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

Form 10-Q - Q/E 3/31/09 (00104015-2).DOC

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended March 31, 2009

☐ 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.)

Suite 640, 602 – 12^th Avenue S.W., Calgary, AB Canada T2R 1J3
(Address of principal executive offices)

(786) 395-5997
(Registrant’s telephone number, including area code)

16857 E. Saguaro Blvd., Fountain Hills, Arizona, 85268
(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 ☐ 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 ☐

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 ☐
(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 ☐

As of May 8, 2009, there were 82,326,500 shares of the issuer’s 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 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 & SUBSIDIARIES UNAUDITED CONSOLIDATED BALANCE SHEET March 31, 2009(Unaudited) and September 30, 2008 ASSETS

	3/31/2009	9/30/2008
CURRENT ASSTS
Cash & Cash Equivalents	$ -	$ 283
Accounts Receivable	4,936	45,684
Inventory	6,142	4,624

Total Current Assets	$ 11,078	$ 50,591

Property and equipment, net	3,869	4,268

OTHER ASSETS
Deposits	4,520	4,520

TOTAL ASSETS	$ 19,467	$ 59,379

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES

Notes payable - related parties	$ 205,000	$ 260,860
Notes payable	259,765	180,000
Accounts payable	83,353	24,435
Cash Overdraft	1,659	-
Accrued interest	49,641	30,427
Accrued taxes	163,794	163,794
TOTAL LIABILITIES	$ 763,212	$ 659,516

COMMITMENTS	-	-

Preferred Stock, $0.001 par value, 100,000,000 shares
authorized and zero shares outstanding at December 31, 2008
and September 30, 2008 respectively	-	-

Common Stock - $0.001 par value; 400,000,000 shares
authorized 82,326,500 and 24,200,000 shares outstanding at
March 31, 2009 and September 30, 2008, respectively	80,327	24,200
Additional paid-in capital	12,582,721	12,238,976
Accumulated deficit	(13,406,793)	(12,863,313)
TOTAL STOCKHOLDERS' EQUITY(DEFICIT)	(743,745)	(600,137)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY(DEFICIT)	$ 19,467	$ 59,379

The accompanying notes are an integral part of these unaudited consolidated financial statements


CYTTA CORP & SUBSIDIARIES UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS For the three and six months ended March 31, 2009 and 2008
	Three months ended,		Six months ended,
	2009	2008	2009	2008

PRODUCT REVENUES	$ -	$ 12,968	$ 34,970	$ 33,787

Cost of Product Revenues	255	16,261	4,038	21,908
GROSS PROFIT	(255)	(3,293)	30,932	11,879

GENERAL & ADMINISTRATIVE EXPENSES
Salaries and wages	5,850	15,500	12,350	26,000
Legal and professional fees	45,288	8,448	64,688	8,448
Rent expense	13,560	13,560	27,120	27,120
Selling & marketing expenses	360,000	-	370,045	-
Miscellaneous expense	33,744	58,613	71,836	84,655
TOTAL GENERAL & ADMINISTRATIVE EXPENSES	458,442	96,121	546,039	146,223
LOSS FROM OPERATIONS	$ (458,697)	$ (99,414)	$ (515,107)	$ (134,344)
OTHER INCOME (EXPENSES)
Other Income	-	10,000	745	10,000
Other Expense	-	-	-	-
Interest expense	(14,623)	(18,597)	(29,118)	(18,597)

TOTAL OTHER INCOME (EXPENSES)	(14,623)	(8,597)	(28,373)	(8,597)
NET LOSS	$ (473,320)	$ (108,011)	$ (543,480)	$ (142,941)
Basic Loss per Share	(0.01)	(0.00)	(0.01)	(0.01)
Weighted Average Shares Outstanding	80,284,152	24,200,000	58,704,077	24,200,000

The accompanying notes are an integral part of these unaudited consolidated financial statements


CYTTA CORP && SUBSIDIARIES UNAUDITED CONSOLIDATED STATEMENT OF CASH FLOWS
	Six months ended March 31,
	2009	2008
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS:

CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss	$ (543,480)	$ (142,941)
Adjustments to reconcile net income to net
cash provided (used) by operating activities:
Depreciation	399	-
Common stock issued for services	374,498	-

Changes in Assets and Liabilities:
Accounts Receivable	40,748	7,290
Inventory	(1,518)	1,111
Accounts payable	49,757	(965)
Accrued interest	19,213	9,847
NET CASH USED IN OPERATING ACTIVITIES	$ (60,383)	$ (125,658)

CASH FLOWS FROM FINANCING ACTIVITIES:
Overdraft Loan	$ 1,659	817
Proceeds from borrowings	63,380	138,560
Payment to Borrowers	(39,475)	(16,500)

NET CASH PROVIDED BY FINANCING ACTIVITES	$ 25,564	$ 122,877

NET CHANGE IN CASH & CASH EQUIVALENTS	(34,819)	(2,781)

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD	34,819	2,781

CASH AND CASH EQUIVALENTS AT MARCH 31, 2009 and 2008	$ -	$ -

Supplemental disclosure of cash flow information:

Cash paid during the three months for:

Interest	$ 9,155	$ -

Non Cash Transactions:
Issuance of common stock for services	$ 374,498	$ -

The accompanying notes are an integral part of these unaudited consolidated financial statements

CYTTA CORP AD SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS

Ophthalmic International, Inc. (OI) was incorporated in March 1997 in the state of Nevada. The Company had been a wholly owned subsidiary of Coronado Industries, Inc until January 26, 2007 when the Company and its subsidiaries were purchased from Coronado Industries, Inc. for cash and other consideration.

Cytta Corp. (CC) 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. The Company fiscal year end is September 30.

On December 5, 2008 CC consummated an Agreement of Share Exchange and Plan of Reorganization (The Agreement)with OI. Pursuant to the Agreement CC agreed to issue an aggregate of 56,000,000 shares of its restricted common stock to all of the shareholders of OI in exchange for all the issued and outstanding common stock shares or OI.

The exchange of shares has been accounted for as a reverse merger in the form of a recapitalization with OI as the “accounting acquirer” and the surviving entity. After the merger OI retained the “legal acquirer” name of CYTTA Corp (The Company) and the fiscal year of September 30. Operations after the merger will be based in Fountain Hills, Arizona where The Company intends 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.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION

In the opinion of management, the accompanying consolidated financial statements reflect all adjustments (consisting of normal recurring accruals) necessary to present fairly the Company’s financial position as of March 31, 2009 and the results of its operations, changes in stockholders’ deficit, and cash flows for the three months ended March 31, 2009. Although management believes that the disclosures in these consolidated financial statements are adequate to make the information presented not misleading, certain information and footnote disclosures normally included in financial statements that have been prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to the rules and regulations of the Securities Exchange Commission.

The result of operations for the three months ended March 31, 2009 are not necessarily indicative of the results that may be expected for the full year ending September 30, 2009. The accompanying consolidated financial statements should be read in conjunction with the more detailed consolidated financial statements, and the related footnotes thereto, filed with the Company’s Annual Report on Form 10-K for the year ended September 30, 2008.

GOING CONCERN

The Company’s financial statements are presented on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has not made an operating profit since 1997. Further, the Company has a working capital deficit of $(752,133) and a negative net worth of $(13,406,793) as of March 31, 2009.

CYTTA CORP AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(Continued)

The financial statements do not include any adjustments to reflect the possible future effects of the recoverability and classification of assets or the amounts and classifications of liabilities that may result from the uncertainty of the Company’s ability to continue as a going concern

PRINCIPLES OF CONSOLIDATION

The consolidated financial statements include the financial position, results of operations, cash flows and changes in stockholders’ deficit of CYTTA Corp and its wholly-owned subsidiaries. All material intercompany transactions, accounts and balances have been eliminated.

