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 December 31, 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 x No o
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 February 24th, 2014, there were 22,701,904 shares of the issuers common stock, par value $0.001 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, 2013 Form 10-K filed with the SEC on January 17, 2014. 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.
Cash and cash equivalents
Total Current Assets
MVNO License-net of amortization
Software License-net of amortization
Collateralized loan to shareholder
Equipment, (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 issued and outstanding
Additional paid-in capital - preferred
100,000,000 common shares, $0.001 par value
22,701,904 shares issued and outstanding
Additional paid-in capital - common
Common shares pending cancellation
Total Stockholders' Deficit
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT
Statements of Operations
For the Three Months Ended
Cost of Goods sold
General and administrative
Research and development
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
Statements of Cash Flows
For the Three Months Ended
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)
Adjustments to reconcile net income (loss) to net
cash from operating activities:
Depreciation and amortization
Issuance of common stock
for services and expenses
Beneficial interest expense
Changes in Operating Assets and Liabilities:
Accrued interest receivable
Net cash from operating activities
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from stock subscriptions payable
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 debt
Common stock issued for licensing agreement
Condensed Notes to Financial Statements
December 31, 2013 and September 30, 2013
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, 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, 2013 audited financial statements. The results of operations for the period ended December 31, 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 cir4cumstances 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 to 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 December 31, 2013 and September 30, 2013 the Company owed various related parties $117,782 and $469,672 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.
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.
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 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
December 31, 2013
September 30, 2013
Cash and cash equivalents
Shareholder Equity (Deficit)
Net cash used in operating activities during the quarter was $212,669
Plan of Operation
Cytta Corp delivers real-time and accurate health and wellness information utilizing any manufacturers Bluetooth monitoring device through WiFi, unlocked Android Smartphones containing our software platform, and soon through Satellite connectivity, to any existing or customized Electronic Medical Record (EMR) platform. The Cytta Connect solution is completely HIPAA secure, 100% reliable, easily portable, and customizable using the equipment that clients want. Cytta Connect Special Purpose Network and Cloud based Electronic Biometric Record (EBR) connects anyone, anywhere, anytime. Cytta makes any Bluetooth health, wellness or fitness device report their data from remote locations seamlessly via our cloud based Instant EBR & proprietary Mobile Network for instant real-time data access.
Cytta had for several years been designing and building an ecosystem that would allow any Bluetooth device to automatically send its data to our specially provisioned Android SmartPhone and then instantly (using WiFi, Cellular or satellite) pass that data from our cloud based repository of biometric data, unto an interactive cloud based display platform or a server based Electronic Medical Record, which is automatically populated with the clients readings and information. The completion of the Cytta Connect system now allows individuals, patients, their caregiver or medical provider to review and monitor on an ongoing basis.
Cyttas technology called Cytta ConnectTM is the worlds first open source Special Purpose Medical Network. Cyttas proprietary technology disrupts and innovates the 2 fastest growing health markets that need to collect data & reduce costs: 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 and deliver the data in real-time to a cloud based data repository which can easily be customized to our clients requirements.
Cytta Connect is a Remote Data Capture system connecting Bluetooth devices to online Electronic Biometric Records (EBR). Our remote data capture system works over our Special Purpose NetworkTM, a proprietary Global Mobile, Satellite, WiFi, and Cloud-based data Network that connects all Bluetooth medical, fitness and wellness devices to Cyttas open source EBR. Our open source EBR is for use by patients, doctors, caregivers, health insurers (Professional Care) with our preprogrammed Cytta smartphones, and any wellness or fitness user (Consumer) with any cellular carriers smartphone.
We serve two very large markets:
1) Professional Care (Double FDA approved medical devices) works with our specially programmed smartphones and provides care for the chronically ill who need to be remotely monitored. Caregivers have diagnostic capability using our Instant EBR and secure biometric data transfers via Cyttas Special Purpose Network. We interconnect patients, their data and caregivers. We manage vital sign monitoring of chronic care customers and integrate FDA compliant data results for use by Physicians, Hospitals, Accountable Care Organizations and Employers. .
2) Consumer Wellness (Any and all Bluetooth devices) works with any Carriers mobile phone and leverages our proprietary Universal Application and Instant EBR to support Wellness & Fitness consumers. We aid in managing Weight Loss, Wellness, Fitness, Health Data Collection for medical review, Specialized Health Social Network, Personal Safety & Security.
