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EX-31.1 - CEO SECTION 302 CERTIFICATION - CYTTA CORP.ex31-1.txt
EX-31.2 - CFO SECTION 302 CERTIFICATION - CYTTA CORP.ex31-2.txt
EX-32.1 - CEO SECTION 906 CERTIFICATION - CYTTA CORP.ex32-1.txt
EX-32.2 - CFO SECTION 906 CERTIFICATION - CYTTA CORP.ex32-2.txt

                                  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 December 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                                 (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)

                     905 Ventura Way, Mill Valley, CA 94941
              (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 February  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 December 31, September 30, 2010 2010 -------- -------- ASSETS CURRENT ASSETS Cash and cash equivalents $171,493 $ 19,927 Prepaid fees and services 21,935 51,935 -------- -------- TOTAL CURRENT ASSETS 193,428 71,862 -------- -------- TOTAL ASSETS $193,428 $ 71,862 ======== ======== LIABILITIES AND STOCKHOLDERS' DEFICIT CURRENT LIABILITIES Accounts payable and accrued liabilities $ 6,989 $ 9,272 Due to related parties 61,912 53,026 -------- -------- TOTAL LIABILITIES 68,901 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 286,000 -- Common shares pending cancellation 560 560 Deficit accumulated during the development stage (986,973) (490,936) -------- -------- TOTAL STOCKHOLDERS' DEFICIT 124,527 9,564 -------- -------- TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $193,428 $ 71,862 ======== ======== 3
CYTTA CORP. (A Development Stage Company) Statements of Operations Cumulative from Inception on For the Three Months Ended May 30, 2006 to December 31, December 31, 2010 2009 2010 -------------- -------------- -------------- REVENUES $ -- $ -- $ -- OPERATING EXPENSES Professional fees 40,675 3,295 177,182 Management fees 119,619 -- 258,504 General and administrative 10,379 168 109,342 Impairment of licensing agreement 325,000 -- 441,581 -------------- -------------- -------------- Total Operating Expenses 495,673 3,463 986,609 -------------- -------------- -------------- NET LOSS FROM OPERATIONS (495,673) (3,463) (986,609) OTHER INCOME (EXPENSE) Interest income 38 -- 38 Interest expense (402) -- (402) -------------- -------------- -------------- Total Other Income (Expense) (364) -- (364) -------------- -------------- -------------- NET LOSS BEFORE TAXES (496,037) (3,463) (986,973) -------------- -------------- -------------- Provision for income taxes -- -- -- NET LOSS $ (496,037) $ (3,463) $ (986,973) ============== ============== ============== PER SHARE DATA: Basic and diluted income (loss) per common share $ (0.00) $ (0.00) -------------- -------------- Weighted average number of common shares outstanding 1,219,382,551 605,400,000 ============== ============== 4
CYTTA CORP. (A Development Stage Company) Statements of Cash Flows Cumulative from Inception on For the Three Months Ended May 30, 2006 to December 31, December 31, 2010 2009 2010 ---------- ---------- ---------- CASH FLOWS FROM OPERATING ACTIVITIES Net income (loss) $ (496,037) $ (3,463) $ (986,973) 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 101,000 -- 156,392 Changes in Operating Assets and Liabilities: Accounts payable and accrued laibilities (2,283) (8,563) 13,439 Prepaid fees and services 30,000 -- (21,935) ---------- ---------- ---------- Net cash from operating activities (42,320) (12,026) (206,507) ---------- ---------- ---------- CASH FLOWS FROM FINANCING ACTIVITIES Common stock issued for cash -- -- 161,000 Proceeds from stock subscriptions payable 286,000 -- 286,000 Advances from related parties 5,600 12,026 28,714 Repayment of advances from related parties (97,714) -- (97,714) - ---------- ---------- Net cash from financing activities 193,886 12,026 378,000 ---------- ---------- ---------- NET CHANGE IN CASH 151,566 -- 171,493 CASH AT BEGINNING OF PERIOD 19,927 136 -- ---------- ---------- ---------- CASH AT END OF PERIOD $ 171,493 $ 136 $ 171,493 ========== ========== ========== SUPPLEMENTAL CASH FLOW DISCLOSURES Cash paid for interest $ -- $ -- $ -- Cash paid for income taxes $ -- $ -- $ -- NON-CASH INVESTING AND FINANCING ACTIVITIES Common stock issued for debt $ -- $ -- $ 31,930 Common stock issued for licensing agreements $ 325,000 $ -- $ 445,000 5
CYTTA CORP. (A Development Stage Company) Condensed Notes to Financial Statements December 31, 2010 and September 30, 2010 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 December 31, 2010, 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 December 31, 2010 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. 6