USE OF ESTIMATES IN THE PREPARATION OF FINANCIAL STATEMENTS

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 amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

FOREIGN CURRENCY TRANSACTIONS

The Company’s functional currency before the date of the merger was the Canadian Dollar. The Company’s reporting currency is the U.S. Dollar. All transactions initiated in Canadian Dollars are translated to U.S. Dollars in accordance with SFAS No. 52 “Foreign Currency Translation” as follows:

(i)Monetary assets and liabilities at the rate of exchange in effect at the balance sheet date;

(ii)Equity at historical rates; and

(iii)Revenue and expense items at the average rate of exchange prevailing during the period.

Adjustments arising from such translations are deferred until realization and are included as a separate component of stockholders’ equity as a component of comprehensive income or loss. Therefore, translation adjustments are not included in determining net income (loss) but reported as other comprehensive income.

For foreign currency transactions, the Company translates these amounts to the Company’s functional currency at the exchange rate effective on the invoice date. If the exchange rate changes between the time of purchase and the time actual payment is made, a foreign exchange transaction gain or loss results which is included in determining net income for the period.

No significant realized exchange gains or losses were recorded from inception May 30, 2006 to December 31, 2008.

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 March 31, 2009, the Company had no items of other comprehensive income. Therefore, net loss equals comprehensive loss from inception May 30, 2006 to March 31, 2009.

CYTTA CORP AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(Continued)

REVENUE RECOGNITION(Continued)

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

The company recognizes revenue based on guidance provided in Securities and Exchange Commission (“SEC”) Staff Accounting Bulletin (“SAB”) No. 104, “Revenue Recognition,” and in accordance with Emerging Issues Task Force (“EITF”) Issue No. 00-21, “Revenue Arrangements with Multiple Deliverables.” The Company recognizes revenue when persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, our price is fixed or determinable, and collectibles is reasonably assured. We recognize revenue on our standard products when title passes to the customer upon shipment. The standard products do not have customer acceptance criteria. The company has standard rights of return that are accounted for as a warranty provision under SFAS No. 5, “Accounting for Contingencies.” The company does not have any price protection agreements or other post shipment obligations. For custom equipment where customer acceptance is part of the sales agreement, revenue will be recognized when the customer has accepted the product. In case where custom equipment does not have customer acceptance as part of the sales agreement, revenue will be recognized upon shipment, as long as the system meets the specifications as agreed upon with the customer. Certain transactions may have multiple deliverables, with the deliverables clearly defined. To the extent that the secondary deliverables are other than perfunctory, the company will recognize the revenue on each deliverable, if separable, or on the completion of all deliverables, if not separable.

RECENT ACCOUNTING PRONOUNCEMENTS

In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities (“SFAS 159”), which provides companies with an option to report selected financial assets and liabilities at fair value with the changes in fair value recognized in earnings at each subsequent reporting date. SFAS 159 provides an opportunity to mitigate potential volatility in earnings caused by measuring related assets and liabilities differently, and it may reduce the need for applying complex hedge accounting provisions. SFAS 159 is effective for fiscal years beginning after November 15, 2007. The Company does not expect SFAS No. 159 will have a material effect on its financial statements.

CYTTA CORP AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(Continued)

RECENT ACCOUNTING PRONOUNCEMENTS(Continued)

In December 2007, the FASB issued SFAS No. 141(R), Business Combinations (“SFAS 141(R)”). SFAS 141(R) requires that the acquisition method of accounting be applied to a broader set of business combinations and establishes principles and requirements for how an acquirer recognizes and measures in its financial statements the identifiable assets acquired, liabilities assumed, any noncontrolling interest in the acquiree, and the goodwill acquired. SFAS 141(R) also establishes the disclosure requirements to enable the evaluation of the nature and financial effects of the business combination. SFAS 141(R) is effective for fiscal years beginning after December 15, 2008. The Company does not expect SFAS No. 141 will have a material effect on its financial statements.

In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements — an amendment of ARB No. 51 (“SFAS 160”). SFAS 160 requires that the noncontrolling interest in the equity of a subsidiary be accounted for and reported as equity, provides revised guidance on the treatment of net income and losses attributable to the noncontrolling interest and changes in ownership interests in a subsidiary and requires additional disclosures that identify and distinguish between the interests of the controlling and noncontrolling owners. SFAS 160 also establishes disclosure requirements that clearly identify and distinguish between the interests of the parent and the interests of the noncontrolling owners. SFAS 160 is effective for fiscal years beginning after December 15, 2008. The Company does not expect SFAS No. 160 will have a material effect on its financial statements.

