SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10 – Q
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2013
o 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
(Exact name of Registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization)
(IRS Employer Identification No.)
6490 West Desert Inn Road, Suite 101, Las Vegas Nevada 89146
(Address of principal executive offices)
(Registrants 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 o
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 (§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 o 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 o
Accelerated filer o
Non-accelerated filer o
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 o No x
As of August 7th, 2013, there were 12,630,489 (3,789,146,700 pre-split) shares of the issuers common stock, par value $0.001 ($0.00001 pre-split), outstanding.
PART I FINANCIAL INFORMATION
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, 2012 Form 10-K filed with the SEC on December 26, 2012. 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.
Condensed Balance Sheets
Cash and cash equivalents
Accrued interest receivable
Total Current Assets
MVNO License-net of amortization
Software license-net of amortization
Collateralized loan to shareholder
Computers-net of depreciation
Total Other Assets
LIABILITIES AND STOCKHOLDERS' DEFICIT
Accounts payable and accrued liabilities
Due to related parties
100,000,000 shares authorized, $0.001 par value
933,350 and 15,651,536 issued
Additional paid-in capital - preferred
100,000,000 shares, $0.00001 par value
12,630,489 and 5,566,927 common shares
Additional paid-in capital - common
Common shares pending cancellation
Total Stockholders' Equity
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT
Condensed Statements of Operations
For the Three Months Ended
For the Nine Months Ended
Cost of Goods Sold
General and administrative
Total Operating Expenses
NET LOSS FROM OPERATIONS
OTHER INCOME (EXPENSE)
Total Other Income (Expense)
NET LOSS BEFORE TAXES
Provision for income taxes
PER SHARE DATA:
Basic and diluted income
(loss) per common share
Weighted average number of
common shares outstanding
Condensed Statements of Cash Flows
For the Nine Months Ended
Net income (loss)
Adjustments to reconcile net income (loss) to net
cash from operating activities:
Depreciation and amortization
Issuance of preferred stock
for services and expenses
Issuance of common stock
for services and expenses
Changes in Operating Assets and Liabilities:
Accounts payable and accrued liabilities
Accrued interest receivable
Net cash from operating activities
Collateralized loan to shareholder
Purchase of property and equipment
Net cash from investing activities
Preferred stock issued for cash
Common stock issued for cash
Proceeds from stock subscriptions payable
Advances from related parties
Repayment of advances from related parties
Net cash from financing activities
NET CHANGE IN CASH
CASH AT BEGINNING OF PERIOD
CASH AT END OF PERIOD
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
Common stock issued for licensing agreements
Condensed Notes to Financial Statements
June 30, 2013 and September 30, 2012
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 June 30, 2013, 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, 2012 audited financial statements. The results of operations for the period ended June 30, 2013 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 3 - 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.
The following have been added to United States generally accepted accounting standards.
Intangibles Goodwill and Other (Topic 350) issued September 15, 2011.
The amendments in this will allow an entity to first assess qualitative factors to determine whether it is necessary to perform the two-step quantitative goodwill impairment test. Under these amendments, an entity would not be required to calculate the fair value of a reporting unit unless the entity determines, based on a qualitative assessment, that it is more likely than not that its fair value is less than its carrying amount. The amendments include a number of events and circumstances for an entity to consider in conducting the qualitative assessment.
Compensation-Retirement Benefits-Multiemployer Plans (Subtopic 715-80) issued September 21, 2011.
This amendment requires additional disclosures about an employers participation in a multiemployer plan.
Property, Plant and Equipment (Topic 360) issued December 14, 2011
These amendments resolve the diversity in practice about whether the guidance in Subtopic 360-20, Property, Plant, and Equipment-Real Estate Sales, applies to a parent that ceases to have a controlling financial interest (as described in Subtopic 810-10, Consolidation-Overall) in a subsidiary that is in substance real estate as a result of default on the subsidiarys nonrecourse debt. This change does not address whether the guidance in Subtopic 360-20 would apply to other circumstances when a parent ceases to have a controlling financial interest in a subsidiary that is in substance real estate.
