CYTTA CORP. - Quarter Report: 2012 December (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10 – Q

(Mark One)

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

For the quarterly period ended December 31, 2012

or

£ 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

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 R No £

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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 R

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 R
(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 R

As of February 15th, 2013, there were 1,670,078,203 shares of the issuer’s common stock, par value $0.00001, outstanding.

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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, 2012 Form 10-K filed with the SEC on February 6^th, 2013. 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.

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Cytta Corp.
Statements of Operations
(Unaudited)
			For the Three Months Ended
			December 31,
			2012		2011
REVENUES			$ -		$ 12,000
		Cost of Goods sold	-		10,909
		Gross margin	-		1,091
OPERATING EXPENSES
	Professional fees		26,000		-
	Management fees		98,692		107,110
	General and administrative		200,445		216,452
	Impairment of licensing agreement		-		-
		Total Operating Expenses	325,137		323,562
NET LOSS FROM OPERATIONS			(325,137)		(322,471)
OTHER INCOME (EXPENSE)
	Interest income		-		151
	Interest expense		-		-
		Total Other Income (Expense)	-		151
NET LOSS BEFORE TAXES			(325,137)		(322,320)
	Provision for income taxes		-		-
NET LOSS			$ (325,137)		$ (322,320)
PER SHARE DATA:
	Basic and diluted income
		(loss) per common share	$ (0.00)		$ (0.00)
	Weighted average number of
		common shares outstanding	1,670,078,203		1,623,665,160

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Cytta Corp.
Statements of Cash Flows
(Unaudited)
				For the Three Months Ended
				December 31,
				2012		2011
CASH FLOWS FROM OPERATING ACTIVITIES
	Net income (loss)			$ (325,137)		$ (322,320)
	Adjustments to reconcile net income (loss) to net
	cash from operating activities:
		Depreciation and amortization		1,114		790
		Issuance of common stock
			for services and expenses	-		91,000
	Beneficial interest expense			128,700		-
	Changes in Operating Assets and Liabilities:
		Inventory		-		3,486
		Accounts payable and accrued liabilities		-		4,440
			Net cash from operating activities	(195,323)		(222,604)
CASH FLOWS FROM INVESTING ACTIVITIES
	Collateralized loan to shareholder			-		(17,500)
		Net cash from investing activities		-		(17,500)
CASH FLOWS FROM FINANCING ACTIVITIES
	Preferred stock issued for cash			-		300,000
	Proceeds from stock subscriptions payable			100,100		-
	Advances from related parties			105,500		97,000
	Repayment of advances from related parties			-		-
		Net cash from financing activities		205,600		397,000
NET CHANGE IN CASH				10,277		156,896
CASH AT BEGINNING OF PERIOD				36,080		97,899
CASH AT END OF PERIOD				$ 46,357		$ 254,795
SUPPLEMENTAL CASH FLOW DISCLOSURES
	Cash paid for interest			$             -		$             -
	Cash paid for income taxes			$             -		$             -
NON-CASH INVESTING AND FINANCING ACTIVITIES
	Common stock issued for debt			$             -		$             -
	Common stock issued for licensing agreement			$             -		$             -

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CYTTA CORP.
Condensed Notes to Financial Statements
December 31, 2012 and September 30, 2012

NOTE 1 - CONDENSED FINANCIAL STATEMENTS

The accompanying financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows at December 31, 2012, and for all periods presented herein, have been made.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company's September 30, 2012 audited financial statements. The results of operations for the period ended December 31, 2012 is not necessarily indicative of the operating results for the full year.

NOTE 2 - GOING CONCERN

The Company's financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.

In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management's plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking equity and/or debt financing. However management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

USE OF ESTIMATES

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

The following have been added to United States generally accepted accounting standards.

Intangibles – Goodwill and Other (Topic 350) issued September 15, 2011.

The amendments in this will allow an entity to first assess qualitative factors to determine whether it is necessary to perform the two-step quantitative goodwill impairment test.  Under these amendments, an entity would not be required to calculate the fair value of a reporting unit unless the entity determines, based on a qualitative assessment, that it is more likely than not that its fair value is less than its carrying amount.  The amendments include a number of events and circumstances for an entity to consider in conducting the qualitative assessment.

