------------
TOTAL OPERATING EXPENSES 21,195 15,293 24,658 20,232 258,032
OTHER INCOME (EXPENSE) (147) -- (147) -- (147.00)
PROVISION FOR INCOME TAXES (Note 4) -- -- -- -- --
------------ ------------ ------------ ------------ ------------
NET (LOSS) $ (21,342) $ (15,293) $ (24,805) $ (20,232) $ (258,179)
============ ============ ============ ============ ============
PER SHARE DATA:
Basic and diluted (loss) per
common share $ (0.00) $ (0.00) $ (0.00) $ (0.00)
------------ ------------ ------------ ------------
Weighted average number of
common shares outstanding 693,301,296 80,284,152 648,867,674 57,704,077
------------ ------------ ------------ ------------
The accompanying notes are an integral part of these financial statements
5
Cytta Corp.
(A Development Stage Company)
Interim Statements of Cash Flows
(Unaudited)
Cumulative from
Inception
Six Months Ended March 31, (May 30, 2006) to
----------------------------- March 31,
2010 2009 2010
--------- --------- ---------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ (24,805) $ (20,232) $(261,642)
Adjustments to reconcile net income (loss) to net
cash from operating activities:
Depreciation and amortization -- -- 3,419
Impairment of licensing agreement -- -- 116,581
Issuance of common stock for services and expenses -- -- 70
Expenses paid on Company's behalf by related party 16,092 -- 16,092
Changes in Operating Assets and Liabilities:
Accounts payable and accrued laibilities (4,085) (14,168) 5,404
Prepaid fees and services 12,662 -- --
--------- --------- ---------
NET CASH FROM OPERATING ACTIVITIES (136) (34,400) (120,076)
--------- --------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of capital stock -- -- 86,000
Advances from a related party -- -- 21,414
--------- --------- ---------
NET CASH FROM FINANCING ACTIVITIES -- -- 107,414
--------- --------- ---------
NET CHANGE IN CASH (136) (34,400) (12,662)
--------- --------- ---------
CASH AT BEGINNING 136 34,536 --
--------- --------- ---------
CASH AT END $ -- $ 136 $ (12,662)
========= ========= =========
SUPPLEMENTAL CASH FLOW DISCLOSURES
Cash paid for Interest $ -- $ -- $ --
========= ========= =========
Cash paid for Income Taxes $ -- $ -- $ --
========= ========= =========
NON-CASH INVESTING AND FINANCING ACTIVITIES
Common stock issued for fees and services $ 180,000 $ -- $ 180,000
========= ========= =========
Common stock issued for debt $ 31,930 $ -- $ 31,930
========= ========= =========
Common stock issued for licensing agreement $ -- $ -- $ 120,000
========= ========= =========
The accompanying notes are an intergral part of these financial statements
6
Cytta Corp.
(A Development Stage Company)
Notes to Interim Financial Statements
March 31, 2010 and September 30, 2009
(Unaudited)
NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS
Cytta Corp., (the "Company") was incorporated on May 30, 2006 under the laws of
the State of Nevada. It is located in Mill Valley, California. The accounting
and reporting policies of the Company conform to accounting principles generally
accepted in the United States of America, and the Company's fiscal year end is
September 30. Currently, the Company is a development stage company that intends
to manufacture, distribute and market various telephony based internet access
and computing products and services. To date, the Company's activities have been
limited to its formation and the raising of equity capital.
DEVELOPMENT STAGE COMPANY
The Company is considered to be in the development stage as defined in ASC
915-10-05 "Development Stage Entity".
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
USE OF ESTIMATES
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amount of revenues and expenses during
the reporting period. Actual results could differ from those estimates. The
Company's periodic filings with the Securities and Exchange Commission include,
where applicable, disclosures of estimates, assumptions, uncertainties and
markets that could affect the financial statements and future operations of the
Company.