Balance Sheet (Topic 210) issued December 16, 2011
This change provides enhanced disclosures that will enable users of its financial statements to evaluate the effect or potential effect of netting arrangements on an entitys financial position. This includes the effect or potential effect of rights of setoff associated with an entitys recognized assets and recognized liabilities within the scope of this amendment. The amendment requires enhance disclosures by requiring improved information about financial instruments and derivative instruments that are wither (1) offset in accordance with wither Section 210-20-45 or Section 815-10-45 or (2) subject to an enforceable master netting arrangement or similar agreement, irrespective of whether they are offset in accordance with wither Section 210-20-45 or Section 815-10-45.
Comprehensive Income (Topic 210) issued December 23, 2011
This change pushes back some of the previous changes to comprehensive income until the Board can decide on presentation policies for presentation requirements for reclassifications out of accumulated other comprehensive income for annual and interim financial statements for public, private, and non-profit entities.
Health Care Entities (Topic 954) issued July 24, 2012
This amendment is to clarify the reporting for refundable advance fees received by continuing care retirement communities.
Intangibles Goodwill and Other (Topic 350) issued July 27, 2012
These amendments will allow an entity to first assess qualitative factors t determine whether it is necessary to perform a quantitative impairment test. Under these amendments, an entity would not be required to calculate the fair value of an indefinite-lived intangible asset unless the entity determines, based on qualitative assessment, that it is not more likely than not, the indefinite-lived intangible asset is impaired. The amendments include a number of events and circumstances for an entity to consider in conducting the qualitative assessment.
None of these new standards have a direct effect on the quarterly financial statements.
NOTE 4 - RELATED PARTY NOTES PAYABLE
As of June 30, 2013 and September 30, 2012 the Company owed various related parties $992,960 and $660,532 respectively. The notes are unsecured, bear no interest and are due on demand.
NOTE 5 - STOCKHOLDERS' EQUITY
In November 2012 the Company increased the number of authorized common to 3,900,000,000 pre split shares. During the nine months ended June 30, 2013 the company issued 496,000,000 pre-split common shares for $431,663 in subscriptions, 193,000,000 pre-split common shares for $173,893 in services, and converted 14,718,186 preferred shares into 1,471,818,600 pre-split common shares
As of April 9, 2013 the Company reverse split its common shares 1 for 300 reducing the number of authorized common shares to 13,000,000. All common stock disclosures appearing in the accompanying financial statements have been retroactively restated to reflect the reverse split of shares. The Company increased the number of authorized common shares to 100,000,000 with a $0.001 par value.
During May 2013 the Company received $55,000 in common stock subscriptions
NOTE 6 - SUBSEQUENT EVENTS
Since June 30, 2013 the Company has received $22,950 in common stock subscriptions. 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.
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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, 2012. 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 an early stage corporation. We have generated $2,600 in revenues from our business operations since September 30, 2012 and have incurred $172,325 in expenses this quarter.
The following table provides selected financial data about our Company as of June 30, 2013 and September 30th, 2012, respectively.
Balance Sheet Data
June 30, 2013
September 30, 2012
Cash and cash equivalents
Shareholder Equity (Deficit)
Net cash used in operating activities during the quarter was $174,319
Plan of Operation
Cyttas technology called Cytta Connect TM is the worlds first open source Special Purpose Medical Network. Our unique and proprietary system allows us to connect all forms of Bluetooth enabled monitoring devices (FDA and Non FDA) seamlessly through an Android Smartphone (or a WiFi network) and deliver the data in real-time to a cloud based data repository and from there to the medical groups HIPAA compliant servers and which can easily be customized to our clients requirements.
The Cytta Connect TM system is a cost effective system that works with any manufacturers off the shelf Bluetooth enabled monitoring device and any Android Smartphone provisioned with the Cytta platform. The Cytta Connect system works seamlessly everywhere there is cellular service or WiFi. Cytta Connect is currently implementing systems to monitor, COPD, Asthma, Diabetes, Hypertension and Obesity as well as several major causes of hospital readmission
On June 18th, 2009, the Company entered into a Licensing Agreement with Lifespan, Inc. a Nevada Corporation. 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 and telephony based 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 patient monitoring (RPM) of home based and remote patients.