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Compensation-Retirement Benefits-Multiemployer Plans (Subtopic 715-80) issued September 21, 2011.

This amendment requires additional disclosures about an employer’s participation in a multiemployer plan.

Property, Plant and Equipment (Topic 360) issued December 14, 2011

These amendments resolve the diversity in practice about whether the guidance in Subtopic 360-20, Property, Plant, and Equipment-Real Estate Sales, applies to a parent that ceases to have a controlling financial interest (as described in Subtopic 810-10, Consolidation-Overall) in a subsidiary that is in substance real estate as a result of default on the subsidiary’s nonrecourse debt.  This change does not address whether the guidance in Subtopic 360-20 would apply to other circumstances when a parent ceases to have a controlling financial interest in a subsidiary that is in substance real estate.

Balance Sheet (Topic 210) issued December 16, 2011

This change provides enhanced disclosures that will enable users of its financial statements to evaluate the effect or potential effect of netting arrangements on an entity’s financial position.  This includes the effect or potential effect of rights of setoff associated with an entity’s recognized assets and recognized liabilities within the scope of this amendment.  The amendment requires enhance disclosures by requiring improved information about financial instruments and derivative instruments that are wither (1) offset in accordance with wither Section 210-20-45 or Section 815-10-45 or (2) subject to an enforceable master netting arrangement or similar agreement, irrespective of whether they are offset in accordance with wither Section 210-20-45 or Section 815-10-45.

Comprehensive Income (Topic 210) issued December 23, 2011

This change pushes back some of the previous changes to comprehensive income until the Board can decide on presentation policies for presentation requirements for reclassifications out of accumulated other comprehensive income for annual and interim financial statements for public, private, and non-profit entities.

Health Care Entities (Topic 954) issued July 24, 2012

This amendment is to clarify the reporting for refundable advance fees received by continuing care retirement communities.

Intangibles – Goodwill and Other (Topic 350) issued July 27, 2012

These amendments will allow an entity to first assess qualitative factors t determine whether it is necessary to perform a quantitative impairment test.  Under these amendments, an entity would not be required to calculate the fair value of an indefinite-lived intangible asset unless the entity determines, based on qualitative assessment, that it is not more likely than not, the indefinite-lived intangible asset is impaired.  The amendments include a number of events and circumstances for an entity to consider in conducting the qualitative assessment.

None of these new standards have a direct effect on the quarterly financial statements.

NOTE 4 - RELATED PARTY NOTES PAYABLE

As of December 31, 2012 and September 30, 2012 the Company owed various related parties $766,032 and $660,532 respectively. The notes are unsecured, bear no interest and are due on demand.

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NOTE 5 - STOCKHOLDERS' EQUITY

During the quarter ended December 31, 2012 the Company accepted $100,100 in subscriptions for 143,000,000 common shares and 143,000,000 warrants.  The warrants are exercisable at $0.0015 per share until October 31, 2013.  The value of the warrants was calculated at $0.0006 per share with the stock price at $0.001, interest rate at .15% and volatility at 184.5%.

Preferred Stock Designation

On December 5, 2012 the Company filed a Certificate of Designation with the Nevada Secretary of State to designate 10,000,000 shares of its authorized 100,000,000 shares of preferred stock as Class D Preferred Stock.  These preferred shares were given voting rights of 300 votes for each share of preferred share held.  They also carry a conversion factor of 1 share of preferred stock to 300 shares of common stock.  No shares have been issued as of December 31, 2012.

NOTE 6 - SUBSEQUENT EVENTS

In accordance with ASC 855-10 the Company has evaluated all material subsequent events from the balance sheet date through the date of this report. There have been no other reportable subsequent events.

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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, 2012. You should carefully review the risks described in our Annual Report and in other documents we file from time to time with the Securities and Exchange Commission. You are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this report. We undertake no obligation to publicly release any revisions to the forward-looking statements or reflect events or circumstances after the date of this document.

