U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-K

(Mark One)
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

                   For Fiscal Year Ended: September 30, 2010

                                       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: (702) 307-1680

           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 12,  2011,  there were  1,078,078,203  shares of the  registrant's
common stock, par value $0.00001, issued and outstanding.  Of these, 758,078,203
shares  are  held by  non-affiliates  of the  registrant.  The  market  value of
securities held by non-affiliates was $682,270 on January 12, 2011.

                       DOCUMENTS INCORPORATED BY REFERENCE
                                 Not Applicable

<PAGE>
                                TABLE OF CONTENTS

CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING INFORMATION .................  3

PART I

ITEM 1.   BUSINESS ..........................................................  3

ITEM 1A.  RISK FACTORS ......................................................  5

ITEM 1B.  UNRESOLVED STAFF COMMENTS .........................................  5

ITEM 2.   PROPERTIES ........................................................  5

ITEM 3.   LEGAL PROCEEDINGS .................................................  5

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS ...............  5

PART II

ITEM 5.   MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER
          MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES .................  6

ITEM 6.   SELECTED FINANCIAL DATA ...........................................  7

ITEM 7.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
          AND RESULTS OF OPERATIONS .........................................  7

ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA ........................  9

ITEM 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
          AND FINANCIAL DISCLOSURE ..........................................  9

ITEM 9AT. CONTROLS AND PROCEDURES ...........................................  9

ITEM 9B.  OTHER INFORMATION ................................................. 11

PART III

ITEM 10.  DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE ........... 11

ITEM 11.  EXECUTIVE COMPENSATION ............................................ 13

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
          AND RELATED STOCKHOLDER MATTERS ................................... 14

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
          INDEPENDENCE ...................................................... 15

ITEM 14.  PRINCIPAL ACCOUNTING FEES AND SERVICES ............................ 15

PART IV ..................................................................... 16

ITEM 15.  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES ........................ 16

                                       2
<PAGE>
           CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING INFORMATION

EXCEPT  FOR  HISTORICAL  INFORMATION,   THIS  REPORT  CONTAINS   FORWARD-LOOKING
STATEMENTS.  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  IN THE  SECTIONS  "BUSINESS"  AND
"MANAGEMENT'S  DISCUSSION  AND  ANALYSIS OF FINANCIAL  CONDITION  AND RESULTS OF
OPERATIONS."  YOU SHOULD  CAREFULLY  REVIEW THE RISKS  DESCRIBED  IN THIS ANNUAL
REPORT AND IN OTHER  DOCUMENTS WE FILE FROM TIME TO TIME WITH THE SECURITIES AND
EXCHANGE  COMMISSION (THE "SEC").  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-K TO THE "COMPANY,"  "CYTTA," "WE," "US" OR "OUR"
"REGISTRANT"ARE TO CYTTA CORP.

                                     PART I

ITEM 1. BUSINESS

BUSINESS DEVELOPMENT

Cytta Corp.  was  incorporated  in the State of Nevada on May 30, 2006,  and our
fiscal  year-end is September  30th.  The company's  administrative  offices are
located at 905 Ventura Way, Mill Valley,  CA 94991,  and the telephone number is
(702) 307 1680.

Cytta Corp. has no revenues or operations, and has only limited cash on hand. We
have  sustained  losses  since  inception  and  rely  solely  upon  the  sale of
securities and loans from our corporate officers and directors for funding.

Cytta has never declared  bankruptcy,  been in receivership,  or involved in any
kind of  legal  proceeding.  Cytta,  its  directors,  officers,  affiliates  and
promoters have not and do not intend to enter into  negotiations  or discussions
with  representatives  or owners of any other businesses or companies  regarding
the possibility of an acquisition or merger.

BUSINESS OF  ISSUER

Cytta was originally  formed to be a web based service provider in which general
contractors in local areas can market their services and users of their services
can search for contractors in their area and post remarks regarding  timeliness,
quality,  and any other positive or negative feedback regarding their experience
or quality of craftsmanship with that particular contractor.

The Company  decided in  December  2008 to redirect  our  business  focus and we
merged with  Ophthalmic  International,  Inc.  ("OI), a Nevada  corporation.  We
entered  into an  Agreement of Share  Exchange  and Plan of  Reorganization  and
consummated a share exchange (the "Share  Exchange") with OI. The closing of the
transaction  took place on December 9, 2008, and resulted in the  acquisition of
OI.  Pursuant to the terms of the Share Exchange  Agreement,  we acquired all of
the  outstanding  capital  stock  of OI from  the  five OI  shareholders  for an
aggregate of 56,000,000  shares,  or 69.8% of the Company's  common stock.  As a
result of the Share Exchange  Agreement,  the OI  shareholders  transferred  all
their interest in OI to the Company and, as a result, OI became our wholly owned
subsidiary.  As a further condition of the Share Exchange Agreement, the current
officers  and  directors  of the  Company  resigned  and G.  Richard  Smith  was
appointed  the sole officer and director of the Company.  On May 8, 2009,  Cytta

                                       3
<PAGE>
entered into an agreement  (the  "Agreement"),  dated May 8, 2009,  with OI, its
wholly-owned  subsidiary,  pursuant  to which we  reversed  the  transaction  of
December 9, 2008, in which we acquired OI in exchange for  56,000,000  shares of
Registrant's  restricted common stock being issued to the shareholders of OI. At
the  closing  of the  Agreement,  on  May  13,  2009,  the  shareholders  of the
56,000,000  shares of  Registrant's  common stock returned those shares to us in
exchange for us  delivering  to them their  pro-rata  shares of  outstanding  OI
common stock. At the close of the Agreement, G. Richard Smith, resigned from all
of his  positions  after  appointing  Mr. Robert Gosine as the sole Director and
Principal  Executive  Officer.  Mr.  Gosine  had been a Director  and  Principal
Executive   Officer  of  the  Registrant   prior  to  December  9,  2008.  These
transactions  are more fully  described in our Current Reports on Form 8-K filed
with the Securities and Exchange  Commission on December 12, 2008, May 12, 2009,
and May 20, 2009, respectively.