CASH AND CASH EQUIVALENTS
Cash and cash equivalents include cash in banks, money market funds, and
certificates of term deposits with maturities of less than three months from
inception, which are readily convertible to known amounts of cash and which, in
the opinion of management, are subject to an insignificant risk of loss in
value. The Company had $-0- and $136 in cash and cash equivalents at March 31,
2010 and September 30, 2009 respectively.
7
Cytta Corp.
(A Development Stage Company)
Notes to Interim Financial Statements
March 31, 2010 and September 30, 2009
(Unaudited)
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
START-UP COSTS
In accordance with ASC 720-15-20, "Start-up Activities", the Company expenses
all costs incurred in connection with the start-up and organization of the
Company.
RISKS AND UNCERTAINTIES
The Company operates in the technology industry which is subject to significant
risks and uncertainties, including financial, operational, technological, and
other risks associated with operating a technology business, including the
potential risk of business failure.
CONCENTRATIONS OF CREDIT RISK
The Company's financial instruments that are exposed to concentrations of credit
risk primarily consist of its cash and cash equivalents and related party
payables it will likely incur in the near future. The Company places its cash
and cash equivalents with financial institutions of high credit worthiness. At
times, its cash and cash equivalents with a particular financial institution may
exceed any applicable government insurance limits. The Company's management
plans to assess the financial strength and credit worthiness of any parties to
which it extends funds, and as such, it believes that any associated credit risk
exposures are limited
EARNINGS (LOSS) PER SHARE OF COMMON STOCK
The Company has adopted ASC 260-10-20, "Earnings per Share," ("EPS") which
requires presentation of basic and diluted EPS on the face of the income
statement for all entities with complex capital structures and requires a
reconciliation of the numerator and denominator of the basic EPS computation to
the numerator and denominator of the diluted EPS computation. In the
accompanying financial statements, basic earnings (loss) per share is computed
by dividing net income (loss) by the weighted average number of shares of common
stock outstanding during the period.
The Company has no potentially dilutive securities, such as options or warrants,
currently issued and outstanding.
COMPREHENSIVE INCOME (LOSS)
ASC Topic No. 220, "Comprehensive Income", establishes standards for reporting
and display of comprehensive income and its components in a full set of
general-purpose financial statements. From inception (May 30, 2006) to March 31,
2010, the Company had no items of other comprehensive income. Therefore, net
loss equals comprehensive loss from inception (May 30, 2006) to March 31, 2010.
8
Cytta Corp.
(A Development Stage Company)
Notes to Interim Financial Statements
March 31, 2010 and September 30, 2009
(Unaudited)
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
RECENT ACCOUNTING PRONOUNCEMENTS
In June 2009, the FASB established the Accounting Standards Codification
("Codification" or "ASC") as the source of authoritative accounting principles
recognized by the FASB to be applied by nongovernmental entities in the
preparation of financial statements in accordance with generally accepted
accounting principles in the United States ("GAAP"). Rules and interpretive
releases of the Securities and Exchange Commission ("SEC") issued under
authority of federal securities laws are also sources of GAAP for SEC
registrants. Existing GAAP was not intended to be changed as a result of the
Codification, and accordingly the change did not impact our financial
statements. The ASC does change the way the guidance is organized and presented.
Statement of Financial Accounting Standards ("SFAS") No. 165 (ASC Topic 855),
"Subsequent Events" , SFAS No. 166 (ASC Topic 810), "Accounting for Transfers of
Financial Assets-an Amendment of FASB Statement No. 140" , SFAS No. 167 (ASC
Topic 810), "Amendments to FASB Interpretation No. 46(R)," and SFAS No. 168 (ASC
Topic 105), "The FASB Accounting Standards Codification and the Hierarchy of
Generally Accepted Accounting Principles- a replacement of FASB
Statement No. 162 were recently issued. SFAS No. 165, 166, 167, and 168 have no
current applicability to the Company or their effect on the financial statements
would not have been significant.