The Cytta ConnectTM system is a cost effective system that works with any manufacturers off the shelf Bluetooth enabled monitoring device and any Android Smartphone. The Cytta Connect system works seamlessly everywhere there is cellular service. Cytta Connect is currently implementing systems to monitor, COPD, Asthma, Diabetes, Hypertension and Obesity as well as several major causes of hospital readmission
The Companys Medical Smartphone, contains proprietary device resident or native programming, consisting of a Firmware Client or Super App developed in conjunction with the Cytta Special Purpose Network. 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. Connected Health is a wireless health innovator committed to developing 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 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 and its licensing partner have now completed the development of the proprietary Firmware Client and have 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 blood pressure, weight scale, pulse/oximetry and blood glucose devices, and many other Bluetooth peripherals has been completed and are all functioning seamlessly. The Company has completed the development of the relational database 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 been discussing the rollout terms of further installations.
Upon successful conclusion of the Insurance co/Payor Pilot Program evaluation and the implementation of the ACA, the Company planned to begin discussions with various types of medical entities regarding implementation of its systems. 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.
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.
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.
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.
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. Patient contacts have become value oriented with immediate return on investment to the care coordinators and patient.
The Companys 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 and discussing the implementation of the Cytta Connect system to numerous Medical Group and Institutional clients affected by the ACA and wishing to utilize and or participate in the Companys medical monitoring ecosystem.
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 implementation of our systems in several medical markets and the installation thereof. Cytta currently has one executed transaction with a medical group. Cytta, MHIMS and the company are currently defining participants, examining the effects of the ACA, and providing the extensive protocols necessary to implement the Cytta Connect system.
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 have engaged in significant product research and development over the past year while the technology and system was being developed. The Companys business may 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.
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 some 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 December 31, 2013 was $57,377.
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 December 31, 2013, we had $ 117,782 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 no current 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 December 31, 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, including non-material litigation from terminated officers, employees and or consultants. As at December 31, 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 material consequence.
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
DEFAULTS UPON SENIOR SECURITIES
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Agreement for Worldwide Satellite Connectivity
Cytta has executed a definitive agreement with Home2Phone, LLC, (http://home2phone.net), a Value Added Reseller of ORBCOMM Inc., for the development and utilization of a fully integrated satellite solution that expands the global reach of Cyttas proprietary smartphone based IT platform for telemedicine, biometric and other data reporting.
As reported in SatelliteToday.com (http://www.satellitetoday.com/telecom/2014/02/07/cytta-corp-partners-with-home2phone-for-global-satellite-telemedicine-solution/) Cytta Corp Partners with Home2Phone for Global Satellite Telemedicine Solution By Caleb Henry | February 7, 2014 | Feature, North America, Regional, Satellite TODAY News Feed, Telecom© in an interview with Cytta President Erik Stephansen.
Cytta Corp, a U.S. telemedicine company, confirmed a definitive agreement with Orbcomms value added reseller (VAR) Home2Phone to expand its smartphone-based IT platform using satellite. Cytta Connects data network provides two-way communication between wellness monitoring devices using a cloud platform and an Android phone. Once enacted, the agreement will expand the reach of Cytta Connect; the companys remote data capture system, to areas that cannot be reached by terrestrial networks.
Cyttas special purpose network expands mobile M2M into healthcare, and it transforms care into being-everywhere care, said Erik Stephansen, president of Cytta Corp. It becomes a true connected experience of care for the patient, loved ones and the caregivers, and satellite is an important piece to expand that delivery into areas that were previously closed off.
One of the reasons Cytta chose to partner with Home2Phone is to expand released-patient care beyond the limits of Wi-Fi. The company uses its own cellular network, which makes use of AT&T and T-Mobile networks. The agreement expands that network to include access to Orbcomms 26 low Earth orbit (LEO) satellites, the accompanying ground infrastructure and cellular data service.
A lot of people use Wi-Fi, but you can think of Wi-Fi as typically locking you into a location, explained Stephansen. You effectively become a prisoner of your home. With mobile cellular you have this full flexibility of travel and freedom of movement. By adding satellite, we expand the coverage to nearly everywhere.
Cytta Connect does not require a large amount of data to send electronic biometric records (EBRs). The system caters toward the chronically ill, who often need a core four measurements to be taken on a regular basis. According to Stephansen, those four are blood pressure, weight, pulse-ox and blood glucose. Each of these measurements, when taken with Bluetooth enabled medical devices, can send the information automatically through Cytta Connect.