On June 9, 2009,  Mr.  Stephen  Spalding  was  appointed  the sole  Director and
Principal  Executive  Officer when Mr Gosine resigned from all of his positions.
On June 9, 2009, the Company  determined  that it wished to enter the home based
remote medical monitoring sector. 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.  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  access  devices,  products and
services in the United  States.  The Company has been  utilizing  the License to
develop a model for the  internet  access  devices  which  can  incorporate  the
numerous  technology  advances  which are  currently  available and is currently
pursuing  this  avenue.  In exchange  for the  license,  Lifespan  has  received
120,000,000  (6,000,000  pre-split) shares of the Company's 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 the 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 for a
license to provide all the "Services" of the Vonify Network to third parties, in
the medical marketplace in the USA. 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.  The Services to be
marketed by Cytta are defined as wireless  telecommunications  services  for the
Global  System  for  Mobile  (GSM)  communications.  In  exchange  for the  MVNO
Agreement, Cytta is required to issue 250,000,000 shares of the Company's common
stock to Vonify.  This transaction will result in Vonify becoming a greater than
10% shareholder of the Company.  Mr. William Becker,  a Director of the Company,
is a controlling shareholder of Vonify. 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.

Since the acquisition of the Lifespan  Technology,  and the MVNO Agreement,  the
Company has been  developing and delineating a remote medical  monitoring  model
designed to deliver seamless, near real-time, medical data transmission, through
blue tooth  connectivity,  utilizing  the Company's  wireless  telecommunication
services,  to  major  medical   payor/provider's  back  end  electronic  medical
monitoring  systems (EMR's),  with a pricing structure  sufficient to generate a
positive return on investment (ROI) for the clients.  To this end the Company is
currently in discussions  with  potential  partners  and/or  clients  wishing to
utilize and or participate in the `Company's `medical monitoring ecosystem'.

PATENTS, TRADEMARKS AND LICENSES, FRANCHISES, CONCESSIONS, ROYALTY AGREEMENTS OR
LABOR CONTRACTS

We presently  utilize no patents,  licenses,  franchises,  concessions,  royalty
agreements or labor contracts in connection with our business with the exception
of the license from Lifespan Inc. and Vonify Inc. described above.

                                       4
<PAGE>
RESEARCH AND DEVELOPMENT

During  the  fiscal  years  ended  September  30,  2010  and  2009,  we  made no
expenditures on research and development.

EMPLOYEES

As of January 12, 2011, the Company has no employees.

REPORTS TO SECURITY HOLDERS

The Company is not required to provide annual reports to security holders.

We are subject to the  reporting  requirements  of the  Securities  and Exchange
Commission  ("SEC") and we file reports  including,  but not limited to,  Annual
Reports of Form 10-K,  Quarterly  Reports on Form 10-Q,  Current Reports on Form
8-K, and Proxy Statements on Schedule 14.

The  public  may read and copy any  materials  we file with the SEC at the SEC's
Public Reference Room at 100 F Street N.E.,  Washington,  D.C. 20549. The public
may obtain  information on the operation of the Public Reference Room by calling
the SEC at  1-800-SEC-0330.  The SEC  maintains an Internet  site that  contains
reports,  proxy and  information  statements,  and other  information  regarding
issuers  that file  electronically  with the SEC and the address of that site is
www.sec.gov.

ITEM 1A. RISK FACTORS

Because we are a "smaller reporting company" as that term is defined by the SEC,
we are not required to present risk factors at this time.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 2. PROPERTIES

Cytta's  principal  place of business and  corporate  offices are located at 905
Ventura Way, Mill Valley,  CA 94941 and the telephone  number is (702) 307-1680.
The office is the  principle  business of Stephen  Spalding and the Company does
not pay any rent.  The Company  intends to find another  office space to rent in
the near future.

Cytta does not currently  have any  investments or interests in any real estate,
nor do we have  investments  or an  interest  in any real  estate  mortgages  or
securities of persons engaged in real estate activities

ITEM 3. LEGAL PROCEEDINGS

No legal or governmental proceedings are presently pending or, to our knowledge,
threatened, to which we are a party.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No  matters  were  submitted  to  a  vote  of  security  holders,   through  the
solicitation  of proxies or otherwise,  during the fourth  quarter of the fiscal
year covered by this report.

                                       5
<PAGE>
                                     PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
        ISSUER PURCHASES OF EQUITY SECURITIES

MARKET INFORMATION

Since  September 10, 2007, our Common Stock has been listed for quotation on the
Over-the-Counter Bulletin Board, originally under the symbol "CYTA". Our current
symbol changed to "CYCA" in connection with our most recent forward stock split.

The  following  table  sets  forth the high and low  closing  bid prices for our
Common Stock for the fiscal  quarters  indicated as reported on the OTCBB by the
NASDAQ  Composite Feed or other  qualified  interdealer  quotation  medium.  The
quotations reflect  inter-dealer  prices,  without retail mark-up,  mark-down or
commission and may not represent actual transactions.

     Quarter Ended                                 High Bid        Low Bid
     -------------                                 --------        -------

     September 30, 2010                            $0.0023         $0.0013
     June 30, 2010                                 $0.0042         $0.0015
     March 31, 2010                                $0.0049         $0.0004
     December 31, 2010                             $0.0018         $0.0004

     August 11 through September 30, 2009*         $0.0012         $0.001
     July 1 through August 11, 2009                $0.079          $0.02
     June 30, 2009                                 $0.03           $0.02
     March 31, 2009                                $2.20           $2.20
     December 4 through December 31, 2008**        $3.05           $3.05
     October 1 through December 4, 2008            $0.25           $0.25

     September 30, 2008                            $0.25           $0.25
     June 30, 2008                                 $0.25           $0.25
     March 31, 2008                                $0.25           $0.25
     December 31, 2007                             $0.25           $0.25

----------
*    After a 20 for 1 forward  stock  split.
**   After a 4 for 1 forward stock split.

HOLDERS

Of the 1,078,078,203  shares of common stock outstanding as of January 12, 2011,
held by 112 shareholders of record, 200,000,000 shares are owned by our officers
and directors.

DIVIDENDS

There are no  restrictions  in our  articles  of  incorporation  or bylaws  that
prevent us from declaring  dividends.  The Nevada Revised Statutes,  however, do
prohibit  us  from  declaring  dividends  where,  after  giving  effect  to  the
distribution of the dividend:

     1.   we would not be able to pay our debts as they  become due in the usual
          course of business; or
     2.   our total assets  would be less than the sum of our total  liabilities
          plus the  amount  that  would be  needed  to  satisfy  the  rights  of
          shareholders who have preferential  rights superior to those receiving
          the distribution.

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<PAGE>
We have not declared any  dividends,  and we do not plan to declare any dividend
in the foreseeable future.

