CYTTA CORP. - Quarter Report: 2009 December (Form 10-Q)

Cytta 10Q 12-31-09

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10 – Q

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended December 31, 2009

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


CYTTA CORP.
(Exact name of Registrant as specified in its charter)

Nevada		98-0505761
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

905 Ventura Way, Mill Valley, CA 94941
(Address of principal executive offices)

(415) 860-5192
(Registrant’s telephone number, including area code)

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 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 10, 2010, there were 605,400,000 shares of the issuer’s common stock, par value $0.00001, outstanding.

PART I – FINANCIAL INFORMATION

ITEM 1.

FINANCIAL STATEMENTS

The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission ("SEC"), and should be read in conjunction with the audited financial statements and notes thereto contained in the Company's September 30, 2009 Form 10-K filed with the SEC on January 13, 2010. 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.

CYTTA CORP.

(A Development Stage Company)

INTERIM FINANCIAL STATEMENTS

DECEMBER 31, 2009

(Unaudited)

Page

Balance Sheets as of December 31, 2009 (unaudited) and September 30, 2009

Interim Statements of Operations for the three months ended December 31, 2009 and 2008 (unaudited) and for the Period from May 30, 2006 (inception) through December 31, 2009 (unaudited) 5

Interim Statements of Cash Flows for the three months ended December 31, 2009 and 2008 (unaudited) and for the Period from May 30, 2006 (inception) through December 31, 2009 (unaudited) 6

Notes to Interim Financial Statements (unaudited)

Cytta Corp.

(A Development Stage Company)

Balance Sheets


ASSETS

				As of		As of
				December 31,		September 30,
				2009		2009
				*(Unaudited)*

	CURRENT ASSETS
		Cash and cash equivalents	$	136	$	136


	TOTAL ASSETS		$	136	$	136



LIABILITIES AND STOCKHOLDERS’ DEFICIT


	CURRENT LIABILITIES
		Accounts payable and accrued liabilities	$	9,489	$	18,052
		Due to related party (Note 5)		21,414		9,388

	TOTAL LIABILITIES			30,903		27,440



	STOCKHOLDERS' DEFICIT
	Capital Stock (Note 3)
		Authorized:
		100,000,000 preferred shares, $0.001 par value
		1,900,000,000 common shares, $0.00001 par value
		Issued and outstanding shares:
		605,400,000 common shares		6,054		6,054
		Additional paid-in capital		199,456		199,456
		56,000,000 common shares pending cancellation		560		560
		Deficit accumulated during the development stage		(236,837)		(233,374)
	Total Stockholders' Deficit			(30,767)		(27,304)

	TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT		$	136	$	136

-The accompanying notes are an integral part of these financial statements

Cytta Corp.

(A Development Stage Company)

Interim Statements of Operations

(Unaudited)



							Cumulative from
							Inception
							(May 30, 2006) to
			Three Months Ended December 31,				December 31,
			2009		2008		2009

REVENUES		$	-	$	-	$	-

OPERATING EXPENSES
	Professional fees		3,295		13,942		84,564
	General and administrative		168		11,368		35,692
	Impairment of licensing agreement		-		-		116,581
Total Operating Expenses			3,463		25,310		236,837

Other Income (Expense)			-		-		-

Provision for Income Taxes (Note 4)			-		-		-

Net Loss		$	(3,463)	$	(25,310)	$	(236,837)


PER SHARE DATA:

	Basic and diluted loss per
	common share	$	(0.00)	$	(0.00)

	Weighted average number of
	common shares outstanding		605,400,000		484,000,000

-The accompanying notes are an integral part of these financial statements -

Cytta Corp.

