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

Form 10-Q - 6-30-09

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 June 30, 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: 333-139699


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)

Suite 640, 602 – 12^th Avenue S.W., Calgary, AB Canada T2R 1J3
(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No x

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (Check one).


Large accelerated filer o		Accelerated filer o

Non-accelerated filer o		Smaller reporting company x
(Do not check if a smaller reporting company)

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

As of August 13, 2009, there were 661,400,000 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 Form 10-K filed with the SEC on December 2, 2008. 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 ended September 30, 2009.

CYTTA CORP.

(A Development Stage Company)

INTERIM FINANCIAL STATEMENTS

JUNE 30, 2009

(Unaudited)

Cytta Corp.

(A Development Stage Company)

Balance Sheets


ASSETS
				As of		As of
				June 30,		September 30,
				2009		2008
				*(Unaudited)*

	CURRENT ASSETS
		Cash and cash equivalents	$	136	$	34,536

	NON-CURRENT ASSETS
		Intangible assets, net		119,605		-

	TOTAL ASSETS		$	119,741	$	34,536



LIABILITIES AND STOCKHOLDERS’ EQUITY


	CURRENT LIABILITIES
		Accounts payable and accrued liabilities	$	9,140	$	9,165
		Due to related party (Note 5)		6,770		-

	TOTAL LIABILITIES			15,910		9,165



	STOCKHOLDERS' EQUITY
	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 (484,000,000 - Sept. 30) common shares		6,054		4,840
		Additional paid-in capital		409,386		81,160
		56,000,000 common shares pending cancellation		560		-
		Deficit accumulated during the development stage		(312,169)		(60,629)
	Total Stockholders' Equity			103,831		25,371

	TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY		$	119,741	$	34,536

-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 June 30,				Nine Months Ended June 30,				June 30,
			2009		2008		2009		2008		2009

REVENUES		$	-	$	-	$	-	$	-	$	-

OPERATING EXPENSES (RECOVERY)
	Professional fees		9,836		3,040		29,058		8,295		69,777
	General and administrative (recovery)		(164,056)		5,567		222,482		19,327		242,392
Total Operating Expenses (Recovery)			(154,220)		8,607		251,540		27,622		312,169

Other Income (Expense)			-		-		-		-		-

Provision for Income Taxes (Note 4)			-		-		-		-		-

Net Income (Loss)		$	154,220	$	(8,607)	$	(251,540)	$	(27,622)	$	(312,169)


PER SHARE DATA:

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

	Weighted average number of
	common shares outstanding		962,342,333		484,000,000		1,108,037,463		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
				Nine Months Ended June 30,			June 30,
				2009		2008	2009

OPERATING ACTIVITIES
	Net loss		$	(251,540)	$	(27,622)	$	(312,169)
	Adjustments to reconcile net loss to net cash used in operating activities:
	Amortization and depreciation			395				395
	Changes in Operating Assets and Liabilities:
	Decrease in prepaid expenses			-		818		-
	Increase (decrease) in accounts payable and accrued liabilities			(25)		(1,499)		9,140
		Net Cash Used in Operating Activities		(251,170)		(28,303)		(302,634)

INVESTING ACTIVITIES
		Net Cash Provided by (Used in) Investing Activities		-		-		-

FINANCING ACTIVITIES
	Issuance of capital stock			209,440		-		295,440
	Capital stock pending cancellation			560		-		560
	Advances from a related party			6,770		-		6,770
		Net Cash Provided by Financing Activities		216,770		-		302,770


NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS				(34,400)		(28,303)		136

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD				34,536		63,009		-

CASH AND CASH EQUIVALENTS AT END OF PERIOD			$	136	$	34,706	$	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	$	-	$	120,000

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

Cytta Corp.

(A Development Stage Company)

Notes to Interim Financial Statements

June 30, 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 Vancouver, British Columbia, Canada. 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.

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.