RECENT SALES OF UNREGISTERED SECURITIES

During the fiscal year ended September  30th,  2010, the Company sold securities
that were not registered under the Securities Act of 1933 as follows:

During  2010,  the Company  issued  57,692,307  of its $0.00001 par value common
stock for cash at $0.0013 per share for a total of $75,000 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.

During 2010,  the Company  issued  358,985,896  shares of its $0.00001 par value
common  stock for  services  and debt valued at  $219,430  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.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

We do not  have  any  equity  compensation  plans  and  accordingly  we  have no
securities authorized for issuance under any such plans.

ITEM 6. SELECTED FINANCIAL DATA

Not applicable.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

The following discussion highlights the principal factors that have affected our
financial  condition  and results of  operations  as well as our  liquidity  and
capital  resources  for  the  periods   described.   This  discussion   contains
forward-looking  statements.  Please  see  "Forward-Looking  Statements"  for  a
discussion of the  uncertainties,  risks and  assumptions  associated with these
forward-looking statements.

The following  discussion and analysis of the Company's  financial condition and
results of operations are based on the  preparation of our financial  statements
in accordance with U.S. generally  accepted  accounting  principles.  You should
read the discussion and analysis together with such financial statements and the
related notes thereto.

RESULTS OF OPERATIONS

We are a development stage  corporation.  We have generated no revenues from our
business operations since inception (May 30, 2006) and have incurred $490,936 in
expenses through September 30, 2010.

The following table provides  selected  financial data about our company for the
fiscal year ended September 30, 2010 and 2009, respectively.

      Balance Sheet Data                September 30, 2010    September 30, 2009
      ------------------                ------------------    ------------------

      Cash and cash equivalents               $ 19,927              $    136
      Total assets                            $ 71,862              $    136
      Total liabilities                       $ 62,298              $ 27,440
      Shareholders' equity (deficit)          $  9,564              $(27,304)

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<PAGE>

Our cash in the bank at  September  30, 2010 was $19,927.  Net cash  provided by
financing  activities since inception (May 30, 2006) through  September 30, 2010
was  $184,114,  being  $161,000  raised  from the sale of our  common  stock and
$23,114 from loans from related parties.

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.
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  access  devices,  products  and  services in the United
States.  The  Company  plans to utilize  the  License to develop a model for the
internet access devices which can incorporate the numerous  technology  advances
which are currently available and is currently pursuing this avenue

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 for a
license to provide all the "Services" of the Vonify Network to third parties, in
the medical marketplace in the USA. 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.  The Services to be
marketed by Cytta are defined as wireless  telecommunications  services  for the
Global System for Mobile (GSM) communications.

Since the acquisition of the Lifespan  Technology,  and the MVNO Agreement,  the
Company has been  developing and delineating a remote medical  monitoring  model
designed to deliver seamless, near real-time, medical data transmission, through
blue tooth  connectivity,  utilizing  the Company's  wireless  telecommunication
services,   to  major  medical   payor/providers  back  end  electronic  medical
monitoring  systems  (EMR's) with a pricing  structure  sufficient to generate a
positive return on investment (ROI) for the clients.  To this end the Company is
currently in discussions  with  potential  partners  and/or  clients  wishing to
utilize and or participate in the model or the  `Company's  `medical  monitoring
ecosystem'.

We have  minimal  operating  costs and  expenses at the present  time due to our
limited business activities.  However we anticipate significantly increasing our
activities  as a result of the license and MVNO  acquisitions.  Accordingly,  we
will be required to raise  significant  capital over the next twelve months,  in
connection with the roll out of our medical ecosystem model. We do not currently
engage in any product research and development however the Company's license and
MVNO may cause us to engage  in  research  and  development  in the  foreseeable
future.  We have no present  plans to purchase or sell any plant or  significant
equipment  although we may have to acquire some equipment related to the license
and MVNO transaction.  We also have no immediate plans to add employees although
we may do so in the future as a result of the License and MVNO acquisition.

LIQUIDITY AND CAPITAL RESOURCES

Our cash and cash equivalents balance as of September 30, 2010 was $19,927.

We are a development stage company and currently have no operations.

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

                                       8
<PAGE>
LOANS TO THE COMPANY

We have been receiving  loans from related parties of the company to pay general
operating  costs. As of September 30, 2010, we owed such related parties a total
of $53,026. These loans do not incur interest and are due on demand.

We have  minimal  operating  costs and  expenses at the present  time due to our
limited business  activities.  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. There is no assurance that additional financing will
be available from these or other sources,  or, if available,  that it will be on
terms favorable to us.

GOING CONCERN

Our  auditors  have  included an  explanatory  paragraph  in their report on our
financial  statements  relating to the  uncertainty  of our  business as a going
concern,   due  to  our  limited  operating  history,  our  lack  of  historical
profitability,  and our limited funds.  We believe that we will be able to raise
the required funds for operations and to achieve our business plan.

OFF-BALANCE SHEET ARRANGEMENTS

We have no off-balance sheet arrangements.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA

Our audited financial  statements are included beginning  immediately  following
the  signature  page to this  report.  See  Item 15 for a list of the  financial
statements included herein.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
        FINANCIAL DISCLOSURE

On March 11, 2010, the Board of Directors of the Registrant  dismissed Seale and
Beers, CPAs (the "Former Accountant") as the Registrant's independent registered
public  accountants,  and the Board of  Directors  approved  the  engagement  of
Sadler,  Gibb and Associates (the "New Accountant") to serve as the Registrant's
independent  registered  public  accountants  for  fiscal  year  2010.  The  New
Accountant was engaged on March 12th, 2010.

The Former  Accountant  was engaged by the  Registrant  on August 11, 2009.  The
report of the Former  Accountant on the Company's  financial  statements for the
year ended  September 30, 2009, and the quarter ended December 31, 2009, did not
contain an adverse  opinion or a disclaimer  of opinion and was not qualified or
modified as to uncertainty,  audit scope, or accounting principles,  except that
such reports on our financial statements contained an explanatory paragraph with
respect  to  uncertainty  as to the  Company's  ability to  continue  as a going
concern.

During the period of the Former Accountant's  engagement and through the date of
this  Annual  Report on Form  10-K,  there have been no  disagreements  with the
Former  Accountant (as defined in Item  304(a)(1)(iv)  of Regulation S-K) on any
matter of accounting principles or practices,  financial statement disclosure or
auditing  scope  or  procedure,  which  disagreements,  if not  resolved  to the
satisfaction of the Former Accountant,  would have caused them to make reference
thereto in their report on financial statements for any period.

