CYTTA CORP 10-Q/A for FY2025 Q1
CYTTA CORP. (CYCA)
About this 10-Q/A
CYTTA CORP filed this 10-Q/A on September 30, 2025, covering the quarter ended December 31, 2024 (FY2025 Q1).
Headline figures
Quarter ended December 31, 2024, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $1249
- down 48.2% from $2411 a year earlier
- Net loss
- $724.12K
- compared with a net loss of $1.06M a year earlier
- Diluted EPS
- $0.00
- compared with $0.00 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For the quarter ended:
OR
For the Transition Period from ___________ to____________
Commission File Number:
(Exact name of registrant as specified in its charter) |
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(State or other jurisdiction of incorporation or organization) |
| (I.R.S. Employer Identification No.) |
(Address of principal executive offices) (zip code)
(
(Registrant’s telephone number, including area code)
Not applicable.
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
| Trading Symbol(s) |
| Name of each exchange on which registered |
None |
| N/A |
| N/A |
Securities registered pursuant to Section 12(g) of the Act: Common Stock, $0.001 par value
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 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. ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). ☒
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ | Accelerated filer | ☐ |
☒ | Smaller reporting company | ||
| Emerging growth company | ||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
As of February 14, 2025, there were
Explanatory Note
Cytta Corp (referred to herein as the "Company," "Cytta" we," "us," or "our") is filing this Amendment No. 1 on Form 10-Q (this "Amendment No. 1") to amend our Quarterly Report on Form 10-Q for the three ended December 31, 2024, initially filed with the Securities and Exchange Commission (the “SEC”) on February 14, 2025 ("Original 10-Q”).
Background of Restatement
The purpose of this Amendment No. 1 is to restate amounts included in the Company's previously issued financial statements as of and for the three months ended December 31, 2024, to correct misstatements for certain assumptions used to report accounts receivable, deferred revenue and revenue recognized.
The restatement had no impact on total net cash flows from operating, investing or financing activities.
For additional information related to the restatement, see Note 13, “Restatement of Previously Issued Unaudited Interim Condensed Financial Statements ” of the condensed consolidated financial statements.
Additionally,
Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in this Amendment No. 1 on Form 10-Q/A is being amended to reflect the effect of the restatement described above.
The Company has attached to this Form 10-Q/A updated certifications executed as of the date of this Amendment No. 1 by the Principal Executive Officer and Principal Financial Officer as required by Sections 302 and 906 of the Sarbane Oxley Act of 2002. These updated certifications are attached as Exhibits 31.1, 31.2 and 32.1 to this Amendment.
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CYTTA CORP.
INDEX
PART I. FINANCIAL INFORMATION |
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ITEM 1 | Financial Statements (Unaudited) |
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| Balance Sheets as of December 31, 2024 (unaudited) (as restated), and September 30, 2024 |
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Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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| Table of Contents |
CYTTA CORP | |||||
BALANCE SHEETS |
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| December 31, |
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| 2024 |
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ASSETS |
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Current Assets |
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Cash |
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Prepaid expenses – related party |
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Prepaid expenses - other |
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Total Current Assets |
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Prepaid expenses – related party, non-current |
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Property and equipment, net |
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TOTAL ASSETS |
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LIABILITIES AND STOCKHOLDERS' DEFICIT |
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Liabilities |
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Current Liabilities |
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Accounts payable and accrued expenses |
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Related party liabilities |
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Dividend payable |
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Deferred revenue |
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Convertible notes payable |
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Total Current Liabilities and Total Liabilities |
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COMMITMENTS AND CONTINGENCIES |
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Stockholders' Deficit |
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Preferred stock par value $ |
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Series C Preferred Stock par value $ |
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Series D Preferred Stock par value $ |
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Series E Preferred Stock par value $ |
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Series F Preferred Stock par value $ |
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Common stock par value $ |
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Additional paid in capital |
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Accumulated deficit |
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Total Stockholders' Deficit |
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TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT |
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The accompanying notes are an integral part of these unaudited financial statements
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| Table of Contents |
CYTTA CORP | ||||
STATEMENTS OF OPERATIONS | ||||
(Unaudited) |
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| 2023 |
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Revenues |
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Cost of revenues |
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Gross Profit (loss) |
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Operating Expenses: |
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General and administrative - related party |
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General and administrative - other |
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Total operating expenses |
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Loss from Operations |
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Other expenses (income) |
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Interest expense |
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Interest income |
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Total Other Expenses (Income) |
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Loss before income taxes |
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Provision for income taxes |
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Net loss |
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Loss per share, basic and diluted |
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Weighted average shares outstanding Basic and Diluted |
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The accompanying notes are an integral part of these unaudited financial statements
| 5 |
| Table of Contents |
Cytta Corp. | ||||||||||||||||||
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) | ||||||||||||||||||
The Three Months Ended December 31, 2024 | ||||||||||||||||||
(Unaudited) (As Restated) |
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| Total |
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| Series C Preferred Stock |
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| Series D Preferred Stock |
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| Common Stock |
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| Additional Paid-in |
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| Accumulated |
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| Shares |
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| Amount |
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| Capital |
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Balances September 30, 2024 |
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Net loss for the three months ended December 31, 2024 |
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Balances December 31, 2024 |
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Cytta Corp. | ||||||||||||||||||
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) | ||||||||||||||||||
The Three Months Ended December 31, 2023 | ||||||||||||||||||
(Unaudited) |
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| Total |
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| Series C Preferred Stock |
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| Series D Preferred Stock |
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| Common Stock |
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| Additional Paid-in |
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| Accumulated |
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| Stockholders' Equity |
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| Capital |
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Balances September 30, 2023 |
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Common stock and warrants issued for services |
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Common stock issued for accounts payable and accrued liabilities |
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Net loss for the three months ended December 31, 2023 |
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Balances December 31, 2023 |
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The accompanying notes are an integral part of these unaudited financial statements
| 6 |
| Table of Contents |
Cytta Corp. | |||||||
STATEMENTS OF CASH FLOWS | |||||||
(Unaudited) |
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CASH FLOWS FROM OPERATING ACTIVITIES |
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Net loss |
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Adjustments to reconcile net loss to net cash used in operating activities: |
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Stock-based compensation expenses for services - related party |
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Stock-based compensation expenses for services – other |
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Amortization of note discounts |
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Loss on debt extinguishment |
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Depreciation expense |
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Changes in Operating Assets and Liabilities: |
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Prepaid expenses – other |
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Accounts payable and accrued liabilities |
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Accounts payable - related party |
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Deferred revenue |
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Net cash used in operating activities |
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CASH FLOWS FROM INVESTING ACTIVITIES |
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CASH FLOWS FROM FINANCING ACTIVITIES |
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Proceeds from issuance of short-term convertible notes payable |
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Net cash provided by financing activities |
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NET CHANGE IN CASH |
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CASH AT BEGINNING OF PERIOD |
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CASH AT END OF PERIOD |
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SUPPLEMENTAL CASH FLOW DISCLOSURES |
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Cash paid for interest |
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Cash paid for income taxes |
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NON-CASH INVESTING AND FINANCING ACTIVITIES |
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Common stock issued for services |
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Common stock issued for accounts payable and accrued liabilities |
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The accompanying notes are an integral part of these unaudited financial statements
| 7 |
| Table of Contents |
Cytta Corp.