(A Development Stage Company)

Interim Statements of Cash Flows

(Unaudited)


							Cumulative from
							Inception
							(May 30, 2006) to
				Three Months Ended December 31,			December 31,
				2009		2008	2009

OPERATING ACTIVITIES
	Net loss		$	(3,463)	$	(25,310)	$	(236,837)
	Adjustments to reconcile net loss to net cash used in operations:
	Amortization and depreciation			-		-		3,419
	Impairment of licensing agreement			-		-		116,581
	Issuance of common stock for consulting services			-		-		70
	Changes in Operating Assets and Liabilities:
	Increase (decrease) in accounts payable and accrued liabilities			(8,563)		(6,158)		9,489
		Net Cash Used in Operating Activities		(12,026)		(31,468)		(107,278)

FINANCING ACTIVITIES
	Issuance of capital stock			-		-		86,000
	Advances from a related party			12,026		-		21,414
		Net Cash Provided by Financing Activities		12,026		-		107,414

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS				-		(31,468)		136

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD				136		34,536		-

CASH AND CASH EQUIVALENTS AT END OF PERIOD			$	136	$	3,068	$	136


Supplemental Cash Flow Disclosures:
	Cash paid for Interest		$	-	$	-	$	-
	Cash paid for Income Taxes		$	-	$	-	$	-

Non-Cash Financing and Investing Activities:
Common stock issued for licensing agreement			$	-	$	-	$	120,000

-The accompanying notes are an integral part of these financial statements -

Cytta Corp.

(A Development Stage Company)

Notes to Interim Financial Statements

December 31, 2009

(Unaudited)

NOTE 1 -

ORGANIZATION AND DESCRIPTION OF BUSINESS

Cytta Corp., (the “Company”) was incorporated on May 30, 2006 under the laws of the State of Nevada. It is located in Mill Valley, California. The accounting and reporting policies of the Company conform to accounting principles generally accepted in the United States of America, and the Company’s fiscal year end is September 30.

Currently, the Company is a development stage company that intends to manufacture, distribute and market various telephony based internet access and computing products and services. To date, the Company’s activities have been limited to its formation and the raising of equity capital.

Development Stage Company

The Company is considered to be in the development stage as defined in ASC 915-10-05 “Development Stage Entity.”

NOTE 2 -

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. The Company’s periodic filings with the Securities and Exchange Commission include, where applicable, disclosures of estimates, assumptions, uncertainties and markets that could affect the financial statements and future operations of the Company.

Cash and Cash Equivalents

Cash and cash equivalents include cash in banks, money market funds, and certificates of term deposits with maturities of less than three months from inception, which are readily convertible to known amounts of cash and which, in the opinion of management, are subject to an insignificant risk of loss in value. The Company had $136 in cash and cash equivalents at December 31, 2009 and September 30, 2009.

NOTE 2 -

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Start-Up Costs

In accordance with ASC 720-15-20, “Start-up Activities”, the Company expenses all costs incurred in connection with the start-up and organization of the Company.

Risks and Uncertainties

The Company operates in the technology industry which is subject to significant risks and uncertainties, including financial, operational, technological, and other risks associated with operating a technology business, including the potential risk of business failure.

Cytta Corp.

(A Development Stage Company)

Notes to Interim Financial Statements

December 31, 2009

(Unaudited)

NOTE 2 -

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Concentrations of Credit Risk

The Company’s financial instruments that are exposed to concentrations of credit risk primarily consist of its cash and cash equivalents and related party payables it will likely incur in the near future. The Company places its cash and cash equivalents with financial institutions of high credit worthiness. At times, its cash and cash equivalents with a particular financial institution may exceed any applicable government insurance limits. The Company’s management plans to assess the financial strength and credit worthiness of any parties to which it extends funds, and as such, it believes that any associated credit risk exposures are limited

Earnings (Loss) Per Share of Common Stock

The Company has adopted ASC 260-10-20, “Earnings per Share,” (“EPS”) which requires presentation of basic and diluted EPS on the face of the income statement for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation. In the accompanying financial statements, basic earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period.

The Company has no potentially dilutive securities, such as options or warrants, currently issued and outstanding.

Comprehensive Income (Loss)

ASC Topic No. 220, “Comprehensive Income”, establishes standards for reporting and display of comprehensive income and its components in a full set of general-purpose financial statements. From inception (May 30, 2006) to December 31, 2009, the Company had no items of other comprehensive income. Therefore, net loss equals comprehensive loss from inception (May 30, 2006) to December 31, 2009.