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 and $34,536 in cash and cash equivalents at June 30, 2009 and September 30, 2008, respectively.

Cytta Corp.

(A Development Stage Company)

Notes to Interim Financial Statements

June 30, 2009

(Unaudited)

Start-Up Costs

In accordance with the American Institute of Certified Public Accountants Statement of Position 98-5, “Reporting on the Costs of Start-up Activities”, the Company expenses all costs incurred in connection with the start-up and organization of the Company.

Segmented Reporting

SFAS Number 131, “Disclosure About Segments of an Enterprise and Related Information”, changed the way public companies report information about segments of their business in their quarterly reports issued to shareholders. It also requires entity-wide disclosures about the products and services an entity provides, the material countries in which it holds assets and reports revenues and its major customers. The company presently operates only in the United States.

Intangible assets

Intangible assets are stated at cost. The Company has adopted the policy of depreciation being computed by use of the straight-line method over the term of the licence, which is10 years. The depreciation expense was $395 for the period ended June 30, 2009.

Cytta Corp.

(A Development Stage Company)

Notes to Interim Financial Statements

June 30, 2009

(Unaudited)

NOTE 2 -

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Earnings (Loss) Per Share of Common Stock

The Company has adopted Financial Accounting Standards Board (“FASB”) Statement Number 128, “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.

Comprehensive Income (Loss)

SFAS No. 130, “Reporting 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 June 30, 2009, the Company had no items of other comprehensive income. Therefore, net loss equals comprehensive loss from inception (May 30, 2006) to June 30, 2009.

Stock-Based Compensation

The Company adopted the provisions of Statement of Financial Accounting Standards (“SFAS”) No. 123(R), “Share-Based Payment”, which establishes accounting for equity instruments exchanged for employee services. Under the provisions of SFAS 123(R), stock-based compensation cost is measured at the grant date, based on the calculated fair value of the award, and is recognized as an expense over the employees’ requisite service period (generally the vesting period of the equity grant). The Company accounts for share-based payments to non-employees, in accordance with SFAS 123 (as originally issued) and Emerging Issues Task force Issue No 96-18, “Accounting for Equity Instruments That Are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling, Goods or Services”.

Revenue Recognition

Cytta Corp.

(A Development Stage Company)

Notes to Interim Financial Statements

June 30, 2009

(Unaudited)

The Company recognizes revenue from the sale of products and services in accordance with the Securities and Exchange Commission Staff Accounting Bulletin No. 104 (“SAB 104”), “Revenue Recognition in Financial Statements.” Revenue will consist of plant sales income and will be recognized only when all of the following criteria have been met:

(i)

Persuasive evidence for an agreement exists;

(ii)

Delivery has occurred;

(iii)

The fee is fixed or determinable; and

(iv)

Revenue is reasonably assured.

Cytta Corp.

(A Development Stage Company)

Notes to Interim Financial Statements

June 30, 2009

(Unaudited)

NOTE 2 -

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Recent Accounting Pronouncements

None of the following new pronouncements has current application to the Company, but will be implemented in the Company’s future financial reporting when applicable.

In June 2009, the FASB issued SFAS No. 168, “The FASB Accounting Standards Codification^TM and the Hierarchy of Generally Accepted Accounting Principles—a replacement of FASB Statement No. 162.” FASB Statement No. 162, “The Hierarchy of Generally Accepted Accounting Principles,” which became effective on November 13, 2008, identified the sources of accounting principles and the framework for selecting the principles used in preparing the financial statements of nongovernmental entities that are presented in conformity with GAAP. Statement 162 arranged these sources of GAAP in a hierarchy for users to apply accordingly. Once the Codification is in effect, all of its content will carry the same level of authority, effectively superseding Statement 162. In other words, the GAAP hierarchy will be modified to include only two levels of GAAP: authoritative and nonauthoritative. As a result, this Statement replaces Statement 162 to indicate this change to the GAAP hierarchy. This Statement is effective for financial statements issued for interim and annual periods ending after September 15, 2009.

