CYTTA CORP.

CERTIFICATE OF DESIGNATION OF PREFERENCES,

RIGHTS AND LIMITATIONS

OF

CLASS D PREFERRED STOCK

PURSUANT TO SECTION 78.1955 OF THE

NEVADA REVISED STATUTES

The undersigned, Gary Campbell, does hereby certify that:

1.  He is the President of Cytta Corp., a Nevada corporation (the “Corporation”).

2.    The Corporation is authorized to issue up to 100,000,000 shares of its Preferred stock.

3.    The following resolutions were duly adopted by the board of directors of the Corporation (the “Board of Directors”):

WHEREAS, the amended Articles of Incorporation of the Corporation provides for a class of its authorized stock known as the “Preferred Stock,” consisting of up to100,000,000 shares, $0.001 par value per share.

WHEREAS The Board of Directors is authorized to issue the shares of Preferred Stock from time to time in one or more classes or series, each of which class or series shall have such distinctive designation or title as shall be fixed by the Board of Directors of the Corporation or any committee thereof established by resolution of the Board of Directors pursuant to the Bylaws prior to the issuance of any shares thereof;

WHEREAS, the Board of Directors is authorized to fix for each such class or series of Preferred Stock such voting powers, full or limited, or no voting powers, and such preferences and relative, participating, optional or other special rights and such qualifications, limitations or restrictions thereof, as shall be stated in such resolution or resolutions providing for the issue of such class or series of Preferred Stock as may be adopted from time to time by the Board of Directors prior to the issuance of any shares thereof, all in accordance with the laws of the State of Nevada.

WHEREAS, it is the desire of the Board of Directors, pursuant to its authority as aforesaid, to fix the rights, preferences, restrictions and other matters relating to a class of the Preferred Stock, which shall consist of up to 10,000,000 shares of the Preferred Stock which the Corporation has the authority to issue, to be designated as “Class D Preferred Stock,” as follows:

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NOW, THEREFORE, BE IT RESOLVED, that the Board of Directors does hereby provide for the issuance of a class of Preferred Stock for cash or exchange of other securities, rights, services or property and does hereby fix and determine the rights, preferences, restrictions and other matters relating to such class of Preferred Stock as follows:

RIGHTS AND RESTRICTIONS OF CLASS D PREFERRED STOCK

Dividends on Class D Preferred Stock

The Company shall, in its discretion, determine when and if dividends will be paid, and whether it will be paid in cash, shares of Common Stock, or a combination of both. All Class D Preferred Stockholders shall be treated the same with respect to the payment of dividends as the holders of the Common Shares. In the event the Company elects to pay a portion or all of the dividends on the Class D Preferred Stock by issuing shares of the Company's Common Stock, the shares of common stock issued as dividends will be restricted, unregistered shares, and will be subject to the same transfer restrictions that apply to the shares of Class D Preferred Stock. The dividend is payable as may be determined by the Board of Directors, out of funds legally available therefor.  The Class D Preferred Stock will not have priority as to dividends over the Common Stock and will rank pari passu.

Liquidation Rights

In case of the voluntary or involuntary liquidation, dissolution or winding-up of the Company, holders of Shares of the Class D Preferred Stock are entitled to receive a liquidation preference of $0.10 per share before any payment or distribution is made to the holders of Common Stock or any other series or class of the Company's stock hereafter issued which ranks junior as to liquidation rights to the Class D Preferred Stock. A consolidation or merger of the Company with another corporation will be deemed to be a liquidation, dissolution or winding-up of the Company unless the Company is the surviving corporation and its shareholders immediately prior to the consolidation or merger are the holders of at least fifty-one percent (51%) of the voting equity of the surviving corporation immediately after the consolidation or merger. A sale or transfer of all or part of the Company's assets for cash, securities or other property will not be considered a liquidation, dissolution or winding-up of the Company.

Holders of shares of any Class D Preferred Stock issued in the future shall be entitled to receive a liquidation preference of $0.10 per share, before any payment or distribution is made to the holders of Common Stock or any other series or class of the Company's stock hereafter issued which ranks junior as to liquidation rights to the Class D Preferred Stock. To the extent any payment or distribution is insufficient to pay the entire liquidation preference on all outstanding shares of Class D Preferred Stock, the payment shall be apportioned pro rata among the holders of the Class D Preferred Stock.

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Multiple Voting Rights for Preferred Stock

The holders of the Class D Preferred Stock shall vote for the election of directors, and shall have full voting rights, except that each Class D Preferred share shall entitle the holder to exercise three hundred (300) votes for each one (1) Class D Preferred Share held.

Redemption Rights of Preferred Stock

The Class D Preferred Stock shall not be redeemable.

Conversion Rights of Preferred Stock

The holders of the Class D Preferred Stock will be entitled at any time to convert their shares of Class D Preferred Stock into shares of the Company's Common Stock at the rate of one (1) share of Class D Preferred Stock for three hundred (300) shares of Common Stock (the "Conversion Ratio"). No fractional shares will be issued.

The Conversion Ratio of the Class D Preferred Stock shall be adjusted in certain circumstances, including the payment of a stock dividend on shares of the Common Stock and combinations and subdivisions of the Common Stock.

In the case of any share exchange, capital reorganization, consolidation, merger or reclassification whereby the Common Stock is converted into other securities or property, the Company will make appropriate provisions so that the holder of each share of Class D Preferred Stock then outstanding will have the right thereafter to convert such share of Class D Preferred Stock into the kind and amount of shares of stock and other securities and property receivable upon such consolidation, merger, share exchange, capital reorganization or reclassification by a holder of the number of shares of Common Stock into which such shares of Class D Preferred Stock might have been convened immediately prior to such consolidation, merger, share exchange, capital reorganization or reclassification.  If the shares of Common Stock are subdivided or combined into a greater or smaller number of shares of Common Stock, the Conversion Ratio shall be proportionately increased in case of subdivision of shares.  If the shares of Common Stock are combined, consolidated or reverse split into a smaller number of shares of Common Stock the Conversion Ratio shall be proportionally decreased.  The kind and type of Common Shares issuable upon conversion of the Class D Preferred Stock both before and after combination, consolidation or reverse split of the Common Shares shall be the same.

The same transfer restrictions imposed on the Class D Preferred Stock shall be applicable to the Common Stock into which the Class D Preferred Stock is converted, although for purposes of Rule 144 as presently in effect, the holding period requirement may be met by adding together the period in which the Class D Preferred Stock is held and the period in which the Common Stock into which the Class D Preferred Stock is converted, is held.

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Other Provisions

The shares of Class D Preferred Stock to be issued and any Common Shares into which it is converted, shall he duly and validly issued, fully paid and non-assessable. The holders of the Class D Preferred Stock shall not have preemptive rights with respect to any shares of capital stock of the Company or any other securities of the Company convertible into Common Stock or rights or options to purchase any such shares.

/s/ G. Campbell, President

Cytta Corp   12/05/2012

Authorized Signatory

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