CYTTA CORP. (A Development Stage Company) Condensed Notes to Financial Statements December 31, 2010 and September 30, 2010 NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) 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. * 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 that the asset is fully impaired and has been written down to zero as of December 31, 2010. 7
CYTTA CORP. (A Development Stage Company) Condensed Notes to Financial Statements December 31, 2010 and September 30, 2010 NOTE 4 - RELATED PARTY NOTES PAYABLE As of December 31, 2010 and September 30, 2010 the Company owed various related parties $61,912 and $53,026, respectively. The notes are unsecured, bear no interest and are due on demand. NOTE 5 - STOCKHOLDERS' EQUITY Common Stock Issuances - During the period ended December 31, 2010, 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 December 31, 2010 the Company received $221,000 from related parties, and $65,000 from unrelated third parties in exchange for the issuance of no less than 265,151,516 shares of common stock at a future date. This amount has been recorded as a common stock subscription 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 common stock. NOTE 6 - SUBSEQUENT EVENTS 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 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 $986,973 in expenses through December 31, 2010. The following table provides selected financial data about our company as of December 31, 2010 and September 30th, 2010, respectively. Balance Sheet Data December 31, 2010 September 30, 2010 ------------------ ----------------- ------------------ Cash and cash equivalents $171,493 $ 19,927 Total Assets $193,428 $ 71,862 Total Liabilities $ 68,901 $ 62,298 Shareholder Equity (Deficit) $124,527 $ 9,564 Net cash used by operating activities since inception (May 30, 2006) through December 31, 2010 was $206,507. 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 (6,000,000 pre-split) 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 has developed a remote medical monitoring model designed to deliver seamless, near real-time, medical data transmission from home to Insurer. The Company's system seamlessly collects 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 which automatically receives the medical data and utilizes the Company's wireless telecommunication services, to transmit the data through the cellular network. 10
The Data is 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 Company is working 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 Cytta Medical smartphones are also fully functional voice, data and SMS cell phones. 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. Cytta is best described as a Medical Health Service Provider (MHSP). To this end the Company is currently demonstrating the system to numerous potential device manufacturing partners and Medical Group clients wishing to utilize and or participate in the Company's "medical monitoring ecosystem'. 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 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 December 31, 2010 was $171,493. 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. 11
LOANS TO THE COMPANY We have been receiving loans from shareholders of the company to pay general operating costs. As of December 31, 2010, we had $61,912 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 (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 December 31, 2010 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting. 12
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 During the quarter ended December 31, 2010, the Company sold securities that were not registered under the Securities Act of 1933 as follows: The Company issued 250,000,000 of its $0.00001 par value common stock for the acquisition of the MVNO License in reliance upon the exemption from registration contained in Section 4(2) of the Securities Act of 1933, as amended. The Company did not engage in any general solicitation or advertising. The Company issued the stock certificates and affixed the appropriate legends to the restricted stock. None of the transactions involved any underwriters or underwriting discounts. All of the purchasers were deemed to be sophisticated financially and with regard to an investment in our securities. 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: February 18, 2010 By: /s/ Stephen Spalding ---------------------------------------------- Stephen Spalding CEO, Principal Executive and Financial Officer 14