Recent Accounting Pronouncements

In June 2009, the FASB established the Accounting Standards Codification (“Codification” or “ASC”) as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in accordance with generally accepted accounting principles in the United States (“GAAP”). Rules and interpretive releases of the Securities and Exchange Commission (“SEC”) issued under authority of federal securities laws are also sources of GAAP for SEC registrants. Existing GAAP was not intended to be changed as a result of the Codification, and accordingly the change did not impact our financial statements. The ASC does change the way the guidance is organized and presented.

Statement of Financial Accounting Standards (“SFAS”) No. 165 (ASC Topic 855), “Subsequent Events”, SFAS No. 166 (ASC Topic 810), “Accounting for Transfers of Financial Assets-an Amendment of FASB Statement No. 140”, SFAS No. 167 (ASC Topic 810), “Amendments to FASB Interpretation No. 46(R),” and SFAS No. 168 (ASC Topic 105), “The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles- a replacement of FASB

Cytta Corp.

(A Development Stage Company)

Notes to Interim Financial Statements

December 31, 2009

(Unaudited)

Recent Accounting Pronouncements (continued)

Statement No. 162 were recently issued. SFAS No. 165, 166, 167, and 168 have no current applicability to the Company or their effect on the financial statements would not have been significant.

Accounting Standards Update (“ASU”) ASU No. 2009-05 (ASC Topic 820), which amends Fair Value Measurements and Disclosures – Overall, ASU No. 2009-13 (ASC Topic 605), Multiple Deliverable Revenue Arrangements, ASU No. 2009-14 (ASC Topic 985), Certain Revenue Arrangements that include Software Elements, and various other ASU’s No. 2009-2 through ASU No. 2009-15 which contain technical corrections to existing guidance or affect guidance to specialized industries or entities were recently issued. These updates have no current applicability to the Company or their effect on the financial statements would not have been significant.

NOTE 3 - CAPITAL STOCK

Authorized Stock

At inception, the Company has authorized 100,000,000 common shares and 100,000,000 preferred shares, both with a par value of $0.001 per share. Each common share entitles the holder to one vote, in person or proxy, on any matter on which action of the stockholders of the corporation is sought.

Effective July 1, 2009, the Company increased the number of authorized common shares to 2,000,000,000 shares, of which 1,900,000,000 shares are designated as common stock par value $0.00001 per share, and 100,000,000 shares are designated as preferred stock, par value $0.001 per share.

Share Issuance

On November 18, 2008, the Company effected a 4 for 1 forward split, of its common stock, under which each stockholder of record, received 4 new shares of the Corporation’s stock for every one share outstanding.

On June 19, 2009, the Company effected a 20 for 1 forward split, of its common stock, under which each stockholder of record on July 10, 2009, received 20 new shares of the Corporation’s stock for every one share outstanding.

Since its inception, the Company has issued outstanding shares of its common stock as follows, retroactively adjusted to give effect to the cumulative 80 for 1 forward splits:

Price Per

Date

Description

Amount

06/30/06

Stock issued for cash

80,000,000

$ 0.0000625

$ 5,000

09/29/06

Stock issued for cash

160,000,000

0.000125

20,000

07/11/07

Stock issued for cash

244,000,000

0.00025

61,000

01/15/09

Stock issued for services

400,000

0.00005

03/09/09

Stock issued for services

1,000,000

0.00005

06/18/09

Stock issued for license

120,000,000

0.001

120,000

12/31/09 Cumulative Totals

605,400,000

$206,070

Cytta Corp.

(A Development Stage Company)

Notes to Interim Financial Statements

December 31, 2009

(Unaudited)

NOTE 3 - CAPITAL STOCK (continued)

In addition to the above shares, 56,000,000 shares are pending cancellation. These shares were issued and subsequently cancelled when the merger with Ophthalmic International, Inc. was rescinded. However, the physical certificate was lost and thus it is being disclosed separately in our share capital. The shares have legally been cancelled, but are still outstanding until the physical certificate can be surrendered to our transfer agent. Management has placed a stop with our transfer agent and will not permit these shares to be negotiated or reissued.

