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, 2011
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 (IRS Employer
of incorporation or organization) Identification No.)
Suite 101- 6490 West Desert Inn Road, Las Vegas Nevada 89146
(Address of principal executive offices)
(702) 307-1680
(Registrant's telephone number, including area code)
(Former name, former address and former fiscal year,
if changed since last report)
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 [X]
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 18th, 2011, there were 1,328,078,203 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, 2010 Form 10-K filed with the SEC on
January 13, 2011. 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)
Balance Sheets
March 31, September 30,
2011 2010
---------- ----------
(Unaudited) (Audited)
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 63,785 $ 19,927
Prepaid fees and services -- 51,935
---------- ----------
TOTAL CURRENT ASSETS 63,785 71,862
---------- ----------
PROPERTY AND EQUIPMENT, net 206 --
---------- ----------
TOTAL ASSETS $ 63,991 $ 71,862
========== ==========
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Accounts payable and accrued liabilities $ 7,982 $ 9,272
Due to related parties 99,032 53,026
---------- ----------
TOTAL LIABILITIES 107,014 62,298
---------- ----------
STOCKHOLDERS' DEFICIT
Authorized:
100,000,000 preferred shares, $0.001 par value
1,900,000,000 common shares, $0.00001 par value
Issued and outstanding shares:
1,328,078,203 and 1,078,078,203 common shares 12,721 10,221
Additional paid-in capital 812,219 489,719
Subscriptions payable 301,000 --
Common shares pending cancellation 560 560
Deficit accumulated during the development stage (1,169,523) (490,936)
---------- ----------
TOTAL STOCKHOLDERS' DEFICIT (43,023) 9,564
---------- ----------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 63,991 $ 71,862
========== ==========
3
CYTTA CORP.
(A Development Stage Company)
Statements of Operations
(Unaudited)
Cumulative from
Inception on
For the Three Months Ended For the Six Months Ended May 30, 2006 to
March 31, March 31, March 31,
2011 2010 2011 2010 2011
-------------- -------------- -------------- -------------- --------------
REVENUES $ -- $ -- $ -- $ -- $ --
OPERATING EXPENSES
Professional fees 40,028 7,028 80,703 10,323 217,210
Management fees 129,857 7,662 249,476 7,662 388,361
General and administrative 12,450 6,505 22,830 6,673 121,793
Impairment of licensing agreement -- -- 325,000 -- 441,581
-------------- -------------- -------------- -------------- --------------
TOTAL OPERATING EXPENSES 182,335 21,195 678,009 24,658 1,168,945
-------------- -------------- -------------- -------------- --------------
NET LOSS FROM OPERATIONS (182,335) (21,195) (678,009) (24,658) (1,168,945)
OTHER INCOME (EXPENSE)
Interest income 95 -- 133 -- 133
Interest expense (310) (147) (711) (147) (711)
-------------- -------------- -------------- -------------- --------------
TOTAL OTHER INCOME (EXPENSE) (215) (147) (578) (147) (578)
NET LOSS BEFORE TAXES (182,550) (21,342) (678,587) (24,805) (1,169,523)
-------------- -------------- -------------- -------------- --------------
Provision for income taxes -- -- -- -- --
NET LOSS $ (182,550) $ (21,342) $ (678,587) $ (24,805) $ (1,169,523)
============== ============== ============== ============== ==============
PER SHARE DATA:
Basic and diluted income (loss)
per common share $ (0.00) $ (0.00) $ (0.00) $ (0.00)
-------------- -------------- -------------- --------------
Weighted average number of
common shares outstanding 1,328,078,203 693,301,296 1,273,133,148 648,867,674
============== ============== ============== ==============
4
CYTTA CORP.
(A Development Stage Company)
Statements of Cash Flows
(Unaudited)
Cumulative from
Inception on
For the Six Months Ended May 30, 2006 to
March 31, March 31,
2011 2010 2011
------------ ------------ ------------
OPERATING ACTIVITIES
Net income (loss) $ (678,587) $ (24,805) $ (1,169,523)
Adjustments to reconcile net income (loss) to net
cash from operating activities:
Depreciation and amortization -- -- 3,419
Impairment of licensing agreement 325,000 -- 441,581
Issuance of common stock for services and expenses -- -- 187,570
Operating expenses paid on behalf of the Company
by a related party 198,500 16,092 253,892
Changes in Operating Assets and Liabilities:
Accounts payable and accrued laibilities (1,290) (4,085) 14,432
Prepaid fees and services 51,935 12,662 --
------------ ------------ ------------
NET CASH FROM OPERATING ACTIVITIES (104,442) (136) (268,629)
------------ ------------ ------------
INVESTING ACTIVITIES
Purchase of property and equipment (206) -- (206)
------------ ------------ ------------
NET CASH FROM INVESTING ACTIVITIES (206) -- (206)
------------ ------------ ------------
FINANCING ACTIVITIES
Common stock issued for cash -- -- 161,000
Proceeds from stock subscriptions payable 301,000 -- 301,000
Advances from related parties 5,600 -- 5,600
Repayment of advances from related parties (158,094) -- (134,980)
------------ ------------ ------------
NET CASH FROM FINANCING ACTIVITIES 148,506 -- 332,620
------------ ------------ ------------
NET CHANGE IN CASH 43,858 (136) 63,785
CASH AT BEGINNING OF PERIOD 19,927 136 --
------------ ------------ ------------
CASH AT END OF PERIOD $ 63,785 $ -- $ 63,785
============ ============ ============
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 $ 31,930
Common stock issued for debt -- 31,930 31,930
Common stock issued for licensing agreements $ 325,000 $ -- $ 445,000
5
CYTTA CORP.