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

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

Results of Operations

We have generated no new revenues from our business operations in the three months since September 30, 2012 and generated $43,943 in revenues from our business operations during the fiscal year ended September 30, 2012 and incurred $ 325,137 in total operating expenses this quarter.

The following table provides selected financial data about our Company as of December 31, 2012 and September 30th, 2012, respectively.

Net cash from operating activities during the quarter was $(195,323).

Plan of Operation

Cytta’s technology called Cytta Connect^TM is the world’s first open source Special Purpose Medical Network.  Our unique and proprietary system allows us to connect all forms of Bluetooth enabled monitoring devices (FDA and Non FDA) seamlessly through an Android Smartphone and deliver the data in real-time to a cloud based data repository which can easily be customized to our client’s requirements.

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The Cytta Connect^TM system is a cost effective system that works with any manufacturers’ off the shelf Bluetooth enabled monitoring device and any Android Smartphone provisioned with the Cytta platform.  The Cytta Connect system works seamlessly everywhere there is cellular service.  Cytta Connect is currently implementing systems to monitor, COPD, Asthma, Diabetes, Hypertension and Obesity as well as several major causes of hospital readmission

On June 18th, 2009, the Company entered into a Licensing Agreement with Lifespan, Inc. a Nevada Corporation.  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 and telephony based 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 patient monitoring (RPM) of home based and remote patients.  

On November 10th, 2010, the Company entered into an MVNO Mobile Virtual Network Operator Agreement (herein “MVNO Agreement”) with Vonify Inc. of Toronto, Canada and Georgetown, Grand Cayman Island, BWI (herein “Vonify”) and MVNO Mobile Virtual Network Operator Corp (herein “MVNO”) of New Westminster, Canada (“MVNO Corp.”) a company owned and controlled by Mr. Gary Campbell an Officer and Director and controlling shareholder of Cytta for a license to provide all the “Services” of the Vonify Network to third parties, in the medical marketplace in the USA as a Special Purpose Medical Network.  Cytta may only resell Services to third parties who are also End Users and such third parties may not further resell the Services.  Cytta is expressly permitted to use and develop their own applications and programing for the phones and may develop and utilize applications which require modification of the “native” or “core” programing of the Smartphones provided it does not have a deleterious effect upon the Network.

The Vonify Network includes those integrated mobile switching facilities, servers, cell sites, telecom and internet connections, billing systems, validation systems, gateways, landline switches and other related facilities used to provide the Services.   Vonify operates the network utilizing the C & F Block Spectrum Licenses and associated roaming agreements and all the land, towers and antennas along with the associated network agreements.  

Pursuant to Cytta’s MVNO agreement with Vonify, the Services to be marketed by Cytta are defined as wireless telecommunications services for the Global System for Mobile (GSM) communications.   The Company is fully utilizing the Vonify network in the US and utilizing Vonify SIM cards installed on numerous brands of android smartphones and tablets deployed in various parts of the US.  The Vonify network is fully functional and compliant in regards to voice, data and SMS connectivity.  The network is suitable in all aspects for utilization by Cytta for the movement of medical, health and wellness information gathered from Bluetooth enabled remote medical monitoring devices.  The Cytta Connect^TM Medical smartphones and tablets are also fully functional voice, data and SMS cell phones.  

On January 25th, 2012, the Company’s Board ratified an executed Wireless Data Machine to Machine (M2M) Communications Agreement with ATT Mobility II, LLC on behalf of its affiliates AT&T or AT&T Mobility (herein AT&T) pursuant to the terms of which Cytta agrees to purchase from AT&T and AT&T agrees to sell to Cytta wireless service for use in machine to machine communications on AT&T’s Wireless Data Network.  Through AT&T, Cytta can offer a nationwide Data GSM/GPRS footprint across 100 percent of the AT&T service area. GSM also provides global compatibility resulting in more international roaming potential.  Cytta has currently activated its first AT&T SIMs through its VPN and has distributed the first SIMs to evaluate their market potential.  Additional setup, activation and details are currently being explored between the parties. This transaction is more fully described in our Current Report on Form 8-K filed with the Securities and Exchange Commission on January 31st, 2012.

