SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10 – Q
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 2011
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____________ to ________________
Commission file number: 333-139669
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No x
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (Check one).
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
As of September 24th, 2012, there were 1,670,078,203 shares of the issuers common stock, par value $0.00001, outstanding.
PART I FINANCIAL INFORMATION
The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission ("SEC"), and should be read in conjunction with the audited financial statements and notes thereto contained in the Company's September 30, 2011 Form 10-K filed with the SEC on August 8, 2012. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the periods presented have been reflected herein. The results of operations for the periods presented are not necessarily indicative of the results to be expected for the full year.
NOTE 1 - CONDENSED FINANCIAL STATEMENTS
The accompanying financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows at December 31, 2011, and for all periods presented herein, have been made.
Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company's September 30, 2011 audited financial statements. The results of operations for the period ended December 31, 2011 is not necessarily indicative of the operating results for the full year.
NOTE 2 - GOING CONCERN
The Company's financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.
In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management's plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking equity and/or debt financing. However management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.
The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
USE OF ESTIMATES
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.
The following have been added to United States generally accepted accounting standards.
Intangibles Goodwill and Other (Topic 350) issued September 15, 2011.
The amendments in this will allow an entity to first assess qualitative factors to determine whether it is necessary to perform the two-step quantitative goodwill impairment test. Under these amendments, an entity would not be required to calculate the fair value of a reporting unit unless the entity determines, based on a qualitative assessment, that it is more likely than not that its fair value is less than its carrying amount. The amendments include a number of events and circumstances for an entity to consider in conducting the qualitative assessment.
Compensation-Retirement Benefits-Multiemployer Plans (Subtopic 715-80) issued September 21, 2011.
This amendment requires additional disclosures about an employers participation in a multiemployer plan.
Property, Plant and Equipment (Topic 360 issued December 14, 2011
These amendments resolve the diversity in practice about whether the guidance in Subtopic 360-20, Property, Plant, and Equipment-Real Estate Sales, applies to a parent that ceases to have a controlling financial interest (as described in Subtopic 810-10, Consolidation-Overall) in a subsidiary that is in substance real estate as a result of default on the subsidiarys nonrecourse debt. This change does not address whether the guidance in Subtopic 360-20 would apply to other cir4cumstances when a parent ceases to have a controlling financial interest in a subsidiary that is in substance real estate.
Balance Sheet (Topic 210) issued December 16, 2011
This change provides enhanced disclosures that will enable users of its financial statements to evaluate the effect or potential effect of netting arrangements on an entitys financial position. This includes the effect or potential effect of rights of setoff associated with an entitys recognized assets and recognized liabilities within the scope of this amendment. The amendment requires enhance disclosures by requiring improved information about financial instruments and derivative instruments that are wither (1) offset in accordance with wither Section 210-20-45 or Section 815-10-45 or (2) subject to an enforceable master netting arrangement or similar agreement, irrespective of whether they are offset in accordance with wither Section 210-20-45 or Section 815-10-45.
Comprehensive Income (Topic 210) issued December 23, 2011
This change pushes back some of the previous changes to comprehensive income until the Board can decide on presentation policies for presentation requirements for reclassifications out of accumulated other comprehensive income for annual and interim financial statements for public, private, and non-profit entities.
Health Care Entities (Topic 954) issued July 24, 2012
This amendment is to clarify the reporting for refundable advance fees received by continuing care retirement communities.
Intangibles Goodwill and Other (Topic 350) issued July 27, 2012
These amendments will allow an entity to first assess qualitative factors t determine whether it is necessary to perform a quantitative impairment test. Under these amendments, an entity would not be required to calculate the fair value of an indefinite-lived intangible asset unless the entity determines, based on qualitative assessment, that it is not more likely than not, the indefinite-lived intangible asset is impaired. The amendments include a number of events and circumstances for an entity to consider in conducting the qualitative assessment.
None of these new standards have a direct effect on the quarterly financial statements.
NOTE 4 - RELATED PARTY NOTES PAYABLE
As of December 31, 2011 and September 30, 2011 the Company owed various related parties $387,032 and $290,032 respectively. The notes are unsecured, bear no interest and are due on demand.