Were sending very small amounts of data. For example, the weight of a person in digital format is very small. Were talking bits, not even bytes. Its a whole scale smaller, said Stephansen. The nice thing about the Home2Phone partnership is, with their Orbcomm relationship and narrow band solution, it simplifies our remote healthcare strategy, and with so many satellites they are really hard to beat. Thats what attracted us to them. We looked at other solutions, but because of our ability to utilize narrow bandwidth, they were an ideal provider. And, he added, they have an interest in healthcare, so it makes sense to partner.
The service ultimately assists users in taking proactive steps for their own health. Applying an M2M solution to healthcare increases the ability to take preventative steps and keep patient biometrics stable before the situation becomes more severe.
Satellites, especially in Orbcomms situation, are very good at tracking assets, said Stephansen. Tracking the well-being of people is something new and thats what is wonderful about this kind of solution: you will soon be able to do this for yourself.
Advisory Board Team Leaders Selected
Mr. Casselman Chairman of the Advisory Board advises that two new Advisors have agreed to become team leaders in their areas of expertise for Cytta. Mr. Kevin Woelflein and Mr. Phillip Chou have agreed to assume responsibilities for their areas of expertise on the Advisory Board.
Mr. Kevin Woelflein is an experienced financial executive with more than 25 years of domestic and international banking experience in top-level positions. Woelflein was the founding Vice President and General Manager of The First National Bank of Chicago branch in Tokyo. First Chicago appointed him to found the Arab American Bank in New York, where he served as President and Chief Executive Officer.
Mr. Woelfleins world class experience in banking, finance and implementing new technologies will be invaluable in introducing Cyttas technologies into business environments where the economic model and ROI will rule.
Mr. Woelflein was also President of American Security Bank in Washington, D.C., and President of The Massachusetts Company, a Boston-based specialty bank and a subsidiary of Travelers Corporation. Woelflein has had overall responsibility for managing bank investment portfolios, as large as $500 million, as a banker, and has been a principal broker helping banks manage large portfolios. Subsequent to this position, he served as Chairman of the Board of Connecticut Bancorp. He currently holds a Series 7 license to sell securities. He is President of U.S. Capital Investments Company, a bank advisory firm.
Mr. Woelflein brings significant credentials to his role of assisting financial institutions in crafting and implementing the kind of investment policy they pursue and in analyzing the ongoing results. He is particularly experienced in assisting institutions to sharpen their understanding and control of their investments.
Mr. Woelflein is a uniquely experienced financial executive with more than twenty-five years of domestic and international banking responsibilities. He has a BS in Chemical Engineering from MIT and an MBA from Wharton. In 1975 he got his first introduction to Iraq as founding President of an Arab consortium bank, UBAF Arab American Bank, in New York City. In 2003, he became part of the Coalition Provisional Authority as Advisor to all of Iraq's nineteen private banks on strategic and operational issues to recover from the repression of the previous regime and the destruction of the 2003 invasion. At the present time, he is Advisor to one Iraq Private Bank, North Bank, headquartered in Baghdad with branches in the North.
Mr. Woelfleins background includes the formation or redevelopment of several financial institutions. Mr. Woelflein did apply his Chemical Engineering early in his career, when he was on a three-person team at Atlantic Refining Company that developed the first computer simulation of a complete oil refinery, from crude through products. He has received several major awards from the U.S. Government as well as a MIT Corporate Leadership Award.
Mr. Philip Chao founded Chao & Company, Ltd. in 1990 to provide employers and institutions with the independent and thoughtful advice that would serve as an alternative to the conflicted, one-size-fits¬ all, prepackaged solutions among brokers, consultants and investment advisors. He wanted to make available institutional best practices to help fiduciaries and clients make prudent decisions. Chao & Company is an investment advisor registered with the Securities & Exchange Commission.
Mr. Chao is extremely knowledgeable and a much sought after analysis with regard to the Affordable Care Act (ACA or Obamacare) and will provide Cytta with invaluable guidance in this complex area.
Philip serves as an ERISA investment consultant in a co-fiduciary capacity - as an ERISA Sec 3(21) - so that clients can rely on his advice with full confidence. For retirement plan sponsors, he implements a prudent investment process to meet their fiduciary responsibilities. When managing defined benefit assets, he also serves as a full fiduciary under ERISA 3(38). He also acts as the Chief Investment Officer for the firm's wealth management practice.