Accounting Standards Update ("ASU") ASU No. 2009-05 (ASC Topic 820), which
amends Fair Value Measurements and Disclosures - Overall, ASU No. 2009-13 (ASC
Topic 605), Multiple Deliverable Revenue Arrangements, ASU No. 2009-14 (ASC
Topic 985), Certain Revenue Arrangements that include Software Elements, and
various other ASU's No. 2009-2 through ASU No. 2009-15 which contain technical
corrections to existing guidance or affect guidance to specialized industries or
entities were recently issued. These updates have no current applicability to
the Company or their effect on the financial statements would not have been
significant.
NOTE 3 - CAPITAL STOCK
AUTHORIZED STOCK
At inception, the Company had authorized 100,000,000 common shares and
100,000,000 preferred shares, both with a par value of $0.001 per share. Each
common share entitles the holder to one vote, in person or proxy, on any matter
on which action of the stockholders of the corporation is sought.
Effective July 1, 2009, the Company increased the number of authorized shares to
2,000,000,000 shares, of which 1,900,000,000 shares are designated as common
stock with a par value of $0.00001 per share, and 100,000,000 shares are
designated as preferred stock with a par value of $0.001 per share.
9
Cytta Corp.
(A Development Stage Company)
Notes to Interim Financial Statements
March 31, 2010 and September 30, 2009
(Unaudited)
NOTE 3 - CAPITAL STOCK (continued)
SHARE ISSUANCE
On November 18, 2008, the Company effected a 4 for 1 forward split, of its
common stock, under which each stockholder of record, received 4 new shares of
the Corporation's stock for every one share outstanding.
On June 19, 2009, the Company effected a 20 for 1 forward split, of its common
stock, under which each stockholder of record on July 10, 2009, received 20 new
shares of the Corporation's stock for every one share outstanding.
Since its inception, the Company has issued outstanding shares of its common
stock as follows, retroactively adjusted to give effect to the cumulative 80 for
1 forward splits:
Price Per
Date Description Shares Share Amount
---- ----------- ------ ----- ------
06/30/06 Stock issued for cash 80,000,000 $0.0000625 $ 5,000
9/29/06 Stock issued for cash 160,000,000 0.000125 20,000
07/11/07 Stock issued for cash 244,000,000 0.00025 61,000
01/15/09 Stock issued for services 400,000 0.00005 20
03/09/09 Stock issued for services 1,000,000 0.00005 50
06/18/09 Stock issued for license 120,000,000 0.001 120,000
03/01/10 Stock issued for future services 100,000,000 0.0006 60,000
03/12/10 Stock issued for future services 200,000,000 0.0006 120,000
03/12/10 Stock issued for debt 53,216,666 0.0006 31,930
------------ --------
03/31/10 Cumulative Totals 958,616,666 $418,000
============ ========
In addition to the above shares, 56,000,000 shares are pending cancellation.
These shares were issued and subsequently cancelled when the merger with
Ophthalmic International, Inc. was rescinded. However, the physical certificate
was lost and thus it is being disclosed separately in our share capital. The
shares have legally been cancelled, but are still outstanding until the physical
certificate can be surrendered to our transfer agent. Management has placed a
stop with our transfer agent and will not permit these shares to be negotiated
or reissued.
There are no preferred shares outstanding. The Company has no stock option plan,
warrants or other dilutive securities.
10
Cytta Corp.
(A Development Stage Company)
Notes to Interim Financial Statements
March 31, 2010 and September 30, 2009
(Unaudited)
NOTE 4 - PROVISION FOR INCOME TAXES
The Company recognizes the tax effects of transactions in the year in which such
transactions enter into the determination of net income, regardless of when
reported for tax purposes. Deferred taxes are provided in the financial
statements under ASC 718-740-20 to give effect to the resulting temporary
differences which may arise from differences in the bases of fixed assets,
depreciation methods, allowances, and start-up costs based on the income taxes
expected to be payable in future years.
Development stage deferred tax assets arising as a result of net operating loss
carryforwards have been offset completely by a valuation allowance due to the
uncertainty of their utilization in future periods. Operating loss carryforwards
generated during the period from May 30, 2006 (date of inception) through March
31, 2010 of approximately $258,179 will begin to expire in 2026. Accordingly,
deferred tax assets of approximately $90,400 were offset by the valuation
allowance that increased by approximately $8,700 and $7,000 during the six
months ended March 31, 2010 and 2009, respectively.