In June 2009, the FASB issued SFAS No. 167, “Amendments to FASB Interpretation No. 46(R).” This Statement is to improve financial reporting by enterprises involved with variable interest entities. The Board undertook this project to address (1) the effects on certain provisions of FASB Interpretation No. 46 (revised December 2003), “Consolidation of Variable Interest Entities,” as a result of the elimination of the qualifying special-purpose entity concept in FASB Statement No. 166, “Accounting for Transfers of Financial Assets,” and (2) constituent concerns about the application of certain key provisions of Interpretation 46(R), including those in which the accounting and disclosures under the Interpretation do not always provide timely and useful information about an enterprise’s involvement in a variable interest entity. This Statement shall be effective as of the beginning of each reporting entity’s first annual reporting period that begins after November 15, 2009, for interim periods within that first annual reporting period, and for interim and annual reporting periods thereafter. Earlier application is prohibited.

In June 2009, the FASB issued SFAS No. 166, “Accounting for Transfers of Financial Assets—an amendment of FASB Statement No. 140.” This Statement is to improve the relevance, representational faithfulness, and comparability of the information that a reporting entity provides in its financial

Cytta Corp.

(A Development Stage Company)

Notes to Interim Financial Statements

June 30, 2009

(Unaudited)

statements about a transfer of financial assets; the effects of a transfer on its financial position, financial performance, and cash flows; and a transferor’s continuing involvement, if any, in transferred financial assets. The Board undertook this project to address (1) practices that have developed since the issuance of FASB Statement No. 140, “Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities,” that are not consistent with the original intent and key requirements of that Statement and (2) concerns of financial statement users that many of the financial assets (and related obligations) that have been derecognized should continue to be reported in the financial statements of transferors. This Statement must be applied as of the beginning of each reporting entity’s first annual reporting period that begins after November 15, 2009, for interim periods within that first annual reporting period and for interim and annual reporting periods thereafter. Earlier application is prohibited. This Statement must be applied to transfers occurring on or after the effective date.

Cytta Corp.

(A Development Stage Company)

Notes to Interim Financial Statements

June 30, 2009

(Unaudited)

NOTE 2 -

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Recent Accounting Pronouncements (continued)

In May 2009, the FASB issued SFAS No. 165, “Subsequent Events.” The objective of this Statement is to establish general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. In particular, this Statement sets forth: (1) The period after the balance sheet date during which management of a reporting entity should evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements. (2) The circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its financial statements. (3) The disclosures that an entity should make about events or transactions that occurred after the balance sheet date. In accordance with this Statement, an entity should apply the requirements to interim or annual financial periods ending after June 15, 2009.

In May 2008, FASB issued Financial Accounting Standards No. 163, “Accounting for Financial Guarantee Insurance Contracts - an interpretation of FASB Statement No. 60.” Diversity exists in practice in accounting for financial guarantee insurance contracts by insurance enterprises under FASB Statement No. 60, Accounting and Reporting by Insurance Enterprises. That diversity results in inconsistencies in the recognition and measurement of claim liabilities because of differing views about when a loss has been incurred under FASB Statement No. 5, Accounting for Contingencies. This Statement requires that an insurance enterprise recognize a claim liability prior to an event of default (insured event) when there is evidence that credit deterioration has occurred in an insured financial obligation. This Statement also clarifies how Statement 60 applies to financial guarantee insurance contracts, including the recognition and measurement to be used to account for premium revenue and claim liabilities. Those clarifications will increase comparability in financial reporting of financial guarantee insurance contracts by insurance enterprises. This Statement requires expanded disclosures about financial guarantee insurance contracts. The accounting and disclosure requirements of the Statement will improve the quality of information provided to users of financial statements. This Statement is effective for financial statements issued for fiscal years beginning after December 15, 2008, and all interim periods within those fiscal years.