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Since the acquisition of the Lifespan technology, and the rights to utilize the Vonify Wireless Network through the Vonify MVNO Agreement, and the AT&T Data MVNO agreement, and the Agreements with the medical device manufacturers, the Company has now completed the development of a remote medical monitoring model or remote patient monitoring (RPM) system designed to deliver seamless, near real-time, medical data transmission from home to Insurer/Provider.  The Company’s system seamlessly collects the data generated by the portable or home based medical monitoring devices (such as blood pressure, scale, blood glucose, pulse oxygen etc.), utilizing Bluetooth connectivity. This medical data is sent via Bluetooth from the medical device to the Company’s Medical Smartphone, which is also located in the home and/or held by the patient.

The Company’s Medical Smartphone, contains proprietary device resident or “native” programming, consisting of a “Firmware Client” or “Super App” developed by Connected Health Pte. Ltd. in conjunction with the Cytta Special Purpose Network and which is licensed to Cytta pursuant to the July 14^th, 2011 License Agreement.  This application for the phones is designed to automatically receive Bluetooth data and perform autonomous control and connectivity functions utilizing the voice, data and SMS capability of the Smartphone or tablet. Connected Health is a wireless health innovator committed to developing health monitoring connectivity solutions which when installed on the Cytta Medical Smartphone, automatically receives the medical data and utilizes the Company’s wireless telecommunication services, to transmit the data through the cellular network to Cytta’s proprietary online or Cloud based Cytta Data repository Dashboard called the ‘Instant EMR^TM’.  

From the Online or Cloud based Cytta Data repository Dashboard or ‘Instant EMR^TM’ the data can be utilized as part of the electronic medical monitoring systems (EMR’s) of the major Medical Groups (such as Insurance Companies, Disease Management Companies, Health Delivery Organizations, Health Plans, Home Health Agencies, Managed Care Organizations, Medical Groups and IPAs) who have placed the systems in the homes of their clients requiring remote patient monitoring.  These Medical Groups contract with Cytta and are responsible for installing, monitoring and financing the system in the homes of their clients who require monitoring.

The Company has currently entered into agreements with respected medical device manufacturers A&D Medical, Nonin Medical, ForaCare, and Entra Health, which have allowed Cytta to design our ecosystem to incorporate their double FDA approved medical monitoring devices to for measurement of Blood Pressure, Glucose Values, Weight, Temperature, Pulse, and Oxygen Saturation. The Company is now capable of adding any Bluetooth remote monitoring device to the Cytta Connect ecosystem whether FDA approved or Non FDA approved and is currently working to add PT/INR, ECG Rhythms, Respiration, and a personal emergency response system (PERS) into the Cytta Ecosystem.  

The Company has now completed the integration of the proprietary Firmware Client with other elements of the system and have installed the technology on several Nexus One, HTC My Touch, HTC Wildfire, HTC Sense, Sony Xperia android smartphones as well as with the Samsung and HTC tablets.  The testing and integration of the combination Smartphone/tablets and Firmware Client, which has collectively been described as the Cytta Medical Smartphone or the Cytta Medical Tablet, with the double FDA blood pressure, weight scale, pulse/oximetry and blood glucose devices, has been completed and are all functioning seamlessly.  The Company has completed the development of the relational data base and the GUI developed therefrom consisting of ‘Online Data Presentation Screens” Dashboard or ‘Instant EMR^TM’ to represent the data captured by the system for its clients.  

The Company began its first trial installations of the complete Cytta Ecosystems in September 2011 in the US, with two Medical Group clients wishing to utilize and or participate in the Company’s “medical monitoring ecosystem’. In March 2012 the Company commenced its first major installation and product evaluation with a major medical Insurance Co/Payor.  The Company also delivered its second round of orders to its first two medical group clients and has received notice of upcoming further installations.