In March 2008, the FASB issued SFAS 161, about Derivative Instruments and Hedging Activities (“SFAS 161”), which becomes effective for the Company on January 1, 2009. This standard amends and expands the disclosure requirements of FASB Statement No. 133, Accounting for Derivative Instruments and Hedging Activities. FAS 161 requires disclosures related to objectives and strategies for using derivatives; the fair-value amounts of, and gains and losses on, derivative instruments; and credit-risk-related contingent features in derivative agreements. The effect on the Company’s disclosures for derivative instruments as a result of the adoption of FAS 161 in 2009 will depend on the company’s derivative instruments and hedging activities at that time.

In May 2008, the FASB issued SFAS No. 162, The Hierarchy of Generally Accepted Accounting Principles (“SFAS 162”). This Statement identifies the sources of accounting principles and the framework for selecting the principles to be used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles (GAAP) in the United States (the GAAP hierarchy). The Board believes that the GAAP hierarchy should be directed to entities because it is the entity (not its auditor) that is responsible for selecting accounting principles for financial statements that are presented in conformity with GAAP. This Statement is effective 60 days following the SEC’s approval of the Public Company Accounting Oversight Board amendments to AU Section 411, The Meaning of Present Fairly in Conformity With Generally Accepted Accounting Principles.

In May 2008, the FASB issued SFAS No. 163, Accounting for Financial Guarantee Insurance Contracts – an interpretation of FASB Statement No. 60 (“SFAS 163”). 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 by lessening inconsistencies in the recognition and measurement of claim liabilities due to differing views about when a loss has been incurred under FASB Statement No. 5, Accounting for Contingencies. The Company does not expect SFAS No. 163 will have a material effect on its financial statements.

CYTTA CORP AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

LOSS PER SHARE

Basic loss per share includes no dilution and is computed by dividing loss to common stockholders by the weighted average number of common shares outstanding for the period.

NOTE 3 - EQUITY

On November 18, 2008 the Board of Directors approved a 4 for 1 forward stock split.

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. These ventures may involve sales of our debt or equity security in a merger, acquisition, or similar transaction. To date, we have achieved no operating revenues and have yet to engage in any such ventures.

Results of Operations

We conducted no material operations during the quarter ended March 31, 2009, and do not have any present operations. During the quarter ended March 31, 2009, we generated no revenues.

Revenues in the six-months ended March 31, 2009 were $34,970, an increase of 3.5% over the same period of the prior year, General and Administrative Expenses were $546,039 an increase of 373.4%, and total expenses far exceeded revenues. The primary reason for the increase in General and Administrative Expenses for the six-months ending March 31, 2009 over the same period of the prior year was the increased Legal and Professional Fees relating to the acquisition of Ophthalmic International, Inc. in December 2008. We accrued no compensation for our President in the six-months ended March 31, 2009.

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 March 31, 2009, and September 30, 2008, we had cash of $(1,659) and $283, current assets of $11,078 and $50,591 and current liabilities of $763,212 and $659,516, 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. We are looking at ventures of merit for corporate participation as a means of enhancing stockholder value. This may involve sales of our equity or debt securities in a merger or acquisition transaction.

We have minimal operating costs and expenses at the present time due to our limited business activities. Accordingly, absent changed circumstances, we will not be required to raise significant capital over the next twelve months, although we may do so in connection with or in anticipation of possible acquisition transactions. We do not currently engage in any product research and development and have no plans to do so in the foreseeable future. We have no present plans to purchase or sell any plant or significant equipment. We also have no present plans to add employees although we may do so in the future if we engage in any merger or acquisition transactions.

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 March 31, 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 March 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

The Company issued 70,000 shares for services. 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

None.

ITEM 5.

OTHER INFORMATION

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: May 19, 2009

By: /s/ Robert Gosine

Robet Gosine
President, Principal Executive and Financial Officer