During  the  period of the  Former  Accountant's  engagement  for the year ended
September  30,  2009  there  were  no  reportable  events  as  defined  in  Item
304(a)(1)(iv) of Regulation S-K.

ITEM 9A(T). CONTROLS AND PROCEDURES

DISCLOSURE CONTROLS AND PROCEDURES

Under the  supervision  and with the  participation  of our  senior  management,
including  our chief  executive  officer  Stephen  Spalding and chief  financial
officer,  Gary Campbell,  we conducted an evaluation of the effectiveness of the

                                       9
<PAGE>
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 September 30, 2010 (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,  including
our  consolidated  subsidiaries,  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.

MANAGEMENT'S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Our management is responsible for establishing and maintaining adequate internal
control over financial reporting.  Our internal control over financial reporting
is a process designed to provide reasonable  assurance regarding the reliability
of financial reporting and the preparation of financial  statements for external
purposes in accordance  with  accounting  principles  generally  accepted in the
United  States.  Because of its  inherent  limitations,  internal  control  over
financial  reporting may not prevent or detect  misstatements.  Therefore,  even
those systems  determined to be effective can provide only reasonable  assurance
of achieving their control  objectives.  In evaluating the  effectiveness of our
internal control over financial reporting,  our management used the criteria set
forth by the Committee of Sponsoring  Organizations  of the Treadway  Commission
(COSO) in INTERNAL CONTROL--INTEGRATED  FRAMEWORK. Based on this evaluation, our
officers  concluded that,  during the period covered by this annual report,  our
internal  controls over  financial  reporting  were not  operating  effectively.
Management did not identify any material weaknesses in our internal control over
financial  reporting as of September 30, 2010;  however,  it has  identified the
following  deficiencies  that,  when  aggregated,  may  possibly  be viewed as a
material  weakness in our internal  control over financial  reporting as of that
date:

     1.   We do  not  have  an  audit  committee.  While  we are  not  currently
          obligated  to have an audit  committee,  including  a member who is an
          "audit  committee  financial  expert,"  as  defined  in  Item  407  of
          Regulation  S-K, under  applicable  regulations or listing  standards;
          however, it is management's view that such a committee is an important
          internal  control  over  financial  reporting,  the lack of which  may
          result in ineffective oversight in the establishment and monitoring of
          internal controls and procedures.
     2.   We did not maintain  proper  segregation of duties for the preparation
          of our  financial  statements.  We  currently  only  have one  officer
          overseeing all transactions. This has resulted in several deficiencies
          including   the  lack  of  control  over   preparation   of  financial
          statements, and proper application of accounting policies.

This  annual  report does not include an  attestation  report of our  registered
public  accounting  firm regarding  internal  control over financial  reporting.
Management's  report was not subject to  attestation  by our  registered  public
accounting  firm  pursuant to  temporary  rules of the  Securities  and Exchange
Commission  (the "SEC") that permit us to provide  only  management's  report in
this annual report

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

There were no changes in our internal  control over financial  reporting  during
the year  ended  September  30,  2010  that  have  materially  affected,  or are
reasonably  likely to materially  affect,  our internal  control over  financial
reporting.

OFFICERS' CERTIFICATIONS

Appearing as exhibits to this Annual  Report are  "Certifications"  of our Chief
Executive Officer and Chief Financial  Officer.  The Certifications are required
pursuant  to Section 302 of the  Sarbanes-Oxley  Act of 2002 (the  "Section  302
Certifications").  This  section  of  the  Annual  Report  contains  information
concerning the Controls Evaluation referred to in the Section 302 Certification.
This   information   should  be  read  in  conjunction   with  the  Section  302
Certifications for a more complete understanding of the topics presented.

                                       10
<PAGE>
ITEM 9B. OTHER INFORMATION

Not applicable.

                                    PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

The following table sets forth certain information,  as of January 12, 2010 with
respect to our directors and executive officers.

Directors serve until the next annual meeting of the  stockholders;  until their
successors  are  elected  or  appointed  and  qualified,  or until  their  prior
resignation or removal. Officers serve for such terms as determined by our board
of  directors.  Each  officer  holds office  until such  officer's  successor is
elected or appointed and qualified or until such officer's  earlier  resignation
or removal.  No family  relationships exist between any of our present directors
and officers.

<TABLE>
<CAPTION>
                                                                            Date of Election or
 Name                            Positions Held                   Age     Appointment as Director
 ----                            --------------                   ---     -----------------------
<S>                   <C>                                        <C>      <C>
Stephen Spalding       Chief Executive Officer, and Director       61          June 9, 2009

Gary Campbell          President, Chief Financial Officer,
                       Treasurer, Secretary and Director           57          March 12, 2010

Karl Harz              Vice President and Director                 60          March 19, 2010

William Becker         Director                                    81          November 15, 2010

Michael Scott          Director                                    52          November 15, 2010
</TABLE>


The following is a brief account of the business experience during the past five
years or more of our director and executive officer.

STEPHEN SPALDING

Mr. Spalding,  61, is formerly a consultant with Grant Thorton.  Mr. Spalding is
also formerly CEO, Vigilant Privacy  Corporation,  a private Nevada corporation,
from 2003 to 2008 where he procured the firm's angel round of financing and lead
the  organization  while the company's  product was  transformed  from a desktop
product to an  enterprise  security  solution.  Prior to that, he was a Partner,
Deloitte & Touche  LLP,  from 1997 - 2003,  responsible  for their IDI  Practice
(Implementation,  Development  and  Integration)  Division.  He was  formerly  a
partner  at KPMG  Peat  Marwick  LLP from  1995 - 1997,  involved  in  Strategic
Services,  Enabling  Technology  Practice.  Mr. Spalding is currently  Assistant
Professor,  San Francisco  State  University,  Business  Systems  Management and
Control,  Course Number 507 (Senior/Graduate  Level), present. He has an MBA, in
Quantitative Analysis,  University of Arizona, 1974. He also has a B.S., Finance
and  Management,  Eastern  Illinois  University,  1973, a B.S.,  Physics  (solid
state),  Eastern  Illinois  University,  1969 and a B.S.,  Mathematics,  Eastern
Illinois University, 1969.