The Company follows the provisions of uncertain tax positions as addressed in
ASC 740-10-65-1. The Company recognized approximately no increase in the
liability for unrecognized tax benefits. The Company has no tax position at
March 31, 2010 for which the ultimate deductibility is highly certain but for
which there is uncertainty about the timing of such deductibility. The Company
recognizes interest accrued related to unrecognized tax benefits in interest
expense and penalties in operating expenses. No such interest or penalties were
recognized during the periods presented. The Company had no accruals for
interest and penalties at March 31, 2010 and September 30, 2009. The Company's
utilization of any net operating loss carry forward may be unlikely as a result
of its intended development stage activities.
NOTE 5 - DUE TO RELATED PARTY
As of September 30, 2009, the Company was obligated to a stockholder, for a
non-interest bearing demand loan with a balance of $9,388. During the six months
ended March 31, 2010 the Company became obligated to the related party in the
amount of $25,480. The Company issued 42,466,666 shares of its $0.00001 par
value common stock in full settlement of this obligation.
11
Cytta Corp.
(A Development Stage Company)
Notes to Interim Financial Statements
March 31, 2010 and September 30, 2009
(Unaudited)
NOTE 6 - GOING CONCERN AND LIQUIDITY CONSIDERATIONS
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern, which contemplates the realization of
assets and the liquidation of liabilities in the normal course of business. As
at March 31, 2010, the Company has a loss from operations of $24,805, an
accumulated deficit of $258,179, and working capital deficiency of $7,517, and
has earned no revenues since inception. The Company intends to fund operations
through equity financing arrangements, which may be insufficient to fund its
capital expenditures, working capital and other cash requirements for the year
ending September 30, 2010.
The ability of the Company to emerge from the development stage is dependent
upon, among other things, obtaining additional financing to continue operations,
and development of its business plan.
In response to these problems, management intends to raise additional funds
through public or private placement offerings.
These factors, among others, raise substantial doubt about the Company's ability
to continue as a going concern. The accompanying financial statements do not
include any adjustments that might result from the outcome of this uncertainty.
NOTE 7 - SUBSEQUENT EVENTS
The Company has evaluated subsequent events from the balance sheet date through
the date of this report. There have been no reportable subsequent events.
12
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
FORWARD-LOOKING STATEMENTS
Except for historical information, this report contains forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. Such forward-looking
statements involve risks and uncertainties, including, among other things,
statements regarding our business strategy, future revenues and anticipated
costs and expenses. Such forward-looking statements include, among others, those
statements including the words "expects," "anticipates," "intends," "believes"
and similar language. Our actual results may differ significantly from those
projected in the forward-looking statements. Factors that might cause or
contribute to such differences include, but are not limited to, those discussed
herein as well as in the "Description of Business - Risk Factors" section in our
Annual Report on Form 10-K for the year ended September 30, 2009. You should
carefully review the risks described in our Annual Report and in other documents
we file from time to time with the Securities and Exchange Commission. You are
cautioned not to place undue reliance on the forward-looking statements, which
speak only as of the date of this report. We undertake no obligation to publicly
release any revisions to the forward-looking statements or reflect events or
circumstances after the date of this document.
Although we believe that the expectations reflected in these forward-looking
statements are based on reasonable assumptions, there are a number of risks and
uncertainties that could cause actual results to differ materially from such
forward-looking statements.
All references in this Form 10-Q to the "Company," "Cytta," "we," "us," or "our"
are to Cytta Corp.
RESULTS OF OPERATIONS
We are a development stage corporation. We have generated no revenues from our
business operations since inception (May 30, 2006) and have incurred $258,032 in
expenses through March 31, 2010.
The following table provides selected financial data about our company as of
March 31, 2010 and September 30th, 2009, respectively.