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 (MVNO Corp.) a company owned and controlled by Mr. Gary Campbell an Officer and Director and controlling shareholder of Cytta for a license to provide all the Services of the Vonify Network to third parties, in the medical marketplace in the USA as a Special Purpose Medical Network. Cytta may only resell Services to third parties who are also End Users and such third parties may not further resell the Services. Cytta is expressly permitted to use and develop their own applications and programming for the phones and may develop and utilize applications which require modification of the native or core programming of the Smartphones provided it does not have a deleterious effect upon the Network.
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. Vonify operates the network utilizing the C & F Block Spectrum Licenses and associated roaming agreements and all the land, towers and antennas along with the associated network agreements.
Pursuant to Cyttas MVNO agreement with Vonify, the Services to be marketed by Cytta are defined as wireless telecommunications services for the Global System for Mobile (GSM) communications. The Company is fully utilizing the Vonify network in the US and utilizing Vonify SIM cards installed on numerous brands of android smartphones and tablets deployed in various parts of the US. The Vonify network is 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, health and wellness information gathered from Bluetooth enabled remote medical monitoring devices. The Cytta Connect TM Medical smartphones and tablets are also fully functional voice, data and SMS cell phones.
On January 25th, 2012, the Companys Board ratified an executed Wireless Data Machine to Machine (M2M) Communications Agreement with ATT Mobility II, LLC on behalf of its affiliates AT&T or AT&T Mobility (herein AT&T) pursuant to the terms of which Cytta agrees to purchase from AT&T and AT&T agrees to sell to Cytta wireless service for use in machine to machine communications on AT&Ts Wireless Data Network. Through AT&T, Cytta can offer a nationwide Data GSM/GPRS footprint across 100 percent of the AT&T service area. GSM also provides global compatibility resulting in more international roaming potential. Cytta has currently activated its first AT&T SIMs through its VPN and has distributed the first SIMs to evaluate their market potential. Additional setup, activation and details are currently being explored between the parties. This transaction is more fully described in our Current Report on Form 8-K filed with the Securities and Exchange Commission on January 31st, 2012.
Since the acquisition of the Lifespan technology, and the rights to utilize the Vonify Wireless Network through the Vonify MVNO Agreement, and the AT&T Data MVNO agreement, and the Agreements with the medical device manufacturers, the Company has now completed the development of a remote medical monitoring model or remote patient monitoring (RPM) system designed to deliver seamless, near real-time, medical data transmission from home to Insurer/Provider. The Companys system seamlessly collects the data generated by the portable or home based medical monitoring devices (such as blood pressure, scale, blood glucose, pulse oxygen etc.), utilizing Bluetooth connectivity. This medical data is sent via Bluetooth from the medical device to the Companys Medical Smartphone, which is also located in the home and/or held by the patient.
The Companys Medical Smartphone, contains proprietary device resident or native programming, consisting of a Firmware Client or Super App developed by Connected Health Pte. Ltd. in conjunction with the Cytta Special Purpose Network and which is licensed to Cytta pursuant to the July 14th, 2011 License Agreement. This application for the phones is designed to automatically receive Bluetooth data and perform autonomous control and connectivity functions utilizing the voice, data and SMS capability of the Smartphone or tablet. The various health monitoring connectivity solutions, which when installed on the Cytta Medical Smartphone, automatically receives the medical data and utilizes the Companys wireless telecommunication services, to transmit the data through the cellular network (or an existing WiFi network) to Cyttas proprietary online or Cloud based Cytta Data repository Dashboard called the Instant EMRTM.
From the Online or Cloud based Cytta Data repository Dashboard or Instant EMRTM, the data can be utilized as part of the electronic medical monitoring systems (EMRs) 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 patient monitoring. These Medical Groups contract with Cytta and are responsible for installing, monitoring and financing the system in the homes of their clients who require monitoring.
The Company has currently entered into agreements with respected medical device manufacturers A&D Medical, Nonin Medical, ForaCare, and Entra Health, which have allowed Cytta to design our ecosystem to incorporate their double FDA approved medical monitoring devices to for measurement of Blood Pressure, Glucose Values, Weight, Temperature, Pulse, and Oxygen Saturation. The Company is now capable of adding any Bluetooth remote monitoring device to the Cytta Connect ecosystem whether FDA approved or Non FDA approved and is currently working to add PT/INR, ECG Rhythms, Respiration, and a personal emergency response system (PERS) into the Cytta Ecosystem.