Notes to Financial Statements
December 31, 2024
(Unaudited)
NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS
Cytta Corp., (“Cytta” or the “Company”) was incorporated on May 30, 2006, under the laws of the State of Nevada. It is located in Las Vegas, Nevada. Cytta is in the business of imagineering, developing and securing disruptive technologies.
The Company's proprietary CyttaCOMMS incident management software system offers real-time integration of video and audio streams, enabling improved collaboration and providing ongoing, relevant, actionable intelligence. Their innovative new product, CyttaCARES, is a game-changer in ensuring the safety and well-being of individuals in educational institutions and beyond. Cytta's CyttaCOMP ISTAR (Intelligence, Surveillance, Target Acquisition and Reconnaissance) technology delivers real-time compression of video streams with ultra-low latency, even in low bandwidth environments in conjunction with their compression Licensee Reticulate Micro, Inc.
Cytta’s proprietary SUPR Intelligence, Surveillance and Reconnaissance (ISR) technology designated CyttaCOMP, is now licensed to Reticulate Micro, Inc. CyttaCOMP, is at the core of our products and is the most potent software compression codec commercially available. CyttaCOMP is explicitly designed for realtime streaming of HD, 4K, and higher resolution video while requiring only limited bandwidth and minimal computational resources.
Cytta’s CyttaCOMMS (formerly IGAN Incident Command System (ICS) system) seamlessly streams and integrates all available video and audio sources during emergencies, enabling sharing of multiple video and audio inputs. The CyttaCOMMS product was introduced into the market in the last quarter of 2024. The CyttaCOMMS online software platform is fully SaaS based with no hardware components. The CyttaCOMMS introduces immediate real-time video and audio situational awareness, which is valuable for police, firefighters, first responders, emergency medical workers, industry, environmental and emergencies, security, military, and all their command centers in any emergency. The proprietary IGAN software technology powers, Cytta’s SaaS Based COMMS system creates an integrated communications platform which seamlessly streams all available video and audio sources in all critical situations, for first responders enabling real time event and interactive mapping information. Also based upon the IGAN technology, Cytta’s CyttaCARES (Crisis Alert and Response Emergency System) system is an innovative SAAS solution designed to enhance safety and security in educational institutions especially during emergency situations. This comprehensive system provides real-time alerts, rapid two-way secure video communication, and efficient response coordination with live location tracking to emergency response teams.
We have created advanced video compression (SUPR), video/audio streaming and collaboration software (CyttaCOMMS), and school and institution safety and security software systems (CyttaCARES) that solve real world streaming, safety and security problems for multiple institutions and organizations. We believe our products will enable and empower the world to consume higher quality video anywhere, anytime while providing unparallelled safety and security
NOTE 2 - GOING CONCERN
The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As of December 31, 2024, the Company had an accumulated deficit of $
The Company intends to fund operations through equity and/or debt financing arrangements, which may not be sufficient to fund its capital expenditures, working capital and other cash requirements for the foreseeable future.
| 8 |
| Table of Contents |
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial statements and with the instructions to Form 10-Q and Article 8 of Regulation S-X of the United States Securities and Exchange Commission (“SEC”). Accordingly, they do not contain all information and footnotes required by accounting principles generally accepted in the United States of America for annual financial statements. In the opinion of the Company’s management, the accompanying unaudited financial statements contain all the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the Company as of December 31, 2024, and the results of operations and cash flows for the periods presented. The results of operations for the three months ended December 31, 2024, are not necessarily indicative of the operating results for the full fiscal year or any future period. These unaudited financial statements should be read in conjunction with the audited financial statements and related notes thereto included in the Company’s Annual Report on Form 10-K filed on January 14, 2025, for the year ended September 30, 2024.
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 disclosures of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reported period. Actual results could differ from those estimates.
Reclassifications
Certain prior period amounts have been reclassified to conform with the current period presentation.
Cash and Cash Equivalents
The Company considers all highly liquid investments with an original term of three months or less to be cash equivalents. These investments are carried at cost, which approximates fair value. Cash and cash equivalent balances may, at certain times, exceed federally insured limits of $
Prepaid expenses
The Company considers expenses or services paid for prior to the period the expense is incurred to be recorded as a prepaid expense. Included in this account is the value of common stock, options and warrants issued to consultants. Such issuances are pursuant to consulting agreements that can have a one-to-three-year term. The Company amortizes the value of the stock issued over the term of the agreement. The activity for the three months ended December 31, 2024, and the year ended September 30, 2024, is summarized as:
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| December 31, | September 30, |
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Balance beginning of period |
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Value of common stock issued |
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Amortization of stock-based compensation |
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Other prepaid expense activity |
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Sub-total |
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Less non-current portion (all related party) |
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Prepaid expenses, current portion |
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Less prepaid expenses – related party, current portion |
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Prepaid expenses – other, current portion |
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Property and equipment
Property and equipment are stated at cost, and depreciation is provided by use of a straight-line method over the estimated useful lives of the assets.
The Company reviews property and equipment for potential impairment whenever events or changes in circumstances indicate that the carrying amounts of assets may not be recoverable. The estimated useful lives of property and equipment is as follows:
Vehicles and equipment | |
Software |
Convertible Instruments
The Company evaluates and accounts for conversion options embedded in convertible instruments in accordance with ASC 815, Derivatives and Hedging Activities.
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GAAP requires companies to bifurcate conversion options from their host instruments and account for them as free-standing derivative financial instruments according to certain criteria. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not remeasured at fair value under other GAAP with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument.
In August 2020, the FASB issued Accounting Standards Update 2020-06 (ASU 2020-06). ASU 2020-06 eliminates the beneficial conversion feature and cash conversion models in Accounting Standards Codification 470-20 that require separate accounting for embedded conversion features in convertible instruments. The new guidance also eliminates some of the conditions that must be met for equity classification under ASC 815-40-25. The standard is effective for smaller reporting companies for annual periods beginning after December 15, 2023. Early adoption is permitted. The Company chose to early adopt this standard. As a result, financial results contained herein are reported in accordance with this standard as applicable.