NOTE 5 - STOCKHOLDERS' EQUITY
Common Stock Issuances - On December 1, 2011, the Company issued 70,000,000 shares of common stock for consulting services at $0.0013 per share.
Preferred Stock Issuances On December 1, 2011, the Company issued 3,000,000 Class B convertible preferred shares for $300,000 in cash.
NOTE 6 - SUBSEQUENT EVENTS
On January 2, 2012, the Company issued 7,900,000 Class C convertible preferred shares for consulting services recorded at $632,000.
During June and July 2012, the Company received $299,062.50 in subscriptions for 239,250,000 shares if its common stock.
In accordance with ASC 855-10 the Company has evaluated all material subsequent events from the balance sheet date through the date of this report. There have been no other reportable subsequent events.
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Except for historical information, this report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such forward-looking statements involve risks and uncertainties, including, among other things, statements regarding our business strategy, future revenues and anticipated costs and expenses. Such forward-looking statements include, among others, those statements including the words expects, anticipates, intends, believes and similar language. Our actual results may differ significantly from those projected in the forward-looking statements. Factors that might cause or contribute to such differences include, but are not limited to, those discussed herein as well as in the Description of Business Risk Factors section in our Annual Report on Form 10-K for the year ended September 30, 2011. You should carefully review the risks described in our Annual Report and in other documents we file from time to time with the Securities and Exchange Commission. You are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this report. We undertake no obligation to publicly release any revisions to the forward-looking statements or reflect events or circumstances after the date of this document.
Although we believe that the expectations reflected in these forward-looking statements are based on reasonable assumptions, there are a number of risks and uncertainties that could cause actual results to differ materially from such forward-looking statements.
All references in this Form 10-Q to the Company, Cytta, we, us, or our are to Cytta Corp.
Results of Operations
We are a development stage corporation. We have generated $12,000 in revenues from our business operations this quarter and have incurred $ 323,562 in expenses this quarter.
The following table provides selected financial data about our Company as of December 31, 2011 and September 30th, 2011, respectively.
Net cash used by operating activities during the quarter was $222,604.
Plan of Operation
On June 18th, 2009, the Company entered into a Licensing Agreement with Lifespan, Inc. Through a series of transactions and business developments commencing in 2002 Lifespan had acquired the expertise and licenses to manufacture, distribute and market various technology based internet access and computing products and services, consisting of internet access devices, related software and hardware and a series of medical peripherals designed and adapted to provide remote non-diagnostic monitoring of home based and remote patients.
On June 9, 2009, the Company determined that it wished to stay in the medical products industry and pursued an opportunity to enter into the remote patient monitoring (RPM) sector. On June 18th, 2009, the Company entered into a Licensing Agreement with Lifespan, Inc. a Nevada Corporation. Through a series of transactions and business developments commencing in 2002 Lifespan had acquired the expertise and licenses to manufacture, distribute and market various technology based internet and telephony based access and computing products and services, consisting of internet access devices, related software and hardware and a series of medical peripherals designed and adapted to provide remote patient monitoring (RPM) of home based and remote patients.
Under the terms of the Agreement with Cytta, Lifespan granted the Company the exclusive license to manufacture, sell, distribute, operate, sub-license and market these internet and telephony access devices, products and services in the United States. The Company has been utilizing the License to develop a model for the internet and telephony access devices which can incorporate the numerous technology advances which are currently available and has determined to utilize android based smartphones and tablets as the connectivity devices. In exchange for the license, Lifespan has received 120,000,000 shares of the Companys common stock, plus a license fee equal to one half of one percent (.5%) of the net revenue derived from the sale and use of their products and services. This transaction is more fully described in our Current Report on Form 8-K filed with the Securities and Exchange Commission on June 19, 2009.
On November 10th, 2010, the Company entered into an MVNO Mobile Virtual Network Operator Agreement (herein MVNO Agreement) with Vonify Inc. of Toronto, Canada and Georgetown, Grand Cayman Island, BWI (herein Vonify) and MVNO Mobile Virtual Network Operator Corp (herein MVNO) of New Westminster, Canada (MVNO Corp.) a company owned and controlled by Mr. Gary Campbell an Officer and Director and controlling shareholder of Cytta for a license to provide all the Services of the Vonify Network to third parties, in the medical marketplace in the USA as a Special Purpose Medical Network. Cytta may only resell Services to third parties who are also End Users and such third parties may not further resell the Services. Cytta is expressly permitted to use and develop their own applications and programing for the phones and may develop and utilize applications which require modification of the native or core programing of the Smartphones provided it does not have a deleterious effect upon the Network.