(A Development Stage Company)
Condensed Notes to Financial Statements
March 31, 2011 and September 30, 2010
(Unaudited)
NOTE 1 - CONDENSED FINANCIAL STATEMENTS
The accompanying financial statements have been prepared by the Company without
audit. In the opinion of management, all adjustments (which include only normal
recurring adjustments) necessary to present fairly the financial position,
results of operations, and cash flows at March 31, 2011, and for all periods
presented herein, have been made.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with accounting principles generally accepted
in the United States of America have been condensed or omitted. It is suggested
that these condensed financial statements be read in conjunction with the
financial statements and notes thereto included in the Company's September 30,
2010 audited financial statements. The results of operations for the period
ended March 31, 2011 is not necessarily indicative of the operating results for
the full year.
NOTE 2 - GOING CONCERN
The Company's financial statements are prepared using generally accepted
accounting principles in the United States of America applicable to a going
concern which contemplates the realization of assets and liquidation of
liabilities in the normal course of business. The Company has not yet
established an ongoing source of revenues sufficient to cover its operating
costs and allow it to continue as a going concern. The ability of the Company to
continue as a going concern is dependent on the Company obtaining adequate
capital to fund operating losses until it becomes profitable. If the Company is
unable to obtain adequate capital, it could be forced to cease operations.
In order to continue as a going concern, the Company will need, among other
things, additional capital resources. Management's plan is to obtain such
resources for the Company by obtaining capital from management and significant
shareholders sufficient to meet its minimal operating expenses and seeking
equity and/or debt financing. However management cannot provide any assurances
that the Company will be successful in accomplishing any of its plans.
The ability of the Company to continue as a going concern is dependent upon its
ability to successfully accomplish the plans described in the preceding
paragraph and eventually secure other sources of financing and attain profitable
operations. The accompanying financial statements do not include any adjustments
that might be necessary if the Company is unable to continue as a going concern.
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 at the date of the financial statements and the reported amounts of
revenue and expenses during the reporting period. Actual results could differ
from those estimates.
RECENT ACCOUNTING PRONOUNCEMENTS
Below is a listing of the most recent accounting pronouncements issued since the
September 31, 2009 audited financial statements of the Company were released and
through February 18, 2011. The Company has evaluated these pronouncements and
does not expect their adoption to have a material impact on the Company's
financial position, or statements.
6
CYTTA CORP.
(A Development Stage Company)
Condensed Notes to Financial Statements
March 31, 2011 and September 30, 2010
(Unaudited)
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
RECENT ACCOUNTING PRONOUNCEMENTS (CONTINUED)
* Accounting Standards Update 2010-17 Revenue Recognition- Milestone
Method (Topic 605): Milestone Method of Revenue Recognition - a
consensus of the FASB emerging issues task force. Effective for fiscal
years on or after June 15, 2010.
* Accounting Standards Update 2010-12 Income Taxes (Topic 740):
Accounting for Certain Tax Effects of the 2010 Health Care Reform Acts
(SEC Update). Effective July 1, 2010.
* Accounting Standards Update 2010-11Derivatives and Hedging (Topic
815): Scope Exception Related to Embedded Credit Derivatives.
Effective July 1, 2010.
* Accounting Standards Update 2010-09 Subsequent Events (topic 855):
Amendments to Certain Recognition and Disclosure Requirements.
Effective July 1, 2010.
* Accounting Standards Update 2010-06 Fair Value Measurements and
Disclosures (Topic 820): Improving Disclosures about Fair Value
Measurements. Effective July 1, 2010.
* Accounting Standards Update 2010-05 Compensation-Stock Compensation
(Topic718): Escrowed share arrangements and the Presumption of
Compensation (SEC Update). Effective July 1, 2010.
