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, 2014
[ ] 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 [ ]
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 [ ] No [X]
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act (Check one).
Large accelerated filer [ ]
Accelerated filer [ ]
Non-accelerated filer [ ]
Smaller reporting company [X]
(Do not check if a smaller reporting company)
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]
As of August 26th, 2014, there were 30,635,324 shares of the issuers common stock, par value $0.001 outstanding.
PART I FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission ("SEC"), and should be read in conjunction with the audited financial statements and notes thereto contained in the Company's September 30, 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 amortazation
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 less
333,350 and -0- to be cancelled
Additional paid-in capital - preferred
100,000,000 common shares, $0.001 par value
30,635,324 and 22,701,904 shares issued and outstanding
less 4,997,000 and 187,000 to be cancelled
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
For the Nine 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 Nine 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
Issuance of common stock to settle litigation
Changes in Operating Assets and Liabilities:
Accrued interest receivable
Accounts payable and accrued liabilities
Net cash from operating activities
CASH FLOWS FROM INVESTING ACTIVITIES
Net cash from financing activities
CASH FLOWS FROM FINANCING ACTIVITIES
Loan to shareholder
Proceeds from stock subscriptions
Proceeds from stock issuances
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 services
Common stock issued to settle litigation
Condensed Notes to Financial Statements
June 30, 2014 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 June 30, 2014, 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 June 30, 2014 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 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, 2014 and September 30, 2013 the Company owed various related parties $438,100 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.
ITEM 2. 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, 2013. 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 engaged in perfecting our technological model and introducing it into the marketplace. We have generated Gross Revenues to date of $60,892 from our business operations since inception and have incurred $ 466,996 in expenses this quarter.
The following table provides selected financial data about our Company as of June 30, 2014 and September 30th, 2013, respectively.
Balance Sheet Data
June 30, 2014
September 30, 2013
Cash and cash equivalents
Shareholder Equity (Deficit)
Net cash used in operating activities during the quarter was $620,722
Plan of Operation
Cytta Corp currently delivers real-time digital Health and Wellness and Oil & Gas monitoring information utilizing any manufacturers Bluetooth enabled monitoring device through Cellular, Satellite or WiFi connections utilizing our unlocked Android Smartphones powered by AT&Ts new leading edge 4G LTE Sims. Our recent upgrading of our Agreement with AT&T has allowed Cytta to introduce the new AT&T 4G LTE voice and data Sims and accompanying Jasper platform real time SIM monitoring capability.
These new AT&T 4G LTE Subscriber Identity Modules (SIMs) are advanced smart cards placed inside of our GSM android cellular phones that encrypts voice and data transmissions and stores data about the specific user so that the user can be identified and authenticated to the network supplying the phone service. The SIM also stores data such as personal phone settings specific to the user and phone numbers. We control our SIMs and thus Android smartphones in real time through the Jasper web interface.
AT&T SIMs support two layers of 4G technology on their nationwide mobile broadband network. High Speed Packet Access+ (HSPA+) with enhanced backhaul, which transfers data throughout our growing network, provides extended and improved speeds up to 4x faster than 3G and Long Term Evolution (LTE) serves as the next step following 4G (HSPA+) in increasing speeds up to 10x faster than 3G to meet the demands of today's users accessing a variety of content over mobile networks.
The new AT&T 4G LTE SIMs provide Cytta with several benefits, such as: Faster speeds - LTE technology is capable of delivering speeds faster than many other mobile Internet technologies. Customers can stream, download, upload and game faster than ever before. Reliability - AT&T not only has the nations most reliable 4G LTE network. According to independent third-party data, AT&T has the highest success rate for delivering mobile content across nationwide 4G LTE networks. Cool new devices - AT&Ts technology works with several LTE-compatible devices, including appropriate 4G LTE smartphones and tablets. Faster response time - LTE technology offers lower latency, or the processing time it takes to move data through a network, such as how long it takes to start downloading a webpage or file.
Cytta has for several years been designing and building an open source 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 the smartphone to our cloud based data repository and interactive cloud based display platform. The data is delivered from there to our clients server based EMR or EOR, which is automatically populated with the data readings and information, and utilizing our proprietary interpretation program rendered into actual medical or O&G readings. The completion of the Cytta Connect system now allows individuals, patients, their caregiver or medical provider and O&G operators to review and monitor everything on an ongoing basis.
Our specially programmed android smartphones powered with the new Sims, utilizing our proprietary software platform deliver the any monitoring equipments data automatically to our Cloud based data repository, the Electronic Data Repository (EDR), and from there to any existing or customized Electronic Medical Record (EMR) platform or Electronic O&G Record (EOR) located in the clients computer network. The new Sims also allows each of our smartphones to deliver full 4G LTE voice capability.
Health and Wellness
The Cytta Connect health and wellness solution is completely HIPAA secure, 100% reliable, easily portable, and customizable using any FDA or non FDA equipment that the clients want. Cytta Connect Special Purpose Network and Cloud based Electronic Data Repository (EDR) 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.
Cyttas technology called Cytta ConnectTM is the backbone of 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 Medical 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 or satellite 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 downloadable device resident application or platform for which the Company owns the software. 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. When the Platform is installed on the Cytta Medical Smartphone, it 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 had 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, product evaluation and Pilot program with a major medical Insurance Co/Payor. The Company also delivered its second round of orders to its first two medical group clients. In January 2013 the Company received the final 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.
The rollout of Obamacare has created great interest in the implementation of the Companys technology. However payment and pricing throughout the Industry is still being developed and we are still awaiting several implementation decisions by major players.