As the Principal for Chao & Company, Philip serves as a benefits consultant to employers who are striving to balance the needs of the organization and their employees within a changing economic and regulatory environment. As the landmark Affordable Care Act is being implemented, Philip has introduced a proprietary actuarial tool - Play-or-Pay Decision Metrics Tool - to help guide and advise large employers through this new reality.
Philip acts in the capacity of an independent directed trustee for ERISA health and welfare trusts and is a founding member and a governing board member of The Institute for the Fiduciary Standard. His opinions and thoughts frequently appear in Investment News, Advisor One and RIA biz. He is a passionate supporter of and advocate for the fiduciary standard and has met on many occasions with Department of Labor staff in sharing his thoughts and practical applications regarding the ERISA fiduciary redefinition. His public comments to the DOL can be viewed on the DOL website and on the Securities & Exchange Commission website.
Philip earned his Certified Financial Planner (CFP) designation in 1990 from the Certified Financial Planner Board of Standards, his Accredited Investment Fiduciary Analyst (AIFA) designation in 2004 from Katz School of the University of Pittsburgh and the Center for Fiduciary Studies (Fi360) and Retirement Plan Associates (RPA) designation in 2006 from the Wharton School of the University of Pennsylvania and the International Foundation of Employee Benefit Plans.
III. New Director Appointed
The Company is pleased to announce that Mr. John Dinovo the current CTO of Cytta has been elected to a term on the Board of Directors to fill a vacancy resulting from the end of a prior Directors term, joining Mr. Stephansen and Mr. Campbell.
Mr. John P. Dinovo 56, has more than 25 years of P&L, Operations Management, Supply Chain Management and Leadership experience in contract manufacturing environments and plants with as many as 100 personnel. The addition of Mr. Dinovo to the Cytta Board of Directors adds his considerable corporate business expertise to his already considerable engineering skills Cytta is benefiting from as CTO.
Mr. Dinovo achieved a series of quantifiable accomplishments as a Chief Executive Officer. He grew and built a successful contract manufacturer organization from ground up. Designed/Built 25,000 sq. foot high tech manufacturing facility with four (4) fully integrated high speed surface mount and two prototype lines, 10 million dollars of per year revenue and 100 employed staff. Strong Champion of Lean Manufacturing and Six Sigma Culture, Achieved Quality Objective of over 99.9% out the door quality.
Mr. Dinovos end to End Supply Chain Management Core Competencies include: Materials Management, Procurement, Vendor and Contract Management and preparation and negotiations, Inventory Management (reduction), Global Transportation Logistics, Procedures Development and Troubleshooting. He wrote complete Material Requirements Planning (MRP) module in a multiuser database environment for all aspects of a Manufacturing Company. Front to Back Quality Management. Mr. Dinovo was involved in all aspects of the development and implementation of IS09001 and 15013485 for Ditron Manufacturing.
Previously Mr. Dinovo was CEO of Ditron Manufacturing for more than two decades he provided technologically-advanced electronics manufacturing services ("EMS") primarily to original equipment manufacturers ("OEMs") in security, transportation & logistics, gaming, aerospace & defense, medical device and other industrial markets. Specializing in manufacturing complex assemblies on a high mix, low volume basis, he focused the Company in accumulating significant process and design for manufacturing ("DFM") expertise.
The manufacturing process included high level assembly of electronic components into a finished subassembly or assembly performed under a contract manufacturing agreement with an OEM. Ditron provided full turnkey and consigned manufacturing, including DFM, supply chain management, materials management and logistics. Ditron served mainly North American industrial markets with superior supply chain management and unparalleled quality, administered through its proprietary in-house Management Resource Planning (MRP) database platform.
Mr. Dinovo focused the organization on rapidly and reliably filling complex customer orders and building long-term relationships with repeat customers by leveraging its superior supply chain management expertise. Ditron's DFM capabilities and six assembly lines enabled it to respond to time-critical orders and technology challenges for its customers. The Company's strengths include developing innovative, high-performance solutions for customers through the DFM, test and launch phases of new electronic assembly development, through high and low volume order fulfillment.
Mr. Dinovo created a superior supply chain management team consisting of material planning, purchasing, expediting and warehousing components and materials for maximum flexibility. The Company's inventory management and volume procurement capabilities contributed to cost reductions and reduction of total cycle time.
Mr. Dinovo has a BSEE earned with honors from University of Nebraska, Lincoln, 1980. John is also a US Navy Vietnam Veteran and Instrument Rated Private Pilot.
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: February 24, 2014
By:/s/ Gary Campbell
President, Principal Executive and Financial Officer