-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JpWOdBX6XRxRcihoqXNmFg5cKlYlR6AG+G4aMZx4vdjtTFhC6RB/jBlu+2d1bGb5 zjnWlIuy9OY5bQzEJ5ulTQ== 0001165527-10-000321.txt : 20100423 0001165527-10-000321.hdr.sgml : 20100423 20100423091913 ACCESSION NUMBER: 0001165527-10-000321 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20090930 FILED AS OF DATE: 20100423 DATE AS OF CHANGE: 20100423 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CYTTA CORP. CENTRAL INDEX KEY: 0001383088 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 980505761 STATE OF INCORPORATION: NV FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 333-139699 FILM NUMBER: 10765928 BUSINESS ADDRESS: STREET 1: 905 VENTURA WAY CITY: MILL VALLEY STATE: CA ZIP: 94941 BUSINESS PHONE: (415) 860-5192 MAIL ADDRESS: STREET 1: 905 VENTURA WAY CITY: MILL VALLEY STATE: CA ZIP: 94941 FORMER COMPANY: FORMER CONFORMED NAME: Cytta Corp. DATE OF NAME CHANGE: 20061208 10-K/A 1 g4050.txt AMENDMENT 1 TO FORM 10-K U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) [X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For Fiscal Year Ended: September 30, 2009 OR [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______________ to ______________ Commission file number 333-139699 CYTTA CORP. (Exact name of small business issuer as specified in its charter) Nevada 98-0505761 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 905 Ventura Way, Mill Valley, CA 94941 (Address of principal executive offices) (Zip Code) Registrant's telephone number: (415) 860-5192 Securities registered under Section 12(b) of the Act: None Securities registered under Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [X] Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes [X] No [ ] Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ] 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 the "large accelerated filer," "accelerated filer," "non-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 [X] (Do not check if a smaller reporting company) Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X] As of January 8, 2010, there were 605,400,000 shares of the registrant's common stock, par value $0.00001, issued and outstanding. Of these, 605,400,000 shares are held by non-affiliates of the registrant. The market value of securities held by non-affiliates was $242,160 on January 8, 2009. DOCUMENTS INCORPORATED BY REFERENCE Not Applicable TABLE OF CONTENTS Page ---- Explanatory Note 3 PART IV Item 15. Exhibits 4 2 EXPLANATORY NOTE This Amendment No. 1 on Form 10-K/A (this "Amendment") amends the Annual Report on Form 10-K of Cytta Corp. (the "Company") for the fiscal year ended September 30, 2009, originally filed with the Securities and Exchange Commission (the "SEC") on January 13, 2010 (the "Original Filing"). We are filing this Amendment for the purpose of providing the information required by the Certifications contained in EXHIBIT 31.1 / 31.2 of the exhibit list in Part IV to Form 10-K. Further, in connection with the filing of this Amendment and pursuant to the rules of the SEC, we are including certain currently dated certifications with this Amendment. Except as expressly set forth in this Amendment, we are not amending any other part of the Original Filing. This Amendment continues to speak as of the date of the Original Filing, and does not reflect events occurring after the filing of the Original Filing or modify or update any related or other disclosures unless expressly noted otherwise. Accordingly, this Amendment should be read in conjunction with the Original Filing and with our other filings made with the Securities and Exchange Commission subsequent to the filing of the Original Filing, including any amendments to those filings. The filing of this Amendment shall not be deemed an admission that the Original Filing when made included any untrue statement of a material fact or omitted to state a material fact necessary to make a statement not misleading. 3 PART IV ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES. EXHIBITS The following Exhibits are being filed with this report on Form 10-K/A: Exhibit SEC Report No. Reference Number Description --- ---------------- ----------- 3.1 3.1 Articles of Incorporation of Registrant as filed with the Nevada Secretary of State on May 30, 2006 (1) 3.2 3.1 Amendment to the Articles of Incorporation of Registrant as filed with the Nevada Secretary of State on July 1, 2009 (2) 3.2 3.2 By-Laws of Registrant (1) 14.1 14.1 Code of Ethics (3) 21 21 List of Subsidiaries (4) 31.1/31.2 * Certification of Principal Executive and Financial Officer, pursuant to SEC Rules 13a-14(a) and 15d-14(a), adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1/32.2 * Certification of Chief Executive and Financial Officer, pursuant to 18 U.S.C. Section 1350, adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002** - ---------- * Filed herewith. ** This certification is being furnished and shall not be deemed "filed" with the SEC for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the Registrant specifically incorporates it by reference. (1) Filed with the Securities and Exchange Commission on December 28, 2006 as an exhibit, numbered as indicated above, to the Registrant's registration statement on the Registrant's Registration Statement on Form SB-2 (file no. 333-139699), which exhibit is incorporated herein by reference. (2) Filed with the SEC on July 6, 2009 as an exhibit, numbered as indicated above, to the Registrant's Current Report on Form 8-K (SEC File No. 333-139699), which exhibit is incorporated herein by reference. (3) Filed with the Securities and Exchange Commission on December 27, 2007 as an exhibit, numbered as indicated above, to the Registrant's Annual Report on Form 10-KSB (file no. 333-139699), which exhibit is incorporated herein by reference. (4) Filed with the Securities and Exchange Commission on January 13, 2010 as an exhibit, numbered as indicated above, to the Registrant's Annual Report on Form 10-K (file no. 333-139699), which exhibit is incorporated herein by reference. 4 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. CYTTA CORP. Dated: April 22, 2010 By: /s/ Stephen Spalding --------------------------------------------- Stephen Spalding, Chief Executive Officer and Chief Financial Officer In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. SIGNATURE TITLE DATE --------- ----- ---- /s/ Stephen Spalding - ----------------------------- Director, Chief Executive April 22, 2010 Stephen Spalding Officer and Chief Financial Officer 5 EX-31.1 2 ex31-1.txt SECTION 302 CERTIFICATION EXHIBIT 31.1 / 31.2 CERTIFICATIONS I, Stephen Spalding, certify that: 1. I have reviewed this report on Form 10-K/A of Cytta Corp. 2. Based on my knowledge, this annual 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. I am 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 my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me 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 my 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 my 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 period covered by this annual report that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of 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: April 22, 2010 /s/ Stephen Spalding ----------------------------------------- Stephen Spalding Principal Executive and Financial Officer EX-32.1 3 ex32-1.txt SECTION 906 CERTIFICATION EXHIBIT 32.1 / 32.2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of Cytta Corp. (the "Company") on Form 10-K/A for the year ended September 30, 2009 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Stephen Spalding, Chief Executive and Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that; (1) 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. A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request. /s/ Stephen Spalding - -------------------------------------------- Name: Stephen Spalding Title: Chief Executive and Financial Officer Date: April 22, 2010 -----END PRIVACY-ENHANCED MESSAGE-----