Balance Sheet Data March 31, 2010 September 30, 2009
- ------------------ -------------- ------------------
Cash and cash equivalents $ 0 $ 136
Total Assets $167,338 $ 136
Total Liabilities $ 7,517 $ 27,440
Shareholder Equity (Deficit) $159,821 $(27,304)
13
Net cash provided by financing activities since inception (May 30, 2006) through
March 31, 2010 was $107,414, being $86,000 raised from the sale of our common
stock and $21,414 from loans from a shareholder.
PLAN OF OPERATION
On June 18th, 2009, the Company entered into a Licensing Agreement with
Lifespan, Inc. Through a series of transactions and business developments
commencing in 2002, Lifespan had acquired the expertise and licenses to
manufacture, distribute and market various technology-based internet access and
computing products and services, consisting of internet access devices, related
software and hardware and a series of medical peripherals designed and adapted
to provide remote non-diagnostic monitoring of home based and remote patients.
Under the terms of the Agreement with Cytta, Lifespan granted the Company the
exclusive license to manufacture, sell, distribute, operate, sub-license and
market these internet access devices, products and services in the United
States. The Company plans to utilize the License to develop a model for the
internet access devices which can incorporate the numerous technology advances
which are currently available and is currently pursuing this avenue. In exchange
for the license, Lifespan has received 120,000,000 shares of the Company's
common stock, plus a license fee equal to one half of one percent (.5%) of the
net revenue derived from the sale and use of the products and services.
We have minimal operating costs and expenses at the present time due to our
limited business activities. However we anticipate significantly increasing our
activities as a result of the license acquisition. We have entered into certain
management and consulting contracts with our senior Officers and non affiliated
consultants who will be providing business services to the Company in the home
health care arena. Additionally, we will be required to raise significant
capital over the next twelve months, in connection with our operations resulting
from our license transactions. We do not currently engage in any product
research and development however the Company's license may cause us to engage in
research and development in the foreseeable future. We have no present plans to
purchase or sell any plant or significant equipment although we may have to
acquire some equipment related to the license transaction. We also have no
immediate plans to add employees, other than the current management and
consultants, although we may do so in the future as a result of the operations
related to the License acquisition.
LIQUIDITY AND CAPITAL RESOURCES
Our cash and cash equivalents balance as of March 31, 2010 was $0.
We are a development stage company and currently have no operations.
We do not have sufficient funds on hand to pursue our business objectives for
the near future or to commence operations without seeking additional funding. We
currently do not have a specific plan of how we will obtain such funding.
LOANS TO THE COMPANY
We have been receiving loans from a shareholder of the company to pay general
operating costs. As of March 31, 2010, we had no loans outstanding.
We have minimal operating costs and expenses at the present time due to our
limited business activities. Currently our operating activities in the home
healthcare arena are conducted by our senior Officers and engaged consultants We
will, however, be required to raise additional capital over the next twelve
months to meet our current administrative expenses and to develop our
14
operations. This financing may take the form of additional sales of our equity
or debt securities to, or loans from, stockholders, or from our sole officer and
director. There is no assurance that additional financing will be available from
these or other sources, or, if available, that it will be on terms favorable to
us.
GOING CONCERN
Our auditors have included an explanatory paragraph in their report on our
financial statements relating to the uncertainty of our business as a going
concern, due to our limited operating history, our lack of historical
profitability, and our limited funds. We believe that we will be able to raise
the required funds for operations and to achieve our business plan.