The Company has now completed the integration of the proprietary Firmware Client with other elements of the system and has installed the technology on several Nexus One, HTC My Touch, HTC Wildfire, HTC Sense, Sony Xperia android smartphones as well as with the Samsung and HTC tablets. The testing and integration of the combination Smartphone/tablets and Firmware Client, which has collectively been described as the Cytta Medical Smartphone or the Cytta Medical Tablet, with the double FDA blood pressure, weight scale, pulse/oximetry and blood glucose devices, has been completed and are all functioning seamlessly. The Company has completed the development of the relational data base and the GUI developed therefrom consisting of Online Data Presentation Screens Dashboard or Instant EMRTM to represent the data captured by the system for its clients.
The Company began its first trial installations of the complete Cytta Ecosystems in September 2011 in the US, with two Medical Group clients wishing to utilize and or participate in the Companys medical monitoring ecosystem. In March 2012 the Company commenced its first major installation and product evaluation with a major medical Insurance Co/Payor. The Company also delivered its second round of orders to its first two medical group clients and has received notice of upcoming further installations.
Upon successful conclusion of the Insurance co/Payor Pilot Program evaluation, the Company planned to begin full deployment of its systems and commence operations as a Medical Health Service Provider (MHSP). In November 2012 the Company received the 6 Month Pilot Program Whitepaper dated September 30, 2012 independently prepared by the major medical Insurance Co/Payor with whom the Pilot program was conducted. The conclusions of their Independent Whitepaper stated,
This trial demonstrated the ability to significantly reduce costs for high risk patients through use of the CYTTA Connect Ecosystem. The trial demonstrated the ability to quickly achieve cost savings, decrease resource utilization, improve care coordination, and increase adherence to evidence based guidelines. Adherence to evidence based guidelines is increasingly important as CMS 5 STAR ratings garner importance.
Care costs were reduced on average by $11,078 [or $1,846 per member per month] for each trial participant. This trial did not specifically address long term cost of care. However, these patients were selected for the inabilities of the existing healthcare system and care coordination programs to cost effectively address their short or long term healthcare needs. One trial participant noted he realized more value and benefit in 2 months of trial participation compared to his previous 17 months of participation in the best available care coordination services. A quite handsome return on investment is present if the care coordination system is priced at less than $2,000 per year.
Summary of Trial results
Last 90 days of trial
Total Cost Savings
Cost Savings per Member over 6 months
Cost savings per Member per month (PM/PM)
This trial also demonstrated that home biometric monitoring using the CYTTA Connect Ecosystem can be easily introduced, dispensed and utilized in the home setting. Care team training was easily completed. CYTTA Connect was easy for patients and care coordinators to learn and effectively use. Technical troubleshooting was prompt and effective.
Improved patient engagement and ability to self-manage care will become increasingly important and require new resource allocation because CMS will soon require Stage II Readiness participation. Through repeated collection and review of biometric data patients learn how to titrate medications and adjust behaviors to achieve target goals which is a cornerstone of CMS 5 STAR performance and CMS Stage II Readiness. Patients and the care coordination team are prompted by alerts to evaluate and to intervene in real time. This produces a patient who is more engaged and prospectively aware of how they must modify behaviors and medications to meet target metrics through self-management. Additionally, improved achievement of target metrics produces significant provider and care team satisfaction. Efforts of both become both more effective and more efficient.
Effective use of the CYTTA Connect Ecosystem requires the managing physicians to develop and communicate care plans and standing orders to adjust medications to achieve target goal. Too often the goals of care and associated care plans including medication administration are poorly communicated or not present. Patients travel through various sites of service and levels of care without a clear understanding of the expected behaviors and medication usage to be executed in the home setting. CYTTA Connect in conjunction with care coordination resolves this deficit and allows for care plan and medication revision as the patient disease processes change in the home environment. Through repeated measurement and with focused care coordination the patient learns how to better manage their health care needs. This produces a patient who is more engaged and prospectively aware of how they must modify behaviors and medications to meet target metrics. This also produces a more satisfied patient, physician, and care coordination team.