There are no preferred shares outstanding. The Company has no stock option plan, warrants or other dilutive securities.

NOTE 4 -

PROVISION FOR INCOME TAXES

The Company recognizes the tax effects of transactions in the year in which such transactions enter into the determination of net income, regardless of when reported for tax purposes. Deferred taxes are provided in the financial statements under ASC 718-740-20 to give effect to the resulting temporary differences which may arise from differences in the bases of fixed assets, depreciation methods, allowances, and start-up costs based on the income taxes expected to be payable in future years.

Development stage deferred tax assets arising as a result of net operating loss carryforwards have been offset completely by a valuation allowance due to the uncertainty of their utilization in future periods. Operating loss carryforwards generated during the period from May 30, 2006 (date of inception) through December 31, 2009 of approximately $236,837 will begin to expire in 2026. Accordingly, deferred tax assets of approximately $81,500 were offset by the valuation allowance that increased by approximately $1,000 and $8,500 during the three months ended December 31, 2009 and 2008, respectively.

The Company follows the provisions of uncertain tax positions as addressed in ASC 740-10-65-1. The Company recognized approximately no increase in the liability for unrecognized tax benefits.

The Company has no tax position at December 31, 2009 for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility. The Company recognizes interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. No such interest or penalties were recognized during the periods presented. The Company had no accruals for interest and penalties at September 30, 2009 and 2008. The Company’s utilization of any net operating loss carry forward may be unlikely as a result of its intended development stage activities.

NOTE 5 -

DUE TO RELATED PARTY

As of December 31, 2009 and September 30, 2009, the Company was obligated to a stockholder, for a non-interest bearing demand loan with a balance of $21,414 and $9,388, respectively. The Company plans to pay the loan back as cash flows become available. Interest has not been imputed on these advances due to its immaterial impact on the financial statements.

Cytta Corp.

(A Development Stage Company)

Notes to Interim Financial Statements

December 31, 2009

(Unaudited)

NOTE 6 -

GOING CONCERN AND LIQUIDITY CONSIDERATIONS

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. As at December 31, 2009, the Company has a loss from operations of $3,463, an accumulated deficit of $236,837, and working capital deficiency of $30,767, and has earned no revenues since inception. The Company intends to fund operations through equity financing arrangements, which may be insufficient to fund its capital expenditures, working capital and other cash requirements for the year ending September 30, 2010.

The ability of the Company to emerge from the development stage is dependent upon, among other things, obtaining additional financing to continue operations, and development of its business plan.

In response to these problems, management intends to raise additional funds through public or private placement offerings.

These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

NOTE 7 -

SUBSEQUENT EVENTS

The Company has evaluated subsequent events from the balance sheet date through February 10, 2010 and determined there are no items to disclose.

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-Looking Statements

Except for historical information, this report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such forward-looking statements involve risks and uncertainties, including, among other things, statements regarding our business strategy, future revenues and anticipated costs and expenses. Such forward-looking statements include, among others, those statements including the words “expects,” “anticipates,” “intends,” “believes” and similar language. Our actual results may differ significantly from those projected in the forward-looking statements. Factors that might cause or contribute to such differences include, but are not limited to, those discussed herein as well as in the “Description of Business – Risk Factors” section in our Annual Report on Form 10-K for the year ended September 30, 2009. You should carefully review the risks described in our Annual Report and in other documents we file from time to time with the Securities and Exchange Commission. You are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this report. We undertake no obligation to publicly release any revisions to the forward-looking statements or reflect events or circumstances after the date of this document.

Although we believe that the expectations reflected in these forward-looking statements are based on reasonable assumptions, there are a number of risks and uncertainties that could cause actual results to differ materially from such forward-looking statements.

All references in this Form 10-Q to the “Company,” “Cytta,” “we,” “us,” or “our” are to Cytta Corp.

Results of Operations

We are a development stage corporation. We have generated no revenues from our business operations since inception (May 30, 2006) and have incurred $236,837 in expenses through September 30, 2009.

The following table provides selected financial data about our company as of December 31, 2009 and September 30, 2009, respectively.