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Upon successful conclusion of the Insurance co/Payor Pilot Program evaluation, the Company planned to begin full deployment of its systems and commence operations as a Medical Health Service Provider (MHSP). In November 2012 the Company received the 6 Month Pilot Program Whitepaper dated September 30, 2012 independently prepared by the major medical Insurance Co/Payor with whom the Pilot program was conducted.  The conclusions of their Independent Whitepaper stated,

“This trial demonstrated the ability to significantly reduce costs for high risk patients through use of the CYTTA Connect Ecosystem.  The trial demonstrated the ability to quickly achieve cost savings, decrease resource utilization, improve care coordination, and increase adherence to evidence based guidelines.  Adherence to evidence based guidelines is increasingly important as CMS 5 STAR ratings garner importance

Care costs were reduced on average by $11,078 [or $1,846 per member per month] for each trial participant.  This trial did not specifically address long term cost of care.  However, these patients were selected for the inabilities of the existing healthcare system and care coordination programs to cost effectively address their short or long term healthcare needs.  One trial participant noted he realized more value and benefit in 2 months of trial participation compared to his previous 17 months of participation in the best available care coordination services.  A quite handsome return on investment is present if the care coordination system is priced at less than $2,000 per year.

 Summary of Trial results

This trial also demonstrated that home biometric monitoring using the CYTTA Connect Ecosystem can be easily introduced, dispensed and utilized in the home setting.  Care team training was easily completed.  CYTTA Connect was easy for patients and care coordinators to learn and effectively use.  Technical troubleshooting was prompt and effective.

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Improved patient engagement and ability to self-manage care will become increasingly important and require new resource allocation because CMS will soon require Stage II Readiness participation.  Through repeated collection and review of biometric data patients learn how to titrate medications and adjust behaviors to achieve target goals which is a cornerstone of CMS 5 STAR performance and CMS Stage II Readiness.   Patients and the care coordination team are prompted by alerts to evaluate and to intervene in real time.  This produces a patient who is more engaged and prospectively aware of how they must modify behaviors and medications to meet target metrics through self-management.  Additionally, improved achievement of target metrics produces significant provider and care team satisfaction.  Efforts of both become both more effective and more efficient.  

Effective use of the CYTTA Connect Ecosystem requires the managing physicians to develop and communicate care plans and standing orders to adjust medications to achieve target goal.  Too often the goals of care and associated care plans including medication administration are poorly communicated or not present.  Patients travel through various sites of service and levels of care without a clear understanding of the expected behaviors and medication usage to be executed in the home setting.  CYTTA Connect in conjunction with care coordination resolves this deficit and allows for care plan and medication revision as the patient disease processes change in the home environment.  Through repeated measurement and with focused care coordination the patient learns how to better manage their health care needs.  This produces a patient who is more engaged and prospectively aware of how they must modify behaviors and medications to meet target metrics.  This also produces a more satisfied patient, physician, and care coordination team.  

This trial discovered patients view CYTTA Connect and remote telemonitoring as a special benefit to patients who are encouraged to retain their relationship with Heritage to continue to access and build their personal health database.  Patients develop a special relationship with their care coordination team. The patients viewed CYTTA Connect and care coordination activities as a value rather than an intrusion because information and advice generated by the trial were specific to the patient and time sensitive.  

This trial enabled physicians and care coordinators to more effectively manage a larger number of patients.  Current care coordination ratios can be expanded by 20% using biometric remote telemonitoring through reduced telephone tag and elimination of unfocused, subjective, generic discussions with patients.  Instead specific biometric data, medication usage, review of the active care plan, and comparison to target metrics produces a focused discussion.  Patients and care coordinators are taught through rapid cycle improvement to Plan, Do, Study, and ACT.  Barriers to successful self-management are identified and addressed.  Patients now learn how to revise and update their care management in the home setting rather than a physician office, emergency or hospital room followed by an attempt to translate and implement the care plan in their home setting upon discharge.  Patient contacts have become value oriented with immediate return on investment to the care coordinators and patient.”  