The Vonify Network includes those integrated mobile switching facilities, servers, cell sites, telecom and internet connections, billing systems, validation systems, gateways, landline switches and other related facilities used to provide the Services. Vonify operates the network utilizing the C & F Block Spectrum Licenses and associated roaming agreements and all the land, towers and antennas along with the associated network agreements.
Pursuant to Cyttas MVNO agreement with Vonify, the Services to be marketed by Cytta are defined as wireless telecommunications services for the Global System for Mobile (GSM) communications. The Company has finalized the testing of the Vonify network in the US utilizing Vonify SIM cards installed on numerous brands of android smartphones and tablets deployed in various parts of the US. After comprehensive testing, the Cytta network was found to be fully functional and compliant in regards to voice, data and SMS connectivity. The network is suitable in all aspects for utilization by Cytta for the movement of medical information gathered from Bluetooth enabled remote medical monitoring devices. The Cytta Medical smartphones and tablets are also fully functional voice, data and SMS cell phones.
In exchange for the MVNO Agreement, Cytta issued 250,000,000 shares of the Companys common stock to Vonify Inc. This transaction resulted in Vonify Inc. becoming a greater than 10% shareholder of the Company at the time. Mr. Michael Scott, a Director of the Company, is the controlling shareholder of Vonify Inc. This transaction is more fully described in our Current Report on Form 8-K filed with the Securities and Exchange Commission on November 29, 2010.
On January 25th, 2012, the Companys Board ratified an executed Wireless Data Machine to Machine (M2M) Communications Agreement with ATT Mobility II, LLC on behalf of its affiliates AT&T or AT&T Mobility (herein AT&T) pursuant to the terms of which Cytta agrees to purchase from AT&T and AT&T agrees to sell to Cytta wireless service for use in machine to machine communications on AT&Ts Wireless Data Network. Through AT&T, Cytta can offer a nationwide Data GSM/GPRS footprint across 100 percent of the AT&T service area. GSM also provides global compatibility resulting in more international roaming potential. Cytta has currently activated its first AT&T SIMs and is evaluating their market potential. Additional setup, activation and details are currently being explored between the parties. This transaction is more fully described in our Current Report on Form 8-K filed with the Securities and Exchange Commission on January 31st, 2012.
In an effort to respond to data security concerns related to the transmission of information through a mobile communications network, on June 24th, 2011, the Company entered into a Joint Venture and Value Added Reseller Agreement and a final Exclusive License Agreement on August 18th, 2011 (herein the Agreement) with Promia, Inc. of San Francisco, CA (herein Promia) to exclusively market on a worldwide basis Promias software and hardware development services and technologies. This transaction is more fully described in our Current Report on Form 8-K filed with the Securities and Exchange Commission on June 30, 2011.
As at November 29th, 2011 the Company advised Promia that we were demanding performance under the Agreement and a full and immediate accounting of all funds received on our behalf and owing pursuant to the Agreement. Promia has not responded to the Companys demands. As at November 30th, 2011, the Company terminated its relationship with an Officer and Director, and a consultant/advisor for cause in acting in breach of their duties to the Company. The Company demanded return of all documents and assets in their possession and they have refused and/or failed to do so. The Company also ceased doing business with a shareholder who was acting contrary to the Companys interest and who had obtained a $17,500 loan from the Company through misrepresentation.
Since the acquisition of the Lifespan technology, and the rights to utilize the Vonify Wireless Network through the Vonify MVNO Agreement, and the AT&T Data MVNO agreement, and the Agreements with the medical device manufacturers, the Company has now completed the development of a remote medical monitoring model or remote patient monitoring (RPM) system designed to deliver seamless, near real-time, medical data transmission from home to Insurer/Provider. The Companys system seamlessly collects the data generated by the portable or home based medical monitoring devices (such as blood pressure, scale, blood glucose, pulse oxygen etc.), utilizing Bluetooth connectivity. This medical data is sent via Bluetooth from the medical device to the Companys Medical Smartphone, which is also located in the home and/or held by the patient.