* Accounting Standards Update 2010-04 (ASU 2010-04), Accounting for
Various Topics-Technical Corrections to SEC Paragraphs. Effective July
1, 2010.
NOTE 3 - ACQUISITION OF LICENSING AGREEMENT
On November 10th, 2010, the Company entered into an MVNO Mobile Virtual Network
Operator Agreement (herein "MVNO Agreement") with Vonify Inc of Toronto, Canada
and Georgetown, Grand Cayman Island, BWI (herein "Vonify") and MVNO Mobile
Virtual Network Operator Corp (herein "MVNO") of New Westminster, Canada for a
license to provide all the "Services" of the Vonify Network to third parties, in
the medical marketplace in the USA. The Vonify Network includes those integrated
mobile switching facilities, servers, cell sites, telecom and internet
connections, billing systems, validation systems, gateways, landline switches
and other related facilities used to provide the Services. The Services to be
marketed by Cytta are defined as wireless telecommunications services for the
Global System for Mobile (GSM) communications. In exchange for the MVNO
Agreement, Cytta issued 250,000,000 shares of the Company's common stock to
Vonify on November 10, 2010. This transaction will result in Vonify becoming a
greater than 10% shareholder of the Company. In connection with the transaction,
a controlling shareholder of Vonify became a Director of the Company.
Subsequent to the transaction, the Company determined the carrying value of the
licensing agreement to be less than the fair value of the asset. As such, in
accordance with ASC 350-30-35 the Company has determined the value of the asset
to be fully impaired as of December 31, 2010 and recognized $325,000 of
impairment expense during the six month period ended March 31, 2010.
NOTE 4 - RELATED PARTY NOTES PAYABLE
As of March 31, 2011 and September 30, 2010 the Company owed various related
parties $99,032 and $53,026, respectively. The notes are unsecured, bear no
interest and are due on demand.
7
CYTTA CORP.
(A Development Stage Company)
Condensed Notes to Financial Statements
March 31, 2011 and September 30, 2010
(Unaudited)
NOTE 5 - STOCKHOLDERS' EQUITY
Common Stock Issuances - During the period ended March 31, 2011, the Company's
Board of Directors resolved to issue 250,000,000 shares of common stock in a
non-monetary transaction to acquire a licensing agreement at $0.0013 per share.
Common Stock Subscriptions - During the period ended March 31, 2011 the Company
received $221,000 from related parties, and $80,000 from unrelated third parties
in exchange no less than 265,151,516 shares of common stock and no less than
2,100,000 convertible preferred shares to be issued at a future date. This
amount has been recorded as stock subscriptions in the Company's financial
statements. As of the date of this report, the Company has not satisfied its
subscriptions obligation through the issuance of shares of stock.
NOTE 6 - SUBSEQUENT EVENTS
Subsequent to March 31, 2011, the Company received $151,000 from unrelated third
parties in exchange no less than 151,000,000 warrants to purchase 151,000,000
shares of the Company's common stock at $0.01 per share. As of the date of this
report, the Company has not satisfied its subscriptions obligation through the
issuance of the shares of stock or warrants.
In accordance with ASC 855-10 the Company has evaluated all material subsequent
events from the balance sheet date through the date of this report. There have
been no other reportable subsequent events.
8
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 $1,169,523
in expenses through March 31, 2011.
The following table provides selected financial data about our company as of
March 31, 2011 and September 30th, 2010, respectively.
Balance Sheet Data March 31, 2011 September 30, 2010
------------------ -------------- ------------------
Cash and cash equivalents $ 63,785 $19,927
Total Assets $ 63,991 $71,862
Total Liabilities $107,014 $62,298
Shareholder Equity (Deficit) $(43,023) $ 9,564
Net cash used by operating activities since inception (May 30, 2006) through
March 31, 2011 was $332,620.
9
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 has been utilizing 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 their products and services. This
transaction is more fully described in our Current Report on Form 8-K filed with
the Securities and Exchange Commission on June 19, 2009.
On November 10th, 2010, the Company entered into an MVNO Mobile Virtual Network
Operator Agreement (herein "MVNO Agreement") with Vonify Inc of Toronto, Canada
and Georgetown, Grand Cayman Island, BWI (herein "Vonify") and MVNO Mobile
Virtual Network Operator Corp (herein "MVNO") of New Westminster, Canada for a
license to provide all the "Services" of the Vonify Network to third parties, in
the medical marketplace in the USA.
The Vonify Network includes those integrated mobile switching facilities,
servers, cell sites, telecom and internet connections, billing systems,
validation systems, gateways, landline switches and other related facilities
used to provide the Services. The Services to be marketed by Cytta are defined
as wireless telecommunications services for the Global System for Mobile (GSM)
communications.