The convertible debt issued by the Company referred to in Note 7, did not require separate accounting for the conversion feature as it was not considered to be a derivative. The Company issued warrants in connection with the debt financing and in accordance with ASC 470-20-25-2 the proceeds from the sale of the debt instruments have been allocated to the debt and warrants based on the relative fair value of the two components. The amount allocated to the warrants has been recorded as a debt discount to be amortized of the life of the note.
Fair value of financial instruments
The Company measures assets and liabilities at fair value based on an expected exit price as defined by the authoritative guidance on fair value measurements, which represents the amount that would be received on the sale of an asset or paid to transfer a liability, as the case may be, in an orderly transaction between market participants. As such, fair value may be based on assumptions that market participants would use in pricing an asset or liability. The authoritative guidance on fair value measurements establishes a consistent framework for measuring fair value on either a recurring or nonrecurring basis whereby inputs, used in valuation techniques, are assigned a hierarchical level.
The following are the hierarchical levels of inputs to measure fair value:
| ● | Level 1 - Observable inputs that reflect quoted market prices in active markets for identical assets or liabilities. |
| ● | Level 2 - Inputs reflect quoted prices for identical assets or liabilities in markets that are not active; quoted prices for similar assets or liabilities in active markets; inputs other than quoted prices that are observable for the assets or liabilities; or inputs that are derived principally from or corroborated by observable market data by correlation or other means. |
| ● | Level 3 - Unobservable inputs reflecting the Company’s assumptions incorporated in valuation techniques used to determine fair value. These assumptions are required to be consistent with market participant assumptions that are reasonably available. |
The carrying amounts of the Company’s financial assets and liabilities, such as cash, accounts receivable, accounts payable and accrued expenses, related party liabilities, and deferred revenue, approximate their fair values because of the short maturity of these instruments.
Revenue recognition
Our revenues are primarily generated from fees charged in connection with the implementation of our software platform (including the sale of SaaS products and services, maintenance associated with the sale of on premise software licenses).
Our revenue recognition policy follows the guidance from Accounting Standards Codification (“ASC”) 606, “Revenue Recognition,” and Accounting Standards Update No. 2014-09 – Revenue from Contracts with Customers (Topic 606) which provide guidance on the recognition, presentation, and disclosure of revenue in financial statements. We determine revenue recognition through the following steps: (i) identification of the contract, or contracts, with a customer; (ii) identification of the performance obligations in the contract; (iii) determination of the transaction price; (iv) allocation of the transaction price to the performance obligations in the contract and (v) recognition of revenue when a performance obligation is satisfied.
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Revenue from fees charged in connection with the implementation of our software platform is recognized ratably over the term specified with the customers, which is primarily one year. The transaction price is the amount of consideration to which the Company expects to be entitled to receive in exchange for providing access to its platform. Maintenance and support services generally call for the Company to provide software updates and technical support to customers and is recognized ratably over the term of the contract as this is the period the services are delivered. The Company does not view the provision of initial setup services as a discrete earnings event that is distinct. Our standard payment terms are generally no more than 60 days. SaaS and maintenance services are typically invoiced annually in advance. Amounts billed or collected in excess of revenue recognized are included as deferred revenue.
For the three months ended December 31, 2024, and 2023, the Company derives all of its revenues from the 1-year license software/hosting package of CyttaComms IGAN v3.0 unlimited channels/users and streams.
Accounts receivable
The Company records accounts receivable at the time services are invoiced when the access to our platform is delivered or provided to the customers. An allowance for losses is established through a provision for losses charged to expenses. Receivables are charged against the allowance for losses when management believes collectability is unlikely. The allowance (if any) is an amount that management believes will be adequate to absorb estimated losses on existing receivables, based on evaluation of the collectability of the accounts and prior loss experience.
Stock-based compensation
The Company accounts for its stock based compensation under the recognition and measurement principles of the fair value recognition provisions of Statement of Financial Accounting Standards No. 123 (revised 2004) “Share-Based Payment” (ASC 718) using the modified prospective method for transactions in which the Company obtains employee services in share-based payment transactions and the Financial Accounting Standards Board 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” (“EITF No. 96-18”) for share-based payment transactions with parties other than employees provided in (ASC 718). All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. The measurement date used to determine the fair value of the equity instrument issued is the grant date.
Income taxes
The Company accounts for income taxes under Statement of Financial Accounting Standards No. 109 “Accounting for Income Taxes” (“SFAS No. 109”) (ASC 740). Deferred income tax assets and liabilities are determined based upon differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statements of operations in the period that includes the enactment date.
Cash flows reporting
The Company follows the provisions of ASC 230 for cash flows reporting and accordingly classifies cash receipts and payments according to whether they stem from operating, investing, or financing activities and provides definitions of each category, and uses the indirect or reconciliation method (“Indirect method”) as defined by ASC 230 to report net cash flow from operating activities by adjusting net income to reconcile it to net cash flow from operating activities by removing the effects of (a) all deferrals of past operating cash receipts and payments and all accruals of expected future operating cash receipts and payments and (b) all items that are included in net income that do not affect operating cash receipts and payments.
Reporting segments
ASC 280 establishes standards for the way that public enterprises report information about operating segments in annual financial statements and requires reporting of selected information about operating segments in interim financial statements regarding products and services, geographic areas and major customers. ASC 280 defines operating segments as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performances. Currently, ASC 280 has no effect on the Company’s financial statements as substantially all of the Company’s operations are conducted in one industry segment.
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Concentrations of Credit Risk
The Company’s financial instruments that are exposed to concentrations of credit risk primarily consist of its cash and cash equivalents and related party payables it will likely incur in the near future. The Company places its cash and cash equivalents with financial institutions of high credit worthiness. At times, its cash and cash equivalents with a particular financial institution may exceed any applicable government insurance limits. The Company’s management plans to assess the financial strength and credit worthiness of any parties to which it extends funds, and as such, it believes that any associated credit risk exposures are limited.
Earnings (Loss) Per Share of Common Stock
The Company has adopted ASC 260-10-20, “Earnings per Share,” (“EPS”) which requires presentation of basic and diluted EPS on the face of the income statement for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation. In the accompanying financial statements, basic earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. As of December 31, 2024, and 2023, the Company’s dilutive securities are convertible into approximately
|
| December 31, 2024 |
|
| December 31, 2023 |
| ||
Series C Preferred Stock (1) |
|
|
|
|
|
| ||
Series D Preferred Stock (1) |
|
|
|
|
|
| ||
Convertible notes payable (1) |
|
|
|
|
|
| ||
Unexercised options and warrants (1) |
|
|
|
|
|
| ||
Total |
|
|
|
|
|
| ||
(1) These shares were excluded from the diluted per share calculation because the effect of including these potential shares was anti-dilutive due to the Company’s net loss position.