GARY CAMPBELL

Mr.  Campbell  age 57,  brings to the Company  three  decades of public  company
experience wherein he has assisted in the formation,  operation and financing of
several public  companies and  established  ongoing  contacts  within the US and
International telecommunications,  medical and financial community. Mr. Campbell
began his career as a broadcasting  and  telecommunications  attorney in Canada,
where he oversaw a myriad of legal and regulatory  affairs.  Later Mr.  Campbell

                                       11
<PAGE>
was the Vice President and a Director of Telemac Cellular  Corporation a company
involved in the development of cellular  accounting data systems and technology,
which lead to the  development of the Tracfone an early stage MVNO. Mr. Campbell
then became the fou CEO of Cancall Cellular Communications Inc. a major provider
of cellular rental services  utilizing  advanced  technology,  which  eventually
became the national cellular rental  administrator for AT&T.  Following this Mr.
Campbell became CEO of ScreenPhone Inc. a company  partnered with Samsung in the
development  of screen based  software and  applications  for  Samsung's  Anyweb
internet appliance,  and through ScreenMD, an affiliated Company,  developed and
implemented a first generation  comprehensive  remote medical  monitoring system
for the Anyweb device.  Following this Mr. Campbell was CEO of Rocketinfo Inc. a
company that provided  intelligent  software  tools that index,  categorize  and
extract key concepts and data from current news and business information as well
as a public  search  engine that  offered the most  robust  capabilities  in the
industry for scanning and retrieving topical news and business information.  Mr.
Campbell has degrees in both Commerce and Law.

KARL HARZ

Mr. Harz, 60, has an extensive  background in sales,  administration and finance
including  public company  financing and  administration,  and  conventional and
private real estate funding.  Mr. Harz has been  passionately  involved with the
home healthcare  industry and specifically the use of internet access devices to
transmit and store medical  information  through home based peripherals for many
years.  Mr.  Harz  has  previously  been  instrumental  in the  development  and
management of several major corporations  including Transitional Housing Inc., a
contract that was awarded  through the Department of Justice:  Province  Service
Corporation,   a  servicing  arm  of  the  mortgage  companies;  and  presently,
Alternative  Funding Sources,  Inc. Mr. Harz has managed and coordinated several
major sales organizations with an emphasis on Real Estate properties, Trust Deed
investments,  Limited  Partnership  interests,  and Public and Private Corporate
Security  products.  Mr. Harz has maintained a California  Real Estate  Broker's
License and has had a Series 22 and 63 licenses,  a Life and Disability  license
and Variable  Annuity  License.  He attended  Farleigh  Dickinson  University in
Teaneck,  N.J.,  and  graduated  with a Bachelor of Science in  Marketing  and a
Masters in Business Administration.

WILLIAM W. BECKER

William  W.  Becker,  81, is the  principal  owner of  Hartford  Holding  Ltd an
investment  corporation  which owns  interests in real  estate,  oil and gas and
telecommunication  entities.  Mr. Becker's illustrious career has seen him found
and develop a number of extremely  successful  companies in  telecommunications,
cable television,  oil and gas, real estate  development,  and other industries.
Mr.  Becker was an initial  investor  and founder of ICG (then known as IntelCom
Group Inc), a telecommunications carrier, which was originally listed in Canada.
Mr.  Becker was the Chairman of the Board and CEO from 1987 to 1995.  Mr. Becker
was  instrumental  in the creation and  development  of ICG which was ultimately
listed on the American Stock Exchange, (now NYSE AMEX Equities), where it became
a multibillion  dollar  company.  Mr. Becker  currently  resides on Grand Cayman
Island, BWI.

MICHAEL SCOTT

Michael  Scott,  52, is the current  President  and CEO of Vonify Inc. a private
Canadian   company   operating  a  full  feature  USA  domestic  mobile  network
(voice/data/text)  and providing our customers  with domestic and  international
services  with an advanced  international  roaming  solutions.  Mr.  Scott is an
electrical engineer and has worked in the  telecommunications  arena for over 28
years, since graduating with distinction from Concordia  University of Montreal,
Canada. Mr. Scott has also previously held positions at senior management levels
with  various  telecommunications  companies  in the USA and Canada.  Mr.  Scott
currently resides in Toronto, Canada.

BOARD OF DIRECTORS

Our Board of  Directors  may  designate  from  among its  members  an  executive
committee  and one or  more  other  committees.  No such  committees  have  been
appointed  to date,  due in part to the fact that we presently  determining  our
business  model.  Accordingly,  we do not  have an audit  committee  or an audit
committee  financial  expert.  We are  presently  not  required to have an audit

                                       12
<PAGE>
committee financial expert and do not believe we otherwise need one at this time
due to our lack of material  business  operations.  Similarly,  we do not have a
nominating  committee or a committee  performing  similar  functions.  Our Chief
Financial  Officer and Director Gary Campbell,  serves the functions of an audit
committee  and a nominating  committee.  We have not  implemented  procedures by
which our security  holders may recommend  board nominees to us but expect to do
so in the future, when and if we engage in material business operations.

SHAREHOLDER COMMUNICATIONS

Currently,  we do not have a policy  with  regard  to the  consideration  of any
director  candidates  recommended  by  security  holders.  To date,  no security
holders have made any such recommendations.

CODE OF ETHICS

We have  adopted a  corporate  code of ethics.  We believe our code of ethics is
reasonably designed to deter wrong doing and promote honest and ethical conduct;
provide full, fair,  accurate,  timely and  understandable  disclosure in public
reports;  comply with applicable laws; ensure prompt internal  reporting of code
violations;  and provide accountability for adherence to the code. A copy of the
code of ethics is attached as Exhibit  14.1, to our 10-KSB filed on December 27,
2007 with the  Securities and Exchange  Commission.  We will also provide to any
person,  without charge and upon request, a copy of the code of ethics. Any such
request  must be made in writing to us at, 905  Ventura  Way,  Mill  Valley,  CA
94941.

COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

Our common stock is not  registered  pursuant to Section 12 of the Exchange Act.
Accordingly,  our officers, directors and principal shareholders are not subject
to the  beneficial  ownership  reporting  requirements  of Section  16(a) of the
Exchange Act

ITEM 11.  EXECUTIVE COMPENSATION.

The following  table sets forth  information  concerning the total  compensation
paid or accrued by us during the last two fiscal years ended  September 30, 2010
to (i) all individuals that served as our principal  executive  officer or acted
in a similar  capacity for us at any time during the fiscal year ended September
30, 2010; (ii) all individuals that served as our principal financial officer or
acted in a similar  capacity  for us at any time  during the  fiscal  year ended
September 30, 2010; and (iii) all individuals that served as executive  officers
of ours at any time  during  the  fiscal  year  ended  September  30,  2010 that
received annual  compensation during the fiscal year ended September 30, 2010 in
excess of $100,000.