This trial discovered patients view CYTTA Connect and remote telemonitoring as a special benefit to patients who are encouraged to retain their relationship with Heritage to continue to access and build their personal health database. Patients develop a special relationship with their care coordination team. The patients viewed CYTTA Connect and care coordination activities as a value rather than an intrusion because information and advice generated by the trial were specific to the patient and time sensitive.
This trial enabled physicians and care coordinators to more effectively manage a larger number of patients. Current care coordination ratios can be expanded by 20% using biometric remote telemonitoring through reduced telephone tag and elimination of unfocused, subjective, generic discussions with patients. Instead specific biometric data, medication usage, review of the active care plan, and comparison to target metrics produces a focused discussion. Patients and care coordinators are taught through rapid cycle improvement to Plan, Do, Study, and ACT. Barriers to successful self-management are identified and addressed. Patients now learn how to revise and update their care management in the home setting rather than a physician office, emergency or hospital room followed by an attempt to translate and implement the care plan in their home setting upon discharge. Patient contacts have become value oriented with immediate return on investment to the care coordinators and patient.
As can be seen from the above conclusion, the Companys integrated and completely autonomous system provides numerous advantages over current monitoring 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 has been demonstrating and actively marketing the Cytta Connect TM system to numerous Medical Group clients wishing to utilize and or participate in the Companys medical monitoring ecosystem. Cytta currently has one executed transaction with a medical group. Cytta, MHIMS and the company are currently defining participants, engaging and training staff, and providing the extensive protocols necessary to implement the Cytta Connect system.
Cytta currently has limited 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 first sales of our systems and the installation thereof. We have entered into certain management and consulting contracts with our senior Officers, MHIMS 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 have engaged in significant product research and development over the past year while the technology and system was being developed. The Companys business will cause us to engage in further 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 immediate plans to add employees and we will continue to do so in the future as a result of the operations related to the marketing of our systems.
Liquidity and Capital Resources
Our cash and cash equivalents balance as of June 30, 2012 was $17,692. We currently have limited marketing operations. We have limited funds on hand to pursue our business objectives for the near future however we cannot 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 June 30, 2012, we had $992,960 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.
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 with the exception of the Cytta Connect LLC joint venture which has ceased operations. We have not guaranteed any debt or commitments of other entities or entered into any options on non-financial assets.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
CONTROLS AND PROCEDURES
Evaluation of Our Disclosure Controls
Under the supervision and with the participation of our senior management, including our principal executive officer and chief financial officer, Gary Campbell, 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 June 30, 2013 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.
PART II OTHER INFORMATION
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. As at June 30, 2013 we are not a party to nor are we aware of any existing, pending or threatened lawsuits or other legal actions involving us of any consequence.
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
During the quarter ended June 30, 2013, the Company sold/issued securities that were not registered under the Securities Act of 1933 as follows:
During the three months ended June 30, 2013 the company accepted $55,000 in common stock subscriptions for 343,750 common shares 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.
DEFAULTS UPON SENIOR SECURITIES
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On April 25, 2013 the Company received notice from the Financial Industry Regulatory Authority (FINRA) they had received documentation necessary to effect a Reverse Stock Split. This corporate action was announced on April 26, 2013 and took effect at the open of business on April 29, 2013.
Trading of the Common Stock on the OTC QB continued on a Reverse Split-adjusted basis and its ticker symbol (CYCA) remained unchanged, although a "D" was placed on the CYCA ticker symbol (CYCAD) for 20 business days to alert the public about the Reverse Split. The new CUSIP number for the Common Stock following the Reverse Split is 12673W407.
On April 9, 2013, Cytta Corp (the Company), received confirmation from the Secretary of State of the State of Nevada the Certificate of Change Pursuant to NRS 78.209 (the Certificate of Change) to the Amended and Restated Articles of Incorporation to effect a reverse split and par value increase of the Companys Common Stock, $0.00001, par value per share (the Common Stock), at a ratio of 1-for-300 with all fractional shares rounded up to the next whole share (the Reverse Stock Split) was duly filed on April 9, 2013 to be effective April 29, 2013. After the Reverse Stock Split, the Company had approximately 12,630,489 common shares $0.001 par value outstanding. Pursuant to the Reverse Stock Split, the number of authorized shares of the Companys Common Stock was reduced to 13,000,000 shares of Common Stock.