Recent Accounting Pronouncements
There have been no recent accounting pronouncements or changes in accounting pronouncements during the three months ended December 31, 2024, that are of significance or potential significance to the Company.
NOTE 4 - PROPERTY AND EQUIPMENT
The following table represents the Company’s property and equipment as of December 31, 2024, and September 30, 2024:
|
| December 31, 2024 |
|
| September 30, 2024 |
| ||
Property and equipment |
| $ |
|
| $ |
| ||
Accumulated depreciation |
|
| ( | ) |
|
| ( | ) |
Property and equipment, net |
| $ |
|
| $ |
| ||
Depreciation expense was $
NOTE 5 - RELATED PARTY TRANSACTIONS
Related Party agreements and fees
For the three months ended December 31, 2024, and 2023, the Company recorded expenses to related parties in the following amounts:
|
| Three months ended December 31, |
| |||||
|
| 2024 |
|
| 2023 |
| ||
Management fees, Chief Executive Officer (CEO) |
| $ |
|
| $ |
| ||
President and Chief Operating Officer (COO) |
|
|
|
|
|
| ||
Stock-based compensation expense, officers |
|
|
|
|
|
| ||
Office rent and expenses |
|
|
|
|
|
| ||
Total |
| $ |
|
| $ |
| ||
Effective January 1, 2023, the monthly fee for the CEO was $
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Effective February 1, 2023, the Company entered a Consulting Executive Officer Agreement with a three- year term to an entity (SGG World LLC or "SGG") to provide the services of a Chief Operating Officer (the “COO”) of the Company. On October 1, 2023, the BOD also appointed the COO as the President. Pursuant to the agreement, the Company agreed to a monthly fee of $
The Company granted an option to SGG purchase
Beginning in April 2024, the Company agreed to rent office space for the COO at $
Related party liabilities
As of December 31, 2024, and September 30, 2024, the Company owes $
|
| December 31, 2024 |
|
| September 30, 2024 |
| ||
Management fees, Chief Executive Officer (CEO) |
| $ |
|
| $ |
| ||
Bonus, CEO |
|
|
|
|
|
| ||
Stock to be issued President and COO |
|
|
|
|
|
| ||
Accounts payable, President and COO |
|
|
|
|
|
| ||
Total |
| $ |
|
| $ |
| ||
NOTE 6 - NOTE PAYABLE
On January 10, 2023, the Company entered into an
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NOTE 7 - CONVERTIBLE NOTES PAYABLE
During the quarter ended March 31, 2023, (the “March 2023 Notes”) the Company issued five (5) convertible promissory notes, in the aggregated principal amount of $
During the quarter ended December 31, 2023, (the “December 2023 Notes”) the Company issued a convertible promissory note of $
During the quarter ended March 31, 2024, (the “March 2024 Notes”) the Company issued nine (9) convertible promissory notes in the aggregate of $
During the quarter ended June 30, 2024, (the “June 2024 Notes”) the Company issued thirty eight (38) convertible promissory notes in the aggregate of $
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During the quarter ended September 30, 2024, (the “September 2024 Notes”) the Company issued two (2) convertible promissory notes in the aggregate of $
The activity for the three months ended December 31, 2024, and the year ended September 30, 2024, is summarized as follows:
|
| December 31, 2024 |
|
| September 30, 2024 |
| ||
Beginning balance, face value |
| $ |
|
| $ |
| ||
Convertible notes issued |
|
|
|
|
|
| ||
Convertible note discount |
|
|
|
|
| ( | ) | |
Ending balance |
| $ |
|
| $ |
| ||
The Company has the following convertible notes payable outstanding as of December 31, 2024, and September 30, 2024:
|
| December 31, 2024 |
|
| September 30, 2024 |
| ||
March 2023 Convertible notes payable, interest at |
| $ |
|
| $ |
| ||
December 2023 Convertible note payable, interest at |
|
|
|
|
|
| ||
March 2024 Convertible notes payable, interest at |
|
|
|
|
|
| ||
June 2024 Convertible notes payable, interest at |
|
|
|
|
|
| ||
September 2024 Convertible notes payable, interest at |
|
|
|
|
|
| ||
Convertible notes payable, balance |
| $ |
|
| $ |
| ||
NOTE 8 - CAPITAL STOCK
Common Stock
The Company has authorized
There were no shares of common stock issued during the three months ended December 31, 2024.
During the three months ended December 31, 2023, the following shares of common stock were issued:
| ● | |
|
| |
| ● |
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Preferred Stock
The Company has
Series C Preferred Stock
Under the terms of the Certificate of Designation of Series C Preferred Stock,
Series D Preferred Stock
On September 30, 2020, the Company filed an Amended and Restated Certificate of Designation with the State of Nevada of the Company’s Series D Preferred Stock. Under the terms of the Amendment to Certificate of Designation of Series D Preferred Stock,
Series E Preferred Stock
On June 2, 2021, the Company filed a Certificate of Designation with the State of Nevada. Under the terms of the Certificate of Designation
Series F Preferred Stock
On November 24, 2021, the Company filed a Certificate of Designation with the State of Nevada. Under the terms of the Certificate of Designation
Stock Options
The Company did not issue any stock options during the three months ended December 31, 2024.
On February 1, 2023, pursuant to a three-year consulting agreement, the Company granted an option to SGG (a related party, the representative of which is the Company’s COO ) to purchase
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On March 3, 2023, pursuant to a one-year consulting agreement, the Company granted an option to a third party to purchase
The following table summarizes activities related to stock options of the Company for the three months ended December 31, 2024, and the year ended September 30, 2024. There was no activity for the three months ended December 31, 2024.