The Companys Medical Smartphone, contains proprietary device resident or native programming, consisting of a Firmware Client or Super App developed by Connected Health Pte. Ltd. in conjunction with the Cytta Special Purpose Network and which is licensed to Cytta pursuant to the July 14th, 2011 License Agreement. This application for the phones is designed to automatically receive Bluetooth data and perform autonomous control and connectivity functions utilizing the voice, data and SMS capability of the Smartphone or tablet. Connected Health is a wireless health innovator committed to developing health monitoring connectivity solutions which when installed on the Cytta Medical Smartphone, automatically receives the medical data and utilizes the Companys wireless telecommunication services, to transmit the data through the cellular network to Cyttas proprietary online or Cloud based Cytta Data repository Dashboard called the Instant EMRTM.
From the Online or Cloud based Cytta Data repository Dashboard or Instant EMRTM the data can be utilized as part of the electronic medical monitoring systems (EMRs) of the major Medical Groups (such as Insurance Companies, Disease Management Companies, Health Delivery Organizations, Health Plans, Home Health Agencies, Managed Care Organizations, Medical Groups and IPAs) who have placed the systems in the homes of their clients requiring remote patient monitoring. These Medical Groups contract with Cytta and are responsible for installing, monitoring and financing the system in the homes of their clients who require monitoring.
The Company has currently entered into agreements with respected medical device manufacturers A&D Medical, Nonin Medical, ForaCare, and Entra Health which have allowed Cytta to incorporate their FDA Systems, which have allowed Cytta to incorporate their FDA, approved medical monitoring devices to for measurement of Blood Pressure, Glucose Values, Weight, Temperature, Pulse, and Oxygen Saturation. The Company is currently working to add PT/INR, ECG Rhythms, Respiration, and a personal emergency response system (PERS) into the Cytta Ecosystem.
The Company and its licensing partner have now completed the development of the proprietary Firmware Client and have installed the technology on several Nexus One, HTC My Touch, HTC Wildfire, HTC Sense, Sony Xperia android smartphones.as well as with the Samsung and HTC tablets. The testing and integration of the combination Smartphone/tablets and Firmware Client, which has collectively been described as the Cytta Medical Smartphone or the Cytta Medical Tablet, with the blood pressure, weight scale, pulse/oximetry and blood glucose devices, has been completed and are all functioning seamlessly. The Company has completed the development of the Online Data Presentation Screens Dashboard or Instant EMRTM to represent the data captured by the system for its clients.
The Company began its first installations of the complete Cytta Ecosystems in September 2011 in the US, with two Medical Group clients wishing to utilize and or participate in the Companys medical monitoring ecosystem. In March 2012 Cytta delivered its second round of orders to its first two Medical Group clients. One of these Medical Groups is now proceeding with a program utilizing the Cytta Connect system in a heart attack prevention program through their website www.every30seconds.com. The other Medical group is proposing a program with a major hospital group utilizing the Cytta Connect system in a program to prevent hospital readmissions.
In March 2012 the Company commenced a major installation and product evaluation with a major medical Insurance Co/Payor. Upon conclusion of Insurance co/Payor evaluation, the Company will begin full deployment of its systems and commence operations as a Medical Health Service Provider (MHSP). The Company has also received a preliminary Whitepaper evaluating the successful use and efficiencies generated by the Cytta Connect system with the medical Insurance/Payors clients in the field. We are not yet authorized to publish the Whitepaper.
The Companys integrated and completely autonomous system provides numerous advantages over current systems, as well as a pricing structure designed to generate a positive return on investment (ROI) for the Medical Groups utilizing the system. To this end the Company is currently demonstrating the system to numerous Medical Group clients wishing to utilize and or participate in the Companys medical monitoring ecosystem.