In March 2008, FASB issued Financial Accounting Standards No. 161, “Disclosure about Derivative Instruments and Hedging Activities – an amendment to FASB Statement No. 133.” The use and complexity of derivative instruments and hedging activities have increased significantly over the past

Cytta Corp.

(A Development Stage Company)

Notes to Interim Financial Statements

June 30, 2009

(Unaudited)

several years. Constituents have expressed concerns that the existing disclosure requirements in FASB Statement No. 133, “Accounting for Derivative Instruments and Hedging Activities”, do not provide adequate information about how derivative and hedging activities affect an entity’s financial position, financial performance, and cash flows. Accordingly, this Statement requires enhanced disclosures about an entity’s derivative and hedging activities and thereby improves the transparency of financial reporting. This Statement is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008.

Cytta Corp.

(A Development Stage Company)

Notes to Interim Financial Statements

June 30, 2009

(Unaudited)

NOTE 2 -

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Recent Accounting Pronouncements (continued)

In December 2007, FASB issued Financial Accounting Standards No. 160, “Noncontrolling Interests in Consolidated Financial Statements - an amendment of ARB No. 51.” This statement amends ARB No. 51 to improve the relevance, comparability, and transparency of the financial information that a reporting entity provides in its consolidated financial statements by establishing accounting and reporting standards of the portion of equity in a subsidiary not attributable, directly or indirectly, to a parent. SFAS 160 is effective for fiscal years, and interim periods with those fiscal years, beginning on or after December 15, 2008 (that is, January 1, 2009, for entities with calendar year-ends).

In December 2007, FASB issued a revision to Financial Accounting Standards No. 141 (revised 2007), “Business Combinations.” The objective of this Statement is to improve the relevance, representational faithfulness, and comparability of the information that a reporting entity provides in its financial reports about a business combination and its effects. This Statement applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008.

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.

Cytta Corp.

(A Development Stage Company)

Notes to Interim Financial Statements

June 30, 2009

(Unaudited)

Share Issuance

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 $0.00001 par value stock for every one share outstanding.

Since its inception, the Company has issued oustanding shares of its common stock as follows, retroactively adjusted to give effect to the 20 for 1 forward split:

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

1,400,000

0.15

210,000

06/18/08

Stock issued for license

120,000,000

0.001

120,000

06/30/09

Cumulative Totals

605,400,000

$416,000

Cytta Corp.

(A Development Stage Company)

Notes to Interim Financial Statements

June 30, 2009

(Unaudited)

NOTE 3 - CAPITAL STOCK (continued)

In addition to the above shares, 56,000,000 (2,800,000 pre-split) shares are pending cancellation. These shares were issued and subsequently cancelled when the merger with Ophthalmic International, Inc. was cancelled. However, the physical certificate was lost and thus it is being disclosed separately, the shares were sold at par of $560 and have an offsetting reduction on additional paid in capital of $560.

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 SFAS No. 109 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. Minimal 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 June 30, 2009 of approximately $312,169 will begin to expire in 2026. Accordingly, deferred tax assets of approximately $109,000 were offset by the valuation allowance that increased by approximately $88,000 and $12,100 during the nine-month period ended June 30, 2009 and year ended September 30, 2008, respectively.

NOTE 5 -

DUE TO RELATED PARTY

As of June 30, 2009 and September 31, 2008, the Company was obligated to a stockholder, for a non-interest bearing demand loan with a balance of $6,770 and $nil, respectively. The Company plans to

Cytta Corp.

(A Development Stage Company)

Notes to Interim Financial Statements

June 30, 2009

(Unaudited)

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.

NOTE 6 -

INTANGIBLE ASSETS, NET


					June 30, 2009
Licensing agreement					$ 120,000

Accumulated depreciation and amortization					(395)

Net intangible assets					$ 119,605

NOTE 7 -

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 June 30, 2009, the Company has a loss from operations of $251,540, an accumulated deficit of $312,169, and working capital deficiency of $15,774 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, 2009.