|
| Number of Options |
|
| Weighted- Average Exercise Price per Share |
|
| Weighted- Average Remaining Life (Years) |
| |||
Outstanding at October 1, 2023 |
|
|
|
| $ |
|
|
|
| |||
Outstanding at September 30, 2024 |
|
|
|
| $ |
|
|
|
| |||
Exercisable at September 30, 2024 |
|
|
|
| $ |
|
|
| - |
| ||
Outstanding at December 31, 2024 |
|
|
|
| $ |
|
|
|
| |||
Exercisable at December 31, 2024 |
|
|
|
| $ |
|
|
| - |
| ||
As of December 31, 2024, and September 30, 2024,
Warrants
On April 1, 2024, pursuant to a consulting agreement, the Company issued a warrant to a third party to purchase
On February 1, 2023, pursuant to a three-year consulting agreement, the Company granted a warrant to a related party (SGG) to purchase
On February 8, 2023, an investor paid $
On February 10, 2023, pursuant to a convertible note with a current shareholder of the Company, the Company issued a warrant to the investor to purchase
On March 1, 2023, an investor paid $
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On March 3, 2023, pursuant to a convertible note with a current shareholder of the Company, the Company issued a warrant to the investor to purchase
On March 3, 2023, pursuant to a one-year consulting agreement with a Company shareholder, the Company issued to the shareholder a warrant to purchase
The following table summarizes activities related to warrants of the Company for the three months ended December 31, 2024, and the year ended September 30, 2024.
|
| Number of Warrants |
|
| Weighted Average Exercise Price Per Share |
|
| Weighted Average Remining Life (Years) |
| |||
Outstanding and exercisable at October 1, 2023 |
|
|
|
| $ |
|
|
|
| |||
Expired or cancelled or forfeited |
|
| ( | ) |
|
|
|
|
| - |
| |
Outstanding and exercisable at September 30, 2024 |
|
|
|
| $ |
|
|
|
| |||
Outstanding and exercisable at December 31, 2024 |
|
|
|
| $ |
|
|
|
| |||
The following table summarizes activities related to warrants to purchase RM Stock from the Company for three months ended December 31, 2024, and the year ended September 30, 2024.
|
| Number of Warrants |
|
| Weighted Average Exercise Price Per Share |
|
| Weighted Average Remining Life (Years) |
| |||
Outstanding and exercisable at October 1, 2023 |
|
|
|
| $ |
|
|
|
| |||
Issued |
|
|
|
|
|
|
|
|
| |||
Outstanding and exercisable at September 30, 2024 |
|
|
|
| $ |
|
|
|
| |||
Outstanding and exercisable at December 31, 2024 |
|
|
|
| $ |
|
|
|
| |||
NOTE 9 - COMMITMENTS AND CONTINGENCIES
The Company does not have an existing contract with the CEO. The monthly compensation and any bonus amounts are at the discretion of the Board of Directors. Effective January 1, 2023, the Company agreed to compensate the CEO $
Effective February 1, 2023, the Company entered a Consulting Executive Officer Agreement with a three- year term to an entity (SGG) to provide the services of a Chief Operating Officer (the “COO”) of the Company. On October 1, 2023, the BOD also appointed the COO as the President. Pursuant to the agreement, the Company agreed to a monthly fee of $
On May 8, 2024, the Company issued
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Additionally, the Company granted an option to SGG, a related party (the representative of which is the Company’s COO), to purchase
On March 3, 2023, the Company entered a Consulting Agreement with an investor. Pursuant to the agreement, the Company issued
On April 1, 2023, the Company entered a Consulting Agreement with a third party for marketing services in exchange for
On October 1, 2023, the Company entered into a one-year Agreement for Board of Advisor Services with a third party to provide general technical, AI, sales, and marketing services in exchange for
On January 1, 2024, the Company entered into a one-year Consulting Agreement with a third party to provide market awareness services and the identification, evaluation, structuring, negotiating, and closing of joint ventures, strategic alliances, and business acquisitions, in exchange for
On January 2, 2024, the Company entered into a one-year Consulting Agreement with a third party to provide market awareness services and the identification, evaluation, structuring, negotiating, and closing of joint ventures, strategic alliances, and business acquisitions, in exchange for a monthly fee of $
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On April 1, 2024, the Company entered an Agreement for Board of Advisor Services with a third party to provide general business, military, governmental, technical, AI, and sales and marketing services, in exchange for
On April 23, 2024, the Company entered an Agreement for Board of Advisor Services with a third party to provide assistance to the Company in building its in house development team and manage software projects, in exchange for
On April 23, 2024, the Company entered an Agreement for Board of Advisor Services with a third party to provide general business, military, governmental, technical, AI, and sales and marketing services, in exchange for
NOTE 10 - LICENSE AGREEMENT
On August 9, 2022, the Company signed an Intellectual Property License Agreement (the “IPLA”) with Reticulate Micro, Inc. (“RM”). Pursuant to the ten-year term (the “Term”) of IPLA, RM agreed to issue to the Company
RM, a Nevada corporation, was formed on June 22, 2022. Mr. Collins, the Company’s’ former CTO was a co-founder, and a former Director and President and Treasurer of RM. Mr. Chermak, the Company’s former COO is a co-founder, Director and Vice-president and Secretary of RM. Mr. Ansari is a co-founder and former Director of RM. RM had initially issued
The Company accounts for its interest in RM under the cost method of accounting. Due to RM just being formed at the time of the license agreement no value has been assigned to the investment.
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NOTE 11 - INCOME TAXES
The Company provides for income taxes under ASC 740, Accounting for Income Taxes. ASC 740 requires the use of an asset and liability approach in accounting for income taxes. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities and the tax rates in effect when these differences are expected to reverse. ASC 740 requires the reduction of deferred tax assets by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.
In assessing the need for a valuation allowance, management must determine that there will be sufficient taxable income to allow for the realization of deferred tax assets. Based upon the historical and anticipated future income, management has determined that the deferred tax assets do not meet the more-likely-than-not threshold for realizability. Accordingly, there is a full valuation allowance provided against the Company’s deferred tax assets as of December 31, 2024 and September 30, 2024.