Cytta currently has minimal operating costs and expenses at the present time due to our relatively new business activities. However we anticipate significantly increasing our activities as a result of the first sales of our systems and the installation thereof. We have entered into certain management and consulting contracts with our senior Officers and non-affiliated consultants who will be providing business services to the Company in the health care arena. Additionally, we will be required to raise significant capital over the next twelve months, in connection with our operations resulting from our marketing Agreements. We currently engage in minimal product research and development; however the Companys Agreements may cause us to engage in further research and development in the foreseeable future. We have no present plans to purchase or sell any plant or significant equipment although we will have to acquire some equipment related to the marketing Agreements. We also have immediate plans to add employees, other than the current management and consultants, and we will continue to do so in the future as a result of the operations related to the marketing of our systems.
Liquidity and Capital Resources
Our cash and cash equivalents balance as of December 31, 2011 was $254,795.
We currently have limited marketing operations.
We have limited funds on hand to pursue our business objectives for the near future however we cannot commence full scale operations without seeking additional funding. We currently do not have a specific plan of how we will obtain such funding.
Loans to the Company
We have been receiving loans from shareholders of the company to pay general operating costs. As of December 31, 2011, we had $387,032 in loans outstanding.
We have minimal operating costs and expenses at the present time due to our limited business activities. Currently our operating activities in the healthcare arena are conducted by our senior Officers and engaged consultants. We will, however, be required to raise additional capital over the next twelve months to meet our current administrative expenses and to develop our operations. This financing may take the form of additional sales of our equity or debt securities to, or loans from, stockholders, or from our officers and directors or other individuals. There is no assurance that additional financing will be available from these or other sources, or, if available, that it will be on terms favorable to us.
Our auditors have included an explanatory paragraph in their report on our financial statements relating to the uncertainty of our business as a going concern, due to our limited operating history, our lack of historical profitability, and our limited funds. We believe that we will be able to raise the required funds for operations and to achieve our business plan.
Off-Balance Sheet Arrangements
We have never entered into any off-balance sheet financing arrangements and have not formed any special purpose entities with the exception of the Cytta Connect LLC joint venture which has ceased operations. We have not guaranteed any debt or commitments of other entities or entered into any options on non-financial assets.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
CONTROLS AND PROCEDURES
Evaluation of Our Disclosure Controls
Under the supervision and with the participation of our senior management, including our principal executive officer and chief financial officer, Gary Campbell, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act), as of the end of the period covered by this quarterly report (the Evaluation Date). Based on this evaluation, our chief executive officer and chief financial officer concluded as of the Evaluation Date that our disclosure controls and procedures were effective such that the information relating to us, required to be disclosed in our Securities and Exchange Commission (SEC) reports (i) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and (ii) is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.
Changes in Internal Control Over Financial Reporting
There have been no changes in our internal control over financial reporting that occurred during the quarter ended December 31, 2011 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.
PART II OTHER INFORMATION
In the ordinary course of our business, we may from time to time become subject to routine litigation or administrative proceedings which are incidental to our business. As at December 31, 2011we are not a party to nor are we aware of any existing, pending or threatened lawsuits or other legal actions involving us.
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
During the quarter ended December 31st, 2011, the Company sold securities that were not registered under the Securities Act of 1933 as follows:
On December 1, 2011, the Company issued 70,000,000 shares of its $0.00001 par value common stock for consulting services at $0.0013 per share for a total of $91,000 in reliance upon the exemption from registration contained in Section 4(2) of the Securities Act of 1933, as amended. The Company did not engage in any general solicitation or advertising. The Company issued the stock certificates and affixed the appropriate legends to the restricted stock.
On December 1, 2011, the Company issued 3,000,000 of its $0.001 par value Class B Preferred shares for $300,000 in cash in reliance upon the exemption from registration contained in Section 4(2) of the Securities Act of 1933, as amended. The Company did not engage in any general solicitation or advertising. The Company issued the stock certificates and affixed the appropriate legends to the restricted stock.
None of the transactions involved any underwriters or underwriting discounts. All of the purchasers were deemed to be sophisticated financially and with regard to an investment in our securities.
DEFAULTS UPON SENIOR SECURITIES
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The following exhibits are included as part of this report:
Exhibit No. Description
31.1 / 31.2 Rule 13(a)-14(a)/15(d)-14(a) Certification of Principal Executive and Financial Officer
32.1 / 32.2 Rule 1350 Certification of Principal Executive and Financial Officer
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 24th, 2012
By:/s/ Gary Campbell