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.

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. 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.

General Overview

We were incorporated in the State of Nevada on May 30, 2006. On December 5, 2008, we entered into an Agreement of Share Exchange and Plan of Reorganization (the “Share Exchange Agreement”) and consummated a share exchange (the “Share Exchange”) with Ophthalmic International, Inc. (“OI”), a Nevada corporation. The closing of the transaction took place on December 9, 2008 (the “Closing Date”) and resulted in the acquisition of OI (the “Acquisition”). Pursuant to the terms of the Share Exchange Agreement, we acquired all of the outstanding capital stock of OI from the five OI shareholders for an aggregate of 56,000,000 shares, or 69.8% of the Company’s common stock. OI was founded in 1997 and until January 2007, was a subsidiary of Coronado Industries, Inc., a publicly traded company. In January 2007, OI was acquired by G. Richard Smith, OI’s President and majority shareholder and formerly Chairman, Director and principal shareholder or Coronado Industries, Inc. Since January 2007, OI has operated as a private company. As a result of the Share Exchange Agreement, the OI shareholders transferred all their interest in OI to the Company and, as a result, OI became our wholly owned subsidiary.

On May 13, 2009 we reached an agreement with OI to reverse this transaction, refer to Item 5 in this report for more detail. Cytta has agreed to return their shares in OI, in exchange for cancelling the 56,000,000 shares that were transferred to the shareholders of OI. Following the discontinuation of our merger with OI, we have determined to look at other ventures of merit to enhance stockholder value. On June 18th, 2009, the Company entered into a Licensing

Agreement with Lifespan, Inc. Lifespan had acquired the exclusive license, for a period of ten years unless earlier terminated under the Agreement, to manufacture, distribute and market various technologies based internet access and computing products and services. Under the terms of the Agreement, Lifespan granted the Company the exclusive license to manufacture, sell, distribute, operate, sub-license and market these products and services in the United States. In exchange for the license, Lifespan has received 120,000,000 (6,000,000 pre-split) shares of the Company’s common stock, plus a license fee equal to one half of one percent (.5%) of the net revenue derived from the sale and use of the products and services.

Results of Operations

We conducted no material operations during the quarter ended June 30, 2009, and do not have any present operations. During the quarter ended June 30, 2009, we generated no revenues.

Liquidity and Capital Resources

The report of our auditors on our audited financial statements for the fiscal year ended September 30, 2008, contains a going concern qualification as we have suffered losses since our inception. We have minimal assets and have achieved minimal operating revenues since our inception. We have depended on loans and sales of equity securities to conduct operations. As of June 30, 2009, and September 30, 2008, we had cash of $136 and $34,536, current assets of $136 and $34,536 and current liabilities of $15,910 and $9,165, respectively. Unless and until we commence material operations and achieve material revenues, we will remain dependent on financings to continue our operations.

Plan of Operation

After our merger with OI in December 2008, our intentions were to manufacture and market a patented Vacuum Fixation Device and patented suction rings to major medical supply companies and health care providers throughout the world. We conducted minimal operations in this line of business and on May 8, 2009, we decided to discontinue operations in this area and to rescind our merger with OI. On June 18th, 2009, the Company entered into a Licensing Agreement with Lifespan, Inc. Lifespan had acquired the exclusive license, for a period of ten years unless earlier terminated under the Agreement, to manufacture, distribute and market various technologies based internet access and computing products and services. Under the terms of the Agreement, Lifespan granted the Company the exclusive license to manufacture, sell, distribute, operate, sub-license and market these products and services in the United States. In exchange for the license, Lifespan has received 120,000,000 (6,000,000 pre-split) shares of the Company’s common stock, plus a license fee equal to one half of one percent (.5%) of the net revenue derived from the sale and use of 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.