                      EXECUTIVE OFFICER COMPENSATION TABLE

<TABLE>
<CAPTION>

                                                                 Non-Equity      Non-Qualified
                                                                 Incentive         Deferred
   Name and                                 Stock      Option       Plan         Compensation      All Other
   Principal             Salary    Bonus    Awards     Awards   Compensation       Earnings      Compensation     Total
   Position      Year     (US$)    (US$)    (US$)      (US$)       (US$)             (US$)           (US$)        (US$)
   --------      ----     -----    -----    -----      -----       -----             -----           -----        -----
<S>              <C>        <C>      <C>   <C>           <C>         <C>               <C>             <C>       <C>
Stephen          2010       0        0     60,000        0           0                 0               0         60,000
Spalding (1),    2009       0        0          0        0           0                 0               0              0
CEO              2008       0        0          0        0           0                 0               0              0

Gary Campbell    2010       0        0     30,000        0           0                 0          30,000         60,000
(4),President,
CFO, Treasurer,
Secretary

Karl Harz,       2010       0        0     30,000        0           0                 0          30,000         60,000
Vice President
</TABLE>

                                       13
<PAGE>
<TABLE>
<CAPTION>
<S>              <C>        <C>      <C>   <C>           <C>         <C>               <C>             <C>       <C>
Robert           2009  10,000        0          0        0           0                 0               0         10,000
Gosine(2),       2008       0        0          0        0           0                 0               0              0
President, CEO
and CFO

Richard Smith    2009       0        0          0        0           0                 0               0              0
(3), CEO and     2008       0        0          0        0           0                 0               0              0
CFO
</TABLE>

----------
(1)  Mr.  Spalding was appointed as our President  and Chief  Executive  Officer
     effective as of June 9, 2009.
(2)  Mr. Gosine was our President and Chief  Executive  Officer from May 8, 2009
     to June 9,  2009.  He also  previously  served as our  President  and Chief
     Executive officer from September 9, 2008 to December 9, 2008.
(3)  Mr. Smith was our  President and Chief  Executive  Officer from December 9,
     2008 to May 8, 2009.
(4)  Mr. Campbell was appointed President and Secretary effective March 12, 2010
     and CFO and Treasurer November 15th, 2010

We  have  stock  based  consulting  agreements  with  our  officers.  We do  not
contemplate entering into any employment  agreements until such time as we begin
profitable operations.

The compensation  discussed herein addresses all compensation awarded to, earned
by, or paid to our named executive officers.

There are no other stock option plans,  retirement,  pension,  or profit sharing
plans for the benefit of our  officers  and  directors  other than as  described
herein.

COMPENSATION OF DIRECTORS

During  the  fiscal  years  ended  September  30,  2010 and 2009,  there were no
arrangements  between  us and our  directors  that  resulted  in our  making any
payments to our directors for any services provided to us by them as directors.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
         RELATED STOCKHOLDER MATTERS

The  following  table  sets forth  information  with  respect to the  beneficial
ownership of our common stock known by us as of January 12, 2011 by

     *    each person or entity known by us to be the  beneficial  owner of more
          than 5% of our common stock,
     *    each of our directors,
     *    each of our executive officers, and
     *    all of our directors and executive officers as a group.

The  percentages  in the table have been  calculated on the basis of treating as
outstanding for a particular  person, all shares of our common stock outstanding
on such date and all shares of our common  stock  issuable to such holder in the
event of  exercise  of  outstanding  options,  warrants,  rights  or  conversion
privileges  owned by such  person at said date which are  exercisable  within 60
days of such date. Except as otherwise indicated,  the persons listed below have
sole voting and investment  power with respect to all shares of our common stock
owned by them, except to the extent such power may be shared with a spouse.

                                       14
<PAGE>
Name and Address                               Amount and Nature of   Percent of
of Beneficial Owner           Title of Class   Beneficial Ownership    Class (1)
-------------------           --------------   --------------------    ---------

Stephen Spalding               Common Stock         100,000,000          9.27%
905 Ventura Way
Mill Valley, CA 94941

Gary Campbell                  Common Stock          50,000,000 (2)      4.63%
39-6th Street
New Westminster, BC V3L2Z1

Karl Harz                      Common Stock         50,000,000           4.63%
40318 Barington Dr.
Palm Desert, Ca 92211

All executive officers and     Common Stock         200,000,000         18.55%
directors as a group (1)

Lifespan, Inc.                 Common Stock         120,000,000         11.13%
PO Box 30211
Las Vegas, NV  89173

Chad Grunewald                 Common Stock         57,692,307           5.35%
1839 Spruce Court,
White Bear Lake, MN 55110

----------
(1)  Percentage based upon  1,078,078,203  shares of common stock outstanding as
     of January 12, 2010.
(2)  Held  indirectly  through a Company in which the Officer  has a  beneficial
     interest.

CHANGES IN CONTROL

Not Applicable.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

Not Applicable.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
         INDEPENDENCE

RELATED TRANSACTIONS

As of September  30, 2010,  the Company was  obligated to related  parties,  for
non-interest bearing demand loans with a balance of $13,726.

DIRECTOR INDEPENDENCE

We are not currently subject to listing  requirements of any national securities
exchange or inter-dealer quotation system which has requirements that a majority
of the board of directors be "independent"  and, as a result, we are not at this
time  required  to (and we do not) have our Board of  Directors  comprised  of a
majority of "Independent Directors."

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

The  aggregate  fees  billed  to us by our  principal  accountant  for  services
rendered during the fiscal years ended September 30, 2010 and 2009 are set forth
in the table below:

                                       15
<PAGE>
                                Fiscal year ended          Fiscal year ended
Fee Category                   September 30, 2010         September 30, 2009
------------                   ------------------         ------------------
Audit fees (1)                       $ 5,500                    $12,500
Audit-related fees (2)               $     0                    $     0
Tax fees (3)                         $     0                    $     0
All other fees (4)                   $     0                    $     0
Total fees                           $ 5,500                    $12,500

----------
(1)  Audit fees consists of fees incurred for professional services rendered for
     the audit of  financial  statements,  for reviews of our interim  financial
     statements  included in our quarterly reports on Form 10-Q and for services
     that are normally  provided in  connection  with  statutory  or  regulatory
     filings or engagements.
(2)  Audit-related  fees consists of fees billed for professional  services that
     are  reasonably  related to the  performance  of the audit or review of our
     financial statements, but are not reported under "Audit fees."
(3)  Tax fees consists of fees billed for professional  services relating to tax
     compliance, tax planning, and tax advice.
(4)  All other fees consists of fees billed for all other services.