A reconciliation of the provision for income taxes determined at the U.S. statutory rate to the Company’s effective income tax rate is as follows:
|
| Three months ended December 31, 2024 |
|
| Three months Ended December 31, 2023 |
| ||
Pre-tax loss |
| $ | ( | ) |
| $ | ( | ) |
U.S. federal corporate income tax rate |
|
| % |
|
| % | ||
Expected U.S. income tax credit |
|
| ( | ) |
|
| ( | ) |
Permanent differences |
|
|
|
|
|
| ||
Change of valuation allowance |
|
|
|
|
|
| ||
Effective tax expense |
| $ |
|
| $ |
| ||
The Company had deferred tax assets as follows:
|
| December 31, 2024 |
|
| September 30, 2024 |
| ||
Net operating losses carried forward |
| $ |
|
| $ |
| ||
Less: Valuation allowance |
|
| ( | ) |
|
| ( | ) |
Net deferred tax assets |
| $ |
|
| $ |
| ||
As of December 31, 2024, and September 30, 2024, the Company has approximately $
NOTE 12 - DEFERRED REVENUE
During the three months ended December 31, 2024, and 2023, the Company did not deliver any software services to customers under one year subscription periods. The Company records any amounts over the one-year term of the subscription agreements as deferred revenue, classified as a liability on the balance sheet, and amortizes the deferred revenue over the subscription period. For the three months ended December 31, 2024, and 2023, the Company recognized $
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NOTE 13 - RESTATEMENT OF PREVIOUSLY ISSUED UNAUDITED INTERIM CONDENSED FINANCIAL STATEMENTS
Restatement Background
On July 8, 2025, the Company's management, upon the recommendation of the Board of Directors, concluded that the Company’s previously issued unaudited interim condensed financial statements as of and for the three months ended December 31, 2024, should no longer be relied upon due to an error described below, and that such financial statements should be restated. The Company evaluated the materiality of the error both qualitatively and quantitatively in accordance with Staff Accounting Bulletin (“SAB”) No. 99, Materiality and SAB No. 108, Considering the Effects of Prior Year Misstatements in Current Year Financial Statements, and determined the effect of the correction was material as of and for the three months ended December 31, 2024, and as a result, the Company is restating the unaudited interim condensed consolidated financial statements as of and for the three months ended December 31, 2024, in accordance with ASC 250, Accounting Changes and Error Corrections.
We have determined that the error was a result of a material weakness in internal control over financial reporting that is reported in management’s report on internal control over financial reporting included in Item 4 of this report.
During the three months ended December 31, 2024, the Company received signed sales orders from an independent third party contractor. When the Company attempted and was unable to collect the invoiced sales orders, the Company concluded that the sales orders were not valid nor verifiable and thus were fraudulently and/or negligently provided to the Company. This restatement of the Company's previously issued unaudited interim condensed consolidated financial statements as of and for the three months ended December 31, 2024, is for the purposes of correcting misstatements for certain assumptions used to report accounts receivable, deferred revenue and amortization of deferred revenue.
A summary of the financial impact is as follows:
Description |
| As initially reported |
|
| Adjustment |
|
| Restated |
| |||
Current assets |
| $ |
|
| $ |
|
| $ |
| |||
Total assets |
| $ |
|
| $ |
|
| $ |
| |||
Current and total liabilities |
| $ |
|
| $ |
|
| $ |
| |||
|
|
|
|
|
|
|
|
|
|
|
|
|
Total shareholder's deficit |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
Revenues for the three months ended December 31, 2024 |
| $ |
|
| $ | ( | ) |
| $ |
| ||
Net loss three months ended December, 2024 |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
Loss per share, basic and diluted |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
NOTE 14 - SUBSEQUENT EVENTS
On January 27, 2025, the Company issued
On January 31, 2025, the Company issued
From January 22, 2025, through February 7, 2025, noteholders of the aggregate of $
The Company has evaluated subsequent events through the date the financial statements were issued. The Company has determined that there are no other such events that warrant disclosure or recognition in the financial statements.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following is management’s discussion and analysis of certain significant factors that have affected our financial position and operating results during the periods included in the accompanying consolidated financial statements, as well as information relating to the plans of our current management. This report includes forward-looking statements. Generally, the words “believes,” “anticipates,” “may,” “will,” “should,” “expect,” “intend,” “estimate,” “continue,” and similar expressions or the negative thereof or comparable terminology are intended to identify forward-looking statements. Such statements are subject to certain risks and uncertainties, including the matters set forth in this report or other reports or documents we file with the Securities and Exchange Commission from time to time, which could cause actual results or outcomes to differ materially from those projected. Undue reliance should not be placed on these forward -looking statements which speak only as of the date hereof. We undertake no obligation to update these forward-looking statements.
Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, the Company cannot guarantee future results, levels of activity, performance, or achievements. Except as required by applicable law, including the securities laws of the United States, the Company does not intend to update any of the forward-looking statements to conform these statements to actual results.
Our financial statements are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). These accounting principles require us to make certain estimates, judgments, and assumptions. We believe that the estimates, judgments, and assumptions upon which we rely are reasonable based upon information available to us at the time that these estimates, judgments, and assumptions are made. These estimates, judgments, and assumptions can affect the reported amounts of assets and liabilities as of the date of the financial statements as well as the reported amounts of revenues and expenses during the periods presented. Our financial statements would be affected to the extent there are material differences between these estimates.
The following discussion should be read in conjunction with our unaudited financial statements and the related notes that appear elsewhere in this Quarterly Report on Form 10-Q.
THE COMPANY
Cytta Corp., (“Cytta” or the “Company”) was incorporated on May 30, 2006, under the laws of the State of Nevada. It is located in Las Vegas, Nevada. Cytta is in the business of imagineering, developing and securing disruptive technologies.
Results of Operations for the three months ended December 31, 2024, and 2023:
Revenues of $1,249 and $2,411 for the three months ended December 31, 2024, and 2023, respectively, were from deferred revenue on subscription agreements being recognized.
Revenues consist of our proprietary software, integration consulting services, tech support and product maintenance billed to the customer. Revenues decreased for the three months ended December 31, 2024, compared to the three months ended December 31, 2023, due to a decrease in customers and the associated lower deferred revenue recognized on subscription agreements entered into and being recognized in the current quarter.
Operating expenses decreased by $348,245 for the three months ended December 31, 2024, compared to the three months ended December 31, 2023, as shown in the table below:
|
| Three months ended December 31, |
| |||||
Description |
| 2024 |
|
| 2023 |
| ||
Related party expenses (excluding stock expenses) |
| $ | 97,955 |
|
| $ | 90,000 |
|
Stock based compensation |
|
| 135,229 |
|
|
| 476,308 |
|
Stock based compensation, officers |
|
| 123,783 |
|
|
| 123,208 |
|
Professional fees |
|
| 50,649 |
|
|
| 45,001 |
|
Consulting expenses (excluding stock expenses) |
|
| - |
|
|
| 167,000 |
|
General and Administrative officers |
|
| 4,516 |
|
|
| 2,618 |
|
Depreciation expense |
|
| 10,294 |
|
|
| 10,576 |
|
Auto, Travel and Meals and Entertainment |
|
| 22,161 |
|
|
| 7,246 |
|
Rent expense |
|
| 9,096 |
|
|
| 6,810 |
|
Investor relations expense |
|
| 145,267 |
|
|
| 31,921 |
|
Other operating expenses |
|
| 43,257 |
|
|
| 29,764 |
|
Total Operating expenses |
| $ | 642,207 |
|
| $ | 990,452 |
|
| 23 |
| Table of Contents |
Related party expenses (excluding stock expenses) increased for the three months ended December 31, 2024, compared to the three months ended December 31, 2023, as follows:
|
| Three months ended December 31, |
| |||||
|
| 2024 |
|
| 2023 |
| ||
Management fees, Chief Executive Officer (CEO) |
| $ | 45,000 |
|
| $ | 45,000 |
|
Management fees, President and Chief Operating Officer (COO) |
|
| 45,000 |
|
|
| 45,000 |
|
Office rent and expenses |
|
| 7,955 |
|
|
| - |
|
Total |
| $ | 97,955 |
|
| $ | 90,000 |
|
Effective January 1, 2023, the monthly fee for the CEO was $15,000 and effective September 1, 2023, the monthly fee for the President and COO was $15,000. Beginning in April 2024, the Company agreed to rent office space for the COO at $2,575 per month plus incidental expenses, on a month to month basis, accordingly, $7,955 is included in related party expenses for the three months ended December 31, 2024.