The Company has entered into an Agreement with Doctor Direct Inc. to market the Cytta Connect technology into various medical vertical submarkets. As of June 29th, 2014 Cytta through the Doctor Direct marketing program had entered into two contracts to supply the Cytta Connect system to two family practices in Las Vegas. The initial systems were supplied to the two practices and preliminary presentations to their clients had begun. As of todays date the specific backend for the medical groups has been completed and the initial client rollout is proceeding with the first devices now in the hands of the initial patients/clients.
Oil & Gas
After the completion of the technology for the medical marketplace the Company began examining other unrelated vertical markets who could utilize the Cytta Connect highway to move data from remote locations. With the addition of the Home2Phone license and the access to the impressive collection of OrbComm satellite solutions it was determined that our Data Highway could be easily utilized to provide connectivity in the worldwide O&G industry. Working with several O&G industry partners we are currently discussing designing systems to deploy with their clients.
The Cytta Connect O&G solution is a completely secure, encrypted, 100% reliable, easily portable, and customizable using any form of monitoring equipment that the clients want. Cytta Connect Special Purpose Network and Cloud based Electronic Data Repository (EDR) connects anyone, anywhere, anytime. Cytta makes any monitoring device report their data from remote locations seamlessly for instant real-time data access. The Cytta Connect Network provides a complete system for monitoring cellular and or satellite accessible locations worldwide.
Most interestingly because of the design of the Cytta Connect Network, it can operate as a SCADA system. SCADA is an Acronym for Supervisory Control And Data Acquisition, and is used to a computer system for gathering and analyzing real time data and then ultimately controlling the devices providing the data. Ultimately the two way data transfer capability of the Cytta Special Purpose Network makes it an ideal SCADA system. SCADA systems are used to monitor and control a plant or equipment in industries such as telecommunications, water and waste control, energy, oil and gas refining and transportation. A SCADA system gathers information, such as where a leak on a pipeline has occurred, transfers the information back to a central site, alerting the home station that the leak has occurred, carrying out necessary analysis and control, such as determining if the leak is critical, and displaying the information in a logical and organized fashion and then sending the appropriate commands to the site causing the device to turn on, off or perform some other crucial function remotely.
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, O&G and other markets and the installation thereof. Cytta currently has one executed transaction with a medical group and one medical group discussing implementation. Additionally, the Company has two contracts in Las Vegas for which it is delivering systems.
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 administration, marketing, health care and O&G arenas. 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 years 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.
Liquidity and Capital Resources
Our cash and cash equivalents balance as of June 30, 2014 was $13,191.
We currently have limited marketing operations however our business model is to license these activities to skilled partners in each vertical market.
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 and/or the appropriate business partners. 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, management and other related and non-related parties to pay general operating costs. As of June 30, 2014, we had $ 438,100 in loans to these individuals outstanding.
We have minimal operating costs and expenses at the present time due to our frugal business model. Currently our operating activities (technical integration and partner development) in the healthcare and O&G arena are conducted by our senior Officers and engaged consultants who earn equity in the Company for their endeavors. We will, however, be required to raise additional capital over the next twelve months to meet our current administrative expenses and to further 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.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
ITEM 4T. CONTROLS AND PROCEDURES
Evaluation of Our Disclosure Controls
Under the supervision and with the participation of our senior management and accounting consultants, 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, 2014 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.
PART II OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
In the ordinary course of our business, we may from time to time become subject to routine litigation or administrative proceedings which are incidental to our business, including non-material litigation from terminated officers, employees and or consultants. We were a party to a non-material lawsuit in which the Company had filed extensive cross complaints. The Company settled with one of the Complainants (Mr. Howdy Kabrins) for a minor number of shares and cancellation of shares previously issued to him. The other two Complainants, (Mr. Stephen Spalding and Mr. Michael Stiege) complaints were Dismissed with prejudice and we secured Judgment against each of them and their Companies on our Cross Complaints. Counsel for the Company is applying to Court to determine the quantum of damages which the Company will be receiving.
ITEM 1A. RISK FACTORS
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
On May 13th, 2014, the Company issued 3,866,648 common shares of its $0.001 par value common stock for cash, services and debt, 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.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
ITEM 5. OTHER INFORMATION
On July 9th, 2014 the Company entered into a Letter of Intent with EraStar, Inc., a Las Vegas based marketing business, to merge the two Companies. The Letter of Intent is not binding on either party; however the two Companies continue to move towards the execution of a final definitive merger agreement.
On August 18th, 2014 the Company entered into an agreement with Mr. William Nance to provide general accounting and audit advice to the Company and to assist management in conducting an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, and further advising management as to whether the financial and accounting information relating to us, required to be disclosed in our Securities and Exchange Commission (SEC) reports (i) is recorded, processed, summarized and reported accurately and appropriately and (ii) is accumulated and communicated to our management, appropriately and in the correct form to allow timely decisions regarding required disclosure. Mr. Nance has been so advising the Company and its Officers since that date.
As of May 12th, 2014 the Company has returned 4,997,000 common share certificates to our transfer agent, Island Stock Transfer for cancellation and has noted this on our June 30, 2014 Interim Financial Statements. Island has advised the Company that additional documentation will be required, which the Company is in the process of preparing. The Company anticipates that the cancellation, and subsequent reduction in issued common shares, will occur before the year end of September 30, 2014.
ITEM 6. EXHIBITS
The following exhibits are included as part of this report:
Exhibit No. Description
31.1 / 31.2 Rule 13(a)-14(a)/15(d)-14(a) Certification of Principal Executive and Financial Officer
32.1 / 32.2 Rule 1350 Certification of Principal Executive and Financial Officer
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 29, 2014
By:/s/ Gary Campbell
Chief Executive and Financial Officer