OFF-BALANCE SHEET ARRANGEMENTS
We have never entered into any off-balance sheet financing arrangements and have
not formed any special purpose entities. We have not guaranteed any debt or
commitments of other entities or entered into any options on non-financial
assets.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
ITEM 4T. CONTROLS AND PROCEDURES
EVALUATION OF OUR DISCLOSURE CONTROLS
Under the supervision and with the participation of our senior management,
including our chief executive officer and chief financial officer, Stephen
Spalding, we conducted an evaluation of the effectiveness of the design and
operation of our disclosure controls and procedures, as defined in Rules
13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), as of the end of the period covered by this quarterly
report (the "Evaluation Date"). Based on this evaluation, our chief executive
officer and chief financial officer concluded as of the Evaluation Date that our
disclosure controls and procedures were effective such that the information
relating to us, required to be disclosed in our Securities and Exchange
Commission ("SEC") reports (i) is recorded, processed, summarized and reported
within the time periods specified in SEC rules and forms, and (ii) is
accumulated and communicated to our management, including our chief executive
officer and chief financial officer, as appropriate to allow timely decisions
regarding required disclosure.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
There have been no changes in our internal control over financial reporting that
occurred during the quarter ended March 31, 2010 that have materially affected
or are reasonably likely to materially affect our internal control over
financial reporting.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
In the ordinary course of our business, we may from time to time become subject
to routine litigation or administrative proceedings which are incidental to our
business. We are not a party to nor are we aware of any existing, pending or
threatened lawsuits or other legal actions involving us.
15
ITEM 1A. RISK FACTORS
Not applicable.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
We issued the following equity securities during the quarter ended March 31,
2010.
In March 2010 we issued 100,000,000 shares of common stock at $0.0006 per share
(an aggregate of $60,000) in a transaction not involving a public offering under
Section 4(2) of the Securities Act of 1933, as amended, and Regulation D
thereunder, to Mr. Spalding an Officer and Director, pursuant to a management
contract.
In March 2010 we issued 50,000,000 shares of common stock at $0.0006 per share
(an aggregate of $30,000) in a transaction not involving a public offering under
Section 4(2) of the Securities Act of 1933, as amended, and Regulation D
thereunder, to Mr. Harz an Officer and Director pursuant, to a management
contract.
In March 2010 we issued 50,000,000 shares of common stock at $0.0006 per share
(an aggregate of $30,000) in a transaction not involving a public offering under
Section 4(2) of the Securities Act of 1933, as amended, and Regulation D
thereunder, to a company of which Mr. Campbell an Officer and Director is an
affiliate, pursuant to a management contract.
In March 2010 we issued 60,000,000 shares of common stock at $0.0006 per share
(an aggregate of $36,000) in a transaction not involving a public offering under
Section 4(2) of the Securities Act of 1933, as amended, and Regulation D
thereunder, to Mr. N. Warman, pursuant to a consulting contract.
In March 2010 we issued 40,000,000 shares of common stock at $0.0006 per share
(an aggregate of $24,000) in a transaction not involving a public offering under
Section 4(2) of the Securities Act of 1933, as amended, and Regulation D
thereunder, to Mr. R. Kamyszek, pursuant to a consulting contract.
In March 2010 we sold 23,216,666 shares of common stock at $0.0006 per share (an
aggregate of $13,930) in a transaction not involving a public offering under
Section 4(2) of the Securities Act of 1933, as amended, and Regulation D
thereunder, to certain accredited investors in repayment of outstanding
shareholder loans
In March 2010 we sold 19,250,000 shares of common stock at $0.0006 per share (an
aggregate of $11,550) in a transaction not involving a public offering under
Section 4(2) of the Securities Act of 1933, as amended, and Regulation D
thereunder, to certain accredited investors in repayment of outstanding
shareholder loans
In March 2010 we sold 10,750,000 shares of common stock at $0.0006 per share (an
aggregate of $6,450) in a transaction not involving a public offering under
Section 4(2) of the Securities Act of 1933, as amended, and Regulation D
thereunder, to a creditor in repayment of an outstanding liability
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
16
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5. OTHER INFORMATION
Not applicable.
ITEM 6. EXHIBITS
The following exhibits are included as part of this report:
Exhibit No. Description
- ----------- -----------
31.1/31.2 Rule 13(a)-14(a)/15(d)-14(a) Certification of Principal Executive and
Financial Officer
32.1/32.2 Rule 1350 Certification of Principal Executive and Financial Officer
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.
CYTTA CORP.
Dated: May 13, 2010
By: /s/ Stephen Spalding
----------------------------------------------
Stephen Spalding
CEO, Principal Executive and Financial Officer
17