Stock-based compensation expenses decreased in the current period compared to the prior period. For the three months ended December 31, 2024, stock-based expenses include the compensation of $135,229 related to common stock all previously issued (amortization of prepaids) or to be issued (accrued), pursuant to the terms of each consultant’s contracts. For the three months ended December 31, 2023, stock-based expenses include common shares issued and valued to consultants of $169,200, as well as the amortization of options, warrants and common stock (pursuant to the terms of each consultant’s contracts) all previously issued of $307,108 for the three months ended December 31, 2023.
Stock based compensation - officers was comprised pursuant to the agreement with the COO (SGG) to issue 250,000 common shares per month. For the three months ended December 31, 2024, and 2023, the Company recorded expenses of $18,450 and $17,875, respectively. Additionally, the Company granted an option to SGG (a related party) to purchase 10,000,000 shares of the Company’s common stock at $0.02 per share with an expiry date of July 1, 2025 (the “CYCA Option”). The CYCA option vests at the rate of 25% beginning on the first six-month anniversary of the agreement, as well as a warrant to purchase 250,000 shares of the Reticulate Micro common stock the Company owns (the “RM Warrant”). The RM Warrant has an exercise price of $1.00 per share and an expiry date of July 1, 2025. The Company valued the CYCA Option at $639,543 based on the Black-Scholes option pricing method and will be amortized through the term of the agreement, and accordingly, $53,295, is included in stock-based compensation expense-related party for the three months ended December 31, 2024, and 2023, respectively. The Company valued the RM Warrant at $624,458 based on the Black-Scholes option pricing method and will be amortized through the term of the agreement, and accordingly, $52,038, is included in stock-based compensation expense-related party for the three months ended December 31, 2024, and 2023, respectively.
Professional fees increased in the current period compared to the prior period because of higher auditing fees in the current period.
Consulting expenses (excluding stock expenses) decreased during the three months ended December 31, 2024, compared to the three months ended December 31, 2023, as certain consultants engaged in the prior period were not engaged in the current period.
Investor relations fees increased for the three months ended December 31, 2024, compared to the three months ended December 31, 2023. The increases were primarily a result of the Company attending trade shows and conferences to expose the Company to potential investors.
| 24 |
| Table of Contents |
Other expense, net, for the three months ended December 31, 2024, was $64,702, compared to $71,087 for the three months ended December 31, 2023. The decrease was a result of certain note discounts that were fully amortized in the prior year period.
The following tables set forth key components of our balance sheet as of December 31, 2024, and September 30, 2024.
|
| December 31, 2024 |
|
| September 30, 2024 |
| ||
|
|
|
|
|
|
| ||
Current Assets |
| $ | 1,482,691 |
|
| $ | 1,983,881 |
|
|
|
|
|
|
|
|
|
|
Long term assets |
| $ | 75,682 |
|
| $ | 191,310 |
|
|
|
|
|
|
|
|
|
|
Total Assets |
| $ | 1,558,373 |
|
| $ | 2,175,191 |
|
|
|
|
|
|
|
|
|
|
Current Liabilities |
| $ | 2,519,936 |
|
| $ | 2,412,635 |
|
|
|
|
|
|
|
|
|
|
Total Liabilities |
| $ | 2,519,936 |
|
| $ | 2,412,635 |
|
|
|
|
|
|
|
|
|
|
Stockholders’ Deficit |
| $ | (961,563 | ) |
| $ | (237,444 | ) |
|
|
|
|
|
|
|
|
|
Total Liabilities and Stockholders’ Deficit |
| $ | 1,558,373 |
|
| $ | 2,175,191 |
|
Liquidity and Capital Resources
As of December 31, 2024, we had limited operating capital. Our current capital and our other existing resources will not be sufficient to provide the working capital needed for our current business. Additional capital will be required to meet our obligations, and to further expand our business. We may be unable to obtain the additional capital required. Our inability to generate capital or raise additional funds when required will have a negative impact on our business development and financial results. These conditions raise substantial doubt about our ability to continue as a going concern as well as our recurring losses from operations and the need to raise additional capital to fund operations. This “going concern” could impair our ability to finance our operations through the sale of debt or equity securities.
The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As of December 31, 2024, the Company had an accumulated deficit of $37,592,011, and a working capital deficit of $1,037,245. These factors, among others, raise substantial doubt about the ability of the Company to continue as a going concern. The accompanying financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of these uncertainties. The Company intends to fund operations through equity and/or debt financing arrangements, which may not be sufficient to fund its capital expenditures, working capital and other cash requirements for the foreseeable future.
As of December 31, 2024, we had cash of $1,008,186 compared to $1,439,835 at September 30, 2024. As of December 31, 2024, we had current assets of $1,482,691 and current liabilities of $2,519,936, which resulted in working capital deficiency of $1,037,245. The current liabilities are comprised of accounts payable and accrued expenses, related party liabilities, convertible notes payable, and deferred revenue.
Operating Activities
For the three months ended December 31, 2024, net cash used in operating activities was $431,649 compared to $324,562 for the three months ended December 31, 2023. For the three months ended December 31, 2024, our net cash used in operating activities was primarily attributable to the net loss of $724,119, adjusted by stock-based compensation of $259,017, and depreciation of $10,294. Net changes of $23,159 in operating assets and liabilities decreased the cash used in operating activities.
For the three months ended December 31, 2023, our net cash used in operating activities was primarily attributable to the net loss of $1,059,128, adjusted by stock-based compensation of $599,516, amortization and depreciation of $25,929 and loss on extinguishment of debt of $3,955. Net changes of $105,166 in operating assets and liabilities decreased the cash used in operating activities.
| 25 |
| Table of Contents |
Investing Activities
For the three months ended December 31, 2024, and 2023, there was no cash provided by or used in investing activities.