In exchange for the MVNO Agreement, Cytta issued 250,000,000 shares of the
Company's common stock to Vonify Inc. This transaction resulted in Vonify Inc.
becoming a greater than 10% shareholder of the Company. Mr. William Becker, a
Director of the Company, is a controlling shareholder of Vonify Inc. This
transaction is more fully described in our Current Report on Form 8-K filed with
the Securities and Exchange Commission on November 29, 2010.
Since the acquisition of the Lifespan technology, and the rights to utilize the
Vonify cellular network through the MVNO Agreement, the Company developed a
remote medical monitoring model designed to deliver seamless, near real-time,
medical data transmission from home to Insurer. The Company's system was
designed to seamlessly collect the data generated by the home based medical
monitoring devices (such as blood pressure, scale, blood glucose, pulse oxygen
etc), utilizing Bluetooth connectivity. This medical data is seamlessly sent
from the medical device to the Company's Medical Smartphone, which is also
located in the home. The Company's Medical Smartphone, contains proprietary
programming, consisting of a "Firmware Client", which when installed on the
Cytta Medical Smartphone, automatically receives the medical data and utilizes
the Company's wireless telecommunication services, to transmit the data through
10
the cellular network to the Online Cytta Data repository. From the Online Cytta
Data repository the data can be automatically transmitted to the electronic
medical monitoring systems (EMR's) of the major Medical Groups (such as
Insurance Companies, Disease Management Companies, Health Delivery
Organizations, Health Plans, Home Health Agencies, Managed Care Organizations,
Medical Groups and IPAs) who have placed the systems in the homes of their
clients requiring remote monitoring. These Medical Groups contract with Cytta
and are responsible for placing the system in the homes of their clients who
require monitoring.
The Company has now finalized the testing of the Vonify network in the US
utilizing Vonify SIM cards installed on Nexus One android smartphones deployed
in various parts of the US. After comprehensive testing, the Cytta network was
found to be fully functional and compliant in regards to voice, data and SMS
connectivity. The network is suitable in all aspects for utilization by Cytta
for the movement of medical information gathered from Bluetooth enabled remote
medical monitoring devices. The Cytta Medical smartphones are also fully
functional voice, data and SMS cell phones.
The Company plans on incorporating medical monitoring devices to measure of
Blood Pressure, Glucose Values, Weight, PT/INR, ECG Rhythms, Respiration,
Temperature, Pulse, and Oxygen Saturation into the Cytta Ecosystem.
The Company and its development partners have now completed the development of
the proprietary Firmware Client and have installed the technology on several
Nexus One android smartphones. The testing of the combination Smartphone and
Firmware Client, which has collectively been described as the Cytta Medical
Smartphone, with the blood pressure, weight scale, pulse/oximetry and blood
glucose devices has been completed and are all functioning seamlessly.
The Company is now completing the development of the `Online Data Presentation
Screens" to represent the data captured by the system for its potential clients.
Upon completion of the Online Data Presentation Screens and acquisition and
programming of a supply of suitable android smartphones, the Company will begin
installing the complete Cytta Ecosystems in several test locations in the US,
with potential Medical Group clients wishing to utilize and or participate in
the Company's "medical monitoring ecosystem'. Upon conclusion of testing, the
Company will begin its deployment of its systems and commence operations as a
Medical Health Service Provider (MHSP).
The Company's integrated and completely autonomous system provides numerous
advantages over current systems, as well as a pricing structure designed to
generate a positive return on investment (ROI) for the Medical Groups utilizing
the system. To this end the Company is currently demonstrating the system to
numerous potential device manufacturing partners and
Cytta currently has minimal operating costs and expenses at the present time due
to our relatively new business activities. However we anticipate significantly
increasing our activities as a result of the MVNO Agreement. 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 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 marketing Agreements. We do not currently engage
in any product research and development however the Company's marketing
11
Agreements 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 will have to acquire some equipment related to the
marketing Agreements. 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 marketing Agreements.
LIQUIDITY AND CAPITAL RESOURCES
Our cash and cash equivalents balance as of March 31, 2011 was $63,785.
We are a development stage company and currently have limited marketing
operations.
We do not have sufficient funds on hand to pursue our business objectives for
the near future or to commence full scale 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 shareholders of the company to pay general
operating costs. As of March 31, 2011, we had $99,032 in 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
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
operations. This financing may take the form of additional sales of our equity
or debt securities to, or loans from, stockholders, or from our officers and
directors or other individuals. 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
12
(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, 2011 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.
ITEM 1A. RISK FACTORS
Not applicable.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5. OTHER INFORMATION
None.
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
13
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 19th, 2011
By: /s/ Stephen Spalding
-----------------------------------
Stephen Spalding
CEO, Principal Executive and
Financial Officer
14