AUDIT COMMITTEE'S PRE-APPROVAL PRACTICE.

We do not have an audit committee.  Our board of directors performs the function
of an audit committee. Section 10A(i) of the Securities Exchange Act of 1934, as
amended, prohibits our auditors from performing audit services for us as well as
any  services  not  considered  to be audit  services  unless such  services are
pre-approved by our audit committee or, in cases where no such committee exists,
by our board of directors (in lieu of an audit committee) or unless the services
meet certain de minimis standards.

                                     PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

EXHIBITS

The following Exhibits are being filed with this report on Form 10-K:

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 (2)

 21                *           List of Subsidiaries

31.1/31.2          *           Certification of Principal  Executive Officer and
                               Principal  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  Officer  and
                               Chief  Financial  Officer,  pursuant to 18 U.S.C.
                               Section 1350,  adopted pursuant to Section 906 of
                               the Sarbanes-Oxley Act of 2002**

                                       16
<PAGE>
----------
*    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.

                                       17
<PAGE>
                                   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: January 12, 2011                 By: /s/ Stephen Spalding
                                            ------------------------------------
                                            Stephen Spalding,
                                            Chief Executive Officer and Director


Dated: January 12, 2011                 By: /s/ Gary Campbell
                                            ------------------------------------
                                            Gary Campbell,
                                            Chief Financial Officer and Director


Dated: January 12, 2011                 By: /s/ Karl Harz
                                            ------------------------------------
                                            Karl Harz, Director


Dated: January 12, 2011                 By: /s/ William Becker
                                            ------------------------------------
                                            William Becker, Director


Dated: January 12, 2011                 By: /s/ Michael Scott
                                            ------------------------------------
                                            Michael Scott, Director

     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              CEO, Director                 January 12, 2011
---------------------------
Stephen Spalding


/s/ Gary Campbell                 President, CFO Director       January 12, 2011
---------------------------
Gary Campbell


/s/ Karl Harz                     Director                      January 12, 2011
---------------------------
Karl Harz


/s/ William Becker                Director                      January 12, 2011
---------------------------
William Becker


/s/ Michael Scott                 Director                      January 12, 2011
---------------------------
Michael Scott

                                       18
<PAGE>
                                   CYTTA CORP.

                     AUDIT REPORT OF INDEPENDENT ACCOUNTANTS
                                       AND
                              FINANCIAL STATEMENTS

                           SEPTEMBER 30, 2010 AND 2009


                                      F-1
<PAGE>
                                   CYTTA CORP.
                                TABLE OF CONTENTS

                                                                            PAGE
                                                                            ----

Audit Report of Independent Accountants.................................... F-3

Balance Sheets - September 30, 2010 and 2009............................... F-5

Statements of Operations for the years ended September 30, 2010 and 2009
and from inception on May 30, 2006 through September 30, 2010.............. F-6

Statements of Stockholder's Equity (Deficit) from inception on
May 30, 2006 through September 30, 2010.................................... F-7

Statements of Cash Flows for the years ended September 30, 2010 and 2009
and from inception on May 30, 2006 through September 30, 2010.............. F-9

Notes to Financial Statements.............................................. F-10


                                      F-2
<PAGE>
                        SADLER, GIBB & ASSOCIATES, L.L.C.
                          CERTIFIED PUBLIC ACCOUNTANTS
                       REGISTERED WITH THE PUBLIC COMPANY
                           ACCOUNTING OVERSIGHT BOARD


             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors
Cytta Corp.
(A Development Stage Company)

We have audited the  accompanying  balance  sheet of Cytta Corp. as of September
30,  2010,  and the  related  statements  of  operations,  stockholders'  equity
(deficit)  and cash  flows  for the year  then  ended  and for the  period  from
inception on May 30, 2006 through September 30, 2010. These financial statements
are the  responsibility of the Company's  management.  Our  responsibility is to
express  an opinion  on these  financial  statements  based on our  audits.  The
financial statements of Cytta Corp. as of September, 2009, were audited by other
auditors whose report dated January 11, 2010,  expressed an unqualified  opinion
on those statements.

We conducted our audits in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and  perform  the  audits to  obtain  reasonable  assurance  about  whether  the
financial  statements  are free of  material  misstatement.  The  Company is not
required  to have,  nor were we engaged  to  perform,  an audit of its  internal
control over financial reporting.  Our audits included consideration of internal
control over financial  reporting as a basis for designing audit procedures that
are appropriate in the  circumstances,  but not for the purpose of expressing an
opinion on the  effectiveness  of the Company's  internal control over financial
reporting.  Accordingly,  we express  no such  opinion.  An audit also  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  financial   statements,   assessing  the  accounting  principles  used  and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion the financial statements referred to above present fairly, in all
material  respects,  the  financial  position of Cytta Corp. as of September 30,
2010, and the results of their operations and their cash flows for the year then
ended and for the period from  inception on May 30, 2006 through  September  30,
2010, in conformity with U.S. generally accepted accounting principles.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 6 to the
financial statements,  the Company had a net loss of $257,562 for the year ended
September 30, 2010 and accumulated  losses of $490,936 as of September 30, 2010,
which raises substantial doubt about its ability to continue as a going concern.
Management's  plans  concerning  these matters are also described in Note 6. The
financial  statements do not include any adjustments  that might result from the
outcome of this uncertainty.


/s/ Sadler, Gibb & Associates, LLC
----------------------------------
Salt Lake City, UT
January 12, 2011

                                      F-3
<PAGE>
SEALE AND BEERS, CPAs
PCAOB & CPAB REGISTERED AUDITORS
www.sealebeers.com


             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors
Cytta Corp.
(A Development Stage Company)

We have audited the  accompanying  balance  sheets of Cytta Corp. (A Development
Stage  Company)  as of  September  30,  2009,  and  the  related  statements  of
operations,  stockholders'  equity  (deficit)  and cash flows for the year ended
September  30, 2009 and since  inception on May 30, 2006 through  September  30,
2009.  These  financial  statements  are  the  responsibility  of the  Company's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audits.