Financing Activities
For the three months ended December 31, 2024, there were no financing activities.
For the three months ended December 31, 2023, the Company received $40,000 in exchange for the issuance of a convertible promissory note.
Critical Accounting Policies
Our significant accounting policies are summarized in Note 3 of our financial statements. While all these significant accounting policies impact our financial condition and results of operations, we view certain of these policies as critical. The SEC requested that all registrants list their most “critical accounting polices” in the Management Discussion and Analysis. The SEC indicated that a “critical accounting policy” is one which is both important to the portrayal of a company’s financial condition and results, and requires management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. Our management believes that given current facts and circumstances, there are no material estimates or assumptions with levels of subjectivity and judgement necessary to be considered critical accounting policies.
Off Balance Sheet Arrangements
We have no off-balance sheet arrangements, including arrangements that would affect our liquidity, capital resources, market risk support and credit risk support or other benefits.
Item 3. Quantitative and Qualitative Disclosures about Market Risk.
Not Applicable.
Item 4. Controls and Procedures.
Disclosure Controls and Procedures
We maintain disclosure controls and procedures, as defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934 (the “Exchange Act”), that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and that such information 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.
We carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures as of December 31, 2024. Based on the evaluation of these disclosure controls and procedures, and in light of the material weaknesses found in our internal controls over financial reporting, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective for the reasons discussed below.
| 26 |
| Table of Contents |
A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. In its assessment of the effectiveness of internal control over financial reporting as of December 31, 2024, the Company determined that there were control deficiencies that constituted material weaknesses, as described below.
| 1. | We do not have an Audit Committee – While not being legally obligated to have an audit committee, it is the management’s view that such a committee, including a financial expert member, is an utmost important entity level control over the Company’s financial statement. Currently the Board of Directors acts in the capacity of the Audit Committee, and does not include a member that is considered to be independent of management to provide the necessary oversight over management’s activities. |
|
|
|
| 2. | We did not maintain appropriate cash controls – As of December 31, 2024, the Company has not maintained sufficient internal controls over financial reporting for cash, including failure to segregate cash handling and accounting functions, and did not require dual signatures on the Company’s bank accounts. |
Accordingly, the Company concluded that these control deficiencies resulted in a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis by the company’s internal controls.
Our management, including our Chief Executive Officer and our Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company have been detected.
Changes in Internal Controls over Financial Reporting
There has been no change in our internal control over financial reporting occurred during the three months ended December 31, 2024, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
| 27 |
| Table of Contents |
PART II. OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS
None.
Item 1A. RISK FACTORS
Not applicable for smaller reporting companies.
Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
Item 3. DEFAULTS UPON SENIOR SECURITIES
None.
Item 4. MINE SAFETY DISCLOSURE
Not applicable.
Item 5. OTHER INFORMATION
| (a) | None. |
| (b) | During the quarter ending December 31, 2024, there have not been any material changes to the procedures by which security holders may recommend nominees to the Board of Directors. |
| 28 |
| Table of Contents |
Item 6. EXHIBITS
The following documents are filed as part of this report:
Exhibit No. |
| Description |
| ||
| ||
| Amendment to Articles of Incorporation Amending Authorized Common and Preferred Stock * | |
| Amended and Restated Certificate of Designation of Series D Preferred Stock * | |
| Amended and Restated Certificate of Designation of Series E Preferred Stock * | |
| ||
| Agreement by and between Cytta Corp and Makena Investment Advisors, LLC dated April 1, 2020 * | |
| Sublease Agreement by and between Cytta Corp and Michael Collins dated October 25, 2020 * | |
| Agreement by and between Cytta Corp and Peter Rettman dated August 27, 2020 * | |
| ||
| Technology Access Agreement by and between Cytta Corp and Michael Collins dated July 19, 2018 * | |
| ||
| ||
| ||
| ||
101.INS |
| Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).*** |
101.SCH |
| Inline XBRL Taxonomy Extension Schema Document.*** |
101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document.*** | |
101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document.*** | |
101.LAB |
| Inline XBRL Taxonomy Extension Labels Linkbase Document.*** |
101.PRE |
| Inline XBRL Taxonomy Extension Presentation Linkbase Document.*** |
104 |
| Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101). |
* Incorporated by reference to the same exhibit to the registration statement filed by the Company on June 28, 2021.
** Incorporated by reference to exhibit 4.1 to the Current Report on Form 8-K filed by the Company on November 26, 2021.
*** Filed herewith
| 29 |
| Table of Contents |
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.
Dated: September 30, 2025
/s/ Gary Campbell |
|
Gary Campbell |
|
Chief Executive Officer |
|
(principal executive officer) |
|
(principal financial and accounting officer) |
|
| 30 |
EXHIBIT 31.1
CERTIFICATION
I, Gary Campbell, Chief Executive Officer of CYTTA CORP. (the “registrant”), certify that:
| 1. | I have reviewed this annual report on Form 10-Q/A of the registrant for the period ending December 31, 2024; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
|
| a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
|
|
|
|
|
| b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
|
|
|
|
|
| c. | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
|
|
|
|
|
| d. | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
|
| a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
|
|
|
|
|
| b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| Date: September 30, 2025 | By: | /s/ Gary Campbell | |
|
|
| Gary Campbell |
|
|
| Chief Executive Officer |
| |
|
|
| (principal executive officer) |
|
EXHIBIT 31.2
CERTIFICATION
I, Gary Campbell, Chief Financial Officer of CYTTA CORP. (the “registrant”), certify that:
| 1. | I have reviewed this annual report on Form 10-Q/A of the registrant for the period ending December 31, 2024; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
|
| a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
|
|
|
|
|
| b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
|
|
|
|
|
| c. | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
|
|
|
|
|
| d. | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
|
| a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
|
|
|
|
|
| b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| Date: September 30, 2025 | By: | /s/ Gary Campbell | |
|
|
| Gary Campbell |
|
|
| Chief Financial Officer |
| |
|
|
| (principal financial and accounting officer) |
|
EXHIBIT 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
Each of the undersigned hereby certifies, in his capacity as an officer of CYTTA CORP. (the “Company”), for the purposes of 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of his knowledge:
| (1) | The Company’s Annual Report on Form 10-Q/A for the three months ended December 31, 2024 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and | |
| (2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
| Dated: September 30, 2025 | By: | /s/ Gary Campbell | |
|
|
| Gary Campbell |
|
|
| Chief Executive Officer |
| |
|
|
| (principal executive officer) |
|
|
|
| (principal financial and accounting officer) |
|