Balance Sheet Data

December 31, 2009

September 30, 2009

Cash and cash equivalents

136

Total assets

136

Total liabilities

30,903

27,440

Shareholders’ equity (deficit)

(30,767)

(27,304)

Net cash provided by financing activities since inception (May 30, 2006) through December 31, 2009 was $107,414, being $86,000 raised from the sale of our common stock and $21,414 from loans from a shareholder.

Plan of Operation

On June 18^th, 2009, the Company entered into a Licensing Agreement with Lifespan, Inc. Through a series of transactions and business developments commencing in 2002, Lifespan had acquired the expertise and licenses to manufacture, distribute and market various technology-based internet access and computing products and services, consisting of internet access devices, related software and hardware and a series of medical peripherals designed and adapted to provide remote non-diagnostic monitoring of

home based and remote patients. Under the terms of the Agreement with Cytta, Lifespan granted the Company the exclusive license to manufacture, sell, distribute, operate, sub-license and market these internet access devices, products and services in the United States. The Company plans to utilize the License to develop a model for the internet access devices which can incorporate the numerous technology advances which are currently available and is currently pursuing this avenue. In exchange for the license, Lifespan has received 120,000,000 shares of the Company’s common stock, plus a license fee equal to one half of one percent (.5%) of the net revenue derived from the sale and use of the products and services.

We have minimal operating costs and expenses at the present time due to our limited business activities. However we anticipate significantly increasing our activities as a result of the license acquisition. Accordingly, we will be required to raise significant capital over the next twelve months, in connection with our license transactions. We do not currently engage in any product research and development however the Company’s license may cause us to engage in research and development in the foreseeable future. We have no present plans to purchase or sell any plant or significant equipment although we may have to acquire some equipment related to the license transaction. We also have no immediate plans to add employees although we may do so in the future as a result of the License acquisition.

Liquidity and Capital Resources

Our cash and cash equivalents balance as of December 31, 2009 was $136.

We are a development stage company and currently have no operations.

We do not have sufficient funds on hand to pursue our business objectives for the near future or to commence 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 a shareholder of the company to pay general operating costs. As of December 31, 2009, we owed him $21,414. The loan does not incur interest or have any repayment terms.

We have minimal operating costs and expenses at the present time due to our limited business activities. 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 sole officer and director. There is no assurance that additional financing will be available from these or other sources, or, if available, that it will be on terms favorable to us.

Going Concern

Our auditors have included an explanatory paragraph in their report on our financial statements relating to the uncertainty of our business as a going concern, due to our limited operating history, our lack of historical profitability, and our limited funds. We believe that we will be able to raise the required funds for operations and to achieve our business plan.

Off-Balance Sheet Arrangements

We have never entered into any off-balance sheet financing arrangements and have not formed any special purpose entities. We have not guaranteed any debt or commitments of other entities or entered into any options on non-financial assets.

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

ITEM 4T.

CONTROLS AND PROCEDURES

Evaluation of Our Disclosure Controls

Under the supervision and with the participation of our senior management, including our chief executive officer and chief financial officer, Stephen Spalding, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of the end of the period covered by this quarterly report (the “Evaluation Date”). Based on this evaluation, our chief executive officer and chief financial officer concluded as of the Evaluation Date that our disclosure controls and procedures were effective such that the information relating to us, required to be disclosed in our Securities and Exchange Commission (“SEC”) reports (i) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and (ii) is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

There have been no changes in our internal control over financial reporting that occurred during the quarter ended December 31, 2009 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

PART II – OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS

In the ordinary course of our business, we may from time to time become subject to routine litigation or administrative proceedings which are incidental to our business. We are not a party to nor are we aware of any existing, pending or threatened lawsuits or other legal actions involving us.

ITEM 1A.

RISK FACTORS

Not applicable.

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

We did not issue any equity securities during the quarter ended December 31, 2009.

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4.

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

ITEM 5.

OTHER INFORMATION

Not applicable.

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

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

CYTTA CORP.

Dated: February 16, 2010

By:/s/ Stephen Spalding

Stephen Spalding
President, Principal Executive and Financial Officer