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 and Internal Controls

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes of accounting principles generally accepted in the United States. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance of achieving their control objectives. Because of the inherent limitations of internal control, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate this risk.

As of June 30, 2009, management assessed the effectiveness of our internal control over financial reporting. Based on that evaluation, they concluded that, during the period covered by this report, such internal controls and procedures were not effective to detect the inappropriate application of US GAAP rules as more fully described below. The determination of ineffective internal control is based upon the lack of separation of duties. Management has worked with its auditors, Moore and Associates, Charted, to correct these deficiencies in this Form 10-Q, in order to ensure that material information about out business and operations is recorded, processed, summarized and publicly reported with the time periods required under the Exchange Act, and that this information is accumulated and communicated to our management to allow timely decisions about required disclosures. In evaluating the effectiveness of our internal control over financial reporting, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control – Integrated Framework.

Under the supervision and with the participation of our senior management, including our chief executive officer and chief financial officer, Robert Gosine, 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 not effective such that the information relating to us, including our consolidated subsidiaries, 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.

Officers’ Certifications

Appearing as exhibits to this quarterly report are “Certifications” of our Chief Executive Officer and Chief Financial Officer. The Certifications are required pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (the “Section 302 Certifications”). This section of the Quarterly Report contains information concerning the Controls Evaluation referred to in the Section 302 Certification. This information should be read in conjunction with the Section 302 Certifications for a more complete understanding of the topics presented.

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, 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

The Company issued 6,000,000 pre-split shares for a licensing agreement. The shares were issued based on an exemption pursuant to Section 4(2) of the Securities Act of 1933, and Rule 506 of Regulation D promulgated thereunder.

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4.

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

As more fully discussed in our Form 8-K filed with the Securities and Exchange Commission on July 1, 2009, on June 19, 2009, our stockholders and Board of Directors approved resolutions to amend our Articles of Incorporation (the “Amendment”) which Amendment was filed with the Secretary of State of the State of Nevada on July 1, 2009, to effect an increase in the number of our authorized capital 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.

ITEM 5.

OTHER INFORMATION

On June 19, 2009, our Board of Directors approved a twenty-for-one (20:1) forward split of our Common Stock. The forward split was legally effective as of the close of business on July 10, 2009 and following NASDAQ approval, the market effective date for the forward stock split was August 11, 2009. As a result of the forward stock split, every one share of our old Common Stock was converted into twenty shares of our new Common Stock.

NASDAQ issued a new symbol under which our Common Stock will trade. That symbol is “CYCA.” A new CUSIP number has been issued for our new Common Stock (“12673W308”) to distinguish stock certificates issued after the effective date of the forward stock split.

On May 8, 2009, Cytta Corp. (the “Registrant”) entered into an agreement (the “Agreement”), dated May 8, 2009, with Ophthalmic International, Inc., its wholly-owned subsidiary (“OI”), pursuant to which Registrant will be reversing the transaction of December 9, 2008, in which Registrant acquired OI in exchange for 56,000,000 shares of Registrant’s restricted common stock being issued to the shareholders of OI. At the closing of the Agreement, the shareholders of the 56,000,000 shares of Registrant’s common stock will return those shares to Registrant in exchange for Registrant delivering to them their pro-rata shares of outstanding OI common stock. The transaction closed on May 13, 2009.

At the close of the Agreement, on May 13, 2009, G. Richard Smith, the sole Director, Principal Executive Officer and Principal Financial Officer of Registrant, resigned from all of his positions after appointing Mr. Robert Gosine as the sole Director and Principal Executive Officer. Mr. Gosine had been a Director and Principal Executive Officer of the Registrant prior to December 9, 2008.

ITEM 6.

EXHIBITS

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: August 19, 2009

By: /s/ Stephen Spalding

Stephen Spalding
President, Principal Executive and Financial Officer