Each shareholder's percentage ownership interest in the Company and proportional voting power remains unchanged after the Reverse Stock Split except for minor changes and adjustments resulting from rounding up the fractional shares. The rights and privileges of the holders of Companys Common Stock were substantially unaffected by the Reverse Stock Split.
On April 10, 2013, the Company filed a Certificate of Amendment to its Amended and Restated Articles of Incorporation pursuant to NRS 78.385 and 78.390 (the Certificate of Amendment) to increase the number of authorized shares of the Companys Common Stock from 13,000,000 to 100,000,000 shares (the Capital Increase Amendment) on April 29, 2013 following the Reverse Stock Split.
The Reverse Stock Split and Capital Increase Amendment were approved by the Board of Directors of the Company on April 5, 2013. In addition, the actions taken by the Board of Directors with respect to the Capital Increase Amendment were approved by the written consent dated as of April 5, 2013 of the Companys stockholders entitled to vote a majority of the shares of Common Stock then outstanding.
Cytta Corp. completed the arrangements with Medi-Home Individualized Monitoring Systems, Corp. (MHIMS), to become Cyttas national medical implementation and installation partner. MHIMS will be responsible for creating comprehensive remote monitoring solutions, utilizing the revolutionary Cytta ConnectTM telemonitoring system and FDA approved devices, for Insurers, Payors Health Plans, Managed Care Organizations, Health Delivery Organizations, Medical Groups, IPAs, ACOs and Hospitals.
MHIMS has commenced offering this innovative and customizable product mix and services to the marketplace, and has already made numerous well received product demonstrations to some of the largest Healthcare Providers in the Western US for to their population requiring chronic care and remote monitoring. These presentations in California, Arizona and Nevada have resulted in detailed implementation discussions, which have resulted in the execution of the first formal Cytta ConnectTM installation agreement.
William E. Casselman, II, J.D.
William E. Casselman, II, J.D. has joined the Board of Advisors of the Company as Chairman, with a mandate to implement a robust, productive and visionary Board of Advisors to serve with him.
Mr. Casselman is an attorney and business advisor highly experienced in information technology and telecommunications matters. Mr. Casselman represents U.S. and foreign clients on business and government matters, including commercial transactions, government contracts and federal lobbying.
Mr. Casselman is particularly experienced in international business, trade and finance matters. Much of his law practice and separate business advisory work over the years has been devoted to technology issues, working with a wide variety of companies in the information technology and telecommunications industries.
Prior to entering private practice, Mr. Casselman served for over 10 years in appointed positions within the Executive and Legislative Branches of the U.S. Government, culminating with his appointment by President Ford as Counsel to the President, after serving as Legal Counsel to Vice President Ford.
During his government service, starting as Legislative Assistant to a senior Member of Congress on the House Judiciary and Government Operations committees, Mr. Casselman became involved with emerging computer technologies and advanced telecommunications. As General Counsel of the General Services Administration, where he directed the work of more than 200 lawyers and paralegals, his office was responsible for legal oversight of the Federal Telecommunications System, the principal communications network of the U.S. government, and the award of major computer systems and other IT contracts.
Mr. Casselman holds a B.A. in Government from Claremont McKenna College and a J.D. from The George Washington University Law School. He is a recipient of GWUs Distinguished Achievement Award, the Universitys highest alumnus honor. Mr. Casselman also attended the Universidad de Madrid. He is a member of the bars of the District of Columbia and Virginia.
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
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.
Dated: August 7, 2013
By:/s/ Gary Campbell
President, Principal Executive and Financial Officer
CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER
I, Gary Campbell, certify that:
1. I have reviewed this report on Form 10-Q of Cytta Corp.
2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have;
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the period covered by this annual report that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Dated: August 7, 2013
By: /s/ Gary Campbell
Gary Campbell, President, Chief Executive and Chief Financial Officer
CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Cytta Corp. (the "Company") on Form 10-Q for the quarter ended June 30, 2013 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Gary Campbell, Chief Executive and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that;
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
Dated: August 7, 2013
By: /s/ Gary Campbell
Gary Campbell, President, Chief Executive and Chief Financial Officer