As can be seen from the above conclusion, the Company’s integrated and completely autonomous system provides numerous advantages over current monitoring systems, as well as a pricing structure designed to generate a positive return on investment (ROI) for the Medical Groups utilizing the system.  To this end the Company is currently demonstrating and actively marketing the Cytta Connect^TM system to numerous Medical Group clients wishing to utilize and or participate in the Company’s “medical monitoring ecosystem”.  

Cytta currently has limited operating costs and expenses at the present time due to our relatively new business activities. However we anticipate significantly increasing our activities as a result of the first sales of our systems and the installation thereof. We have entered into certain management and consulting contracts with our senior Officers and non-affiliated consultants who will be providing business services to the Company in the health care arena. Additionally, we will be required to raise significant capital over the next twelve months, in connection with our operations resulting from our marketing Agreements. We have engaged in significant product research and development over the past year while the technology and system was being developed. The Company’s business may cause us to engage in further research and development in the foreseeable future.

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 We have no present plans to purchase or sell any plant or significant equipment although we will have to acquire some equipment related to the marketing Agreements. We also have immediate plans to add employees and we will continue to do so in the future as a result of the operations related to the marketing of our systems.

Liquidity and Capital Resources

Our cash and cash equivalents balance as of December 31, 2012 was $46,357.

We currently have limited marketing operations directly, but we are negotiating marketing agreements with licensing partners.

We have sufficient funds on hand to pursue our business objectives for the near future; however we cannot commence full scale operations without seeking additional funding. We currently do not have a specific plan of how we will obtain such funding.

Loans to the Company

We have been receiving loans from shareholders of the company to pay general operating costs. As of December 31, 2012, we had $785,530 in loans outstanding.

We have limited operating costs and expenses at the present time due to the early stage of our business activities. Currently our operating activities in the healthcare arena are conducted by our senior Officers, engaged consultants and licensing partners.  We will, however, be required to raise additional capital over the next twelve months to meet our current administrative expenses and to develop our operations. This financing may take the form of additional sales of our equity or debt securities to, or loans from, stockholders, or from our officers and directors or other individuals. There is no assurance that additional financing will be available from these or other sources, or, if available, that it will be on terms favorable to us.

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 with the exception of the Cytta Connect LLC joint venture which is not currently active. 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 principal executive officer and chief financial officer, Gary Campbell, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of the end of the period covered by this quarterly report (the “Evaluation Date”). Based on this evaluation, our chief executive officer and chief financial officer concluded as of the Evaluation Date that our disclosure controls and procedures were effective such that the information relating to us, required to be disclosed in our Securities and Exchange Commission (“SEC”) reports (i) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and (ii) is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.

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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, 2012 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. As at December 31, 2012 no material legal or any governmental proceedings are presently pending or, to our knowledge, threatened, to which we are a party, with the exception of a proceeding purportedly seeking equity consideration, being attempted to be launched against the Company by two former advisors’ Companies and an officer all of whom were dismissed by the Company for cause and malfeasance.  A preliminary ruling severely limited the Plaintiffs standing and causes of action upon which they could proceed.  Should these Parties perfect a lawsuit against the Company, the Company does not feel there is any merit in their Claims and the Company will be counterclaiming against them for significant damages as a result of their actions while they owed the Company a duty of care.

ITEM 1A.

RISK FACTORS

Not applicable.

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4.

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

During the quarter ended December 31, 2012, a majority of the shareholders approved the change to the number of authorized common shares from 1,900,000,000 to 3,900,000,000 common shares. This transaction is more fully described in our Current Reports on Form 8-K filed with the Securities and Exchange Commission on February 20, 2013.

ITEM 5.

OTHER INFORMATION

On December 1st, 2012, the Board of Directors of the Company approved the creation of and designation of the Company’s Class D Preferred Stock. At this time no Class D Preferred Shares are issued.  This transaction is more fully described in our Current Reports on Form 8-K filed with the Securities and Exchange Commission on February 20, 2013.

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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

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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 20, 2013

By:/s/ Gary Campbell

Gary Campbell
President, Principal Executive and Financial Officer

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