We conduct  our  audits in  accordance  with  standards  of the  Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and  perform  the  audits to  obtain  reasonable  assurance  about  whether  the
financial  statements  are free of  material  misstatement.  An  audit  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  financial  statements.  An audit also  includes  assessing  the  accounting
principles  used  and  significant  estimates  made  by  management,  as well as
evaluating the overall  financial  statement  presentation.  We believe that our
audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the financial  position of Cytta Corp.  (A  Development
Stage  Company)  as of  September  30,  2009,  and  the  related  statements  of
operations,  stockholders'  equity  (deficit)  and cash flows for the year ended
September  30, 2009 and since  inception on May 30, 2006 through  September  30,
2009, in conformity with accounting  principles generally accepted in the United
States of America.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 6 to the
financial statements, the Company has had a loss from operations of $172,745, an
accumulated  deficit of $233,374,  working capital deficiency of $27,304 and has
earned no revenues since  inception,  which raises  substantial  doubt about its
ability to continue as a going  concern.  Management's  plans  concerning  these
matters are also  described in Note 6. The  financial  statements do not include
any adjustments that might result from the outcome of this uncertainty.


/s/ Seale and Beers, CPAs
-----------------------------------
Seale and Beers, CPAs
Las Vegas, Nevada
January 11, 2010


                 50 S. Jones Blvd. Suite 202 Las Vegas, NV 89107
                   Phone: (888) 727-8251 Fax: (888) 782-2351

                                      F-4
<PAGE>
                                   Cytta Corp.
                          (A Development Stage Company)
                                 Balance Sheets

<TABLE>
<CAPTION>
                                                                   September 30,       September 30,
                                                                       2010                2009
                                                                     ---------           ---------
<S>                                                                  <C>                 <C>
                                     ASSETS

CURRENT ASSETS
  Cash and cash equivalents                                          $  19,927           $     136
                                                                     ---------           ---------
      Total Current Assets                                              19,927                 136
                                                                     ---------           ---------
OTHER ASSETS
  Prepaid fees and services                                             51,935                  --
                                                                     ---------           ---------
      Total Other Assets                                                51,935                  --
                                                                     ---------           ---------

      TOTAL ASSETS                                                   $  71,862           $     136
                                                                     =========           =========

                      LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
  Accounts payable and accrued liabilities                           $   9,272           $  18,052
  Due to related parties                                                53,026               9,388
                                                                     ---------           ---------

      TOTAL LIABILITIES                                                 62,298              27,440
                                                                     ---------           ---------
STOCKHOLDERS' DEFICIT
  Authorized:
    100,000,000 preferred shares, $0.001 par value
    1,900,000,000 common shares, $0.00001 par value
  Issued and outstanding shares:
    1,078,078,203 and 661,400,000 common shares                         10,221               6,054
  Additional paid-in capital                                           489,719             199,456
  Common shares pending cancellation                                       560                 560
  Deficit accumulated during the development stage                    (490,936)           (233,374)
                                                                     ---------           ---------
      Total Stockholders' Deficit                                        9,564             (27,304)
                                                                     ---------           ---------

      TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                    $  71,862           $     136
                                                                     =========           =========
</TABLE>


                                      F-5
<PAGE>
                                   Cytta Corp.
                          (A Development Stage Company)
                            Statements of Operations

<TABLE>
<CAPTION>
                                                                                           Cumulative from
                                                     For the Years Ended                     Inception on
                                                        September 30,                       May 30, 2006 to
                                             -------------------------------------           September 30,
                                                 2010                    2009                    2010
                                             -------------           -------------           -------------
<S>                                          <C>                     <C>                     <C>
REVENUES                                     $          --           $          --           $          --

OPERATING EXPENSES
  Professional fees                                 57,018                  40,449                 136,507
  Management fees                                  138,885                      --                 138,885
  General and administrative                        61,659                  15,715                  98,963
  Impairment of licensing agreement                     --                 116,581                 116,581
                                             -------------           -------------           -------------
      Total Operating Expenses                     257,562                 172,745                 490,936
                                             -------------           -------------           -------------

NET LOSS FROM OPERATIONS                          (257,562)               (172,745)               (490,936)

OTHER INCOME (EXPENSE)                                  --                      --                      --

NET LOSS BEFORE TAXES                             (257,562)               (172,745)               (490,936)
                                             -------------           -------------           -------------

Provision for income taxes                              --                      --                      --
                                             -------------           -------------           -------------

NET LOSS                                     $    (257,562)          $    (172,745)          $    (490,936)
                                             =============           =============           =============
PER SHARE DATA:
  Basic and diluted income
   (loss) per common share                   $       (0.00)          $       (0.00)
                                             -------------           -------------
  Weighted average number of
   common shares outstanding                   868,858,120             519,132,418
                                             -------------           -------------
</TABLE>


                                      F-6
<PAGE>
                                   Cytta Corp.
                          (A Development Stage Company)
                       Statements of Stockholders' Equity

<TABLE>
<CAPTION>
                                                                                             (Deficit)
                                                                                            Accumulated
                                                  Common Stock                Additional    During the         Total
                                        ----------------------------------     Paid-in      Development    Stockholders'
                                        Shares       Amount     Segregated     Capital         Stage          Deficit
                                        ------       ------     ----------     -------         -----          -------
<S>                                  <C>          <C>          <C>           <C>             <C>           <c>
Inception - May 30, 2006                      --     $    --      $   --      $      --     $       --      $       --

Common shares issued to a
 founder at $0.0000625 cash
 per share, June 30, 2006             80,000,000         800          --          4,200             --           5,000

Common shares issued to a
 founder at $0.000125 cash per
 share, September 30, 2006           160,000,000       1,600          --         18,400             --          20,000

(Loss) for the period                         --          --          --             --         (3,032)         (3,032)
                                     -----------     -------      ------      ---------     ----------      ----------
Balance - September 30, 2006         240,000,000       2,400          --         22,600         (3,032)         21,968

Common shares issued for
 cash at $0.0000625 per
 share, July 11, 2007                244,000,000       2,440          --         58,560             --          61,000

(Loss) for the year                           --          --          --             --        (23,315)        (23,315)
                                     -----------     -------      ------      ---------     ----------      ----------
Balance - September 30, 2007         484,000,000       4,840          --         81,160        (26,347)         59,653

(Loss) for the year                           --          --          --             --        (34,282)        (34,282)
                                     -----------     -------      ------      ---------     ----------      ----------
Balance - September 30, 2008         484,000,000       4,840          --         81,160        (60,629)         25,371

Common shares issued for
 consulting services at $0.00005
 per share, January 15, 2009             400,000           4          --             16             --              20

Common shares issued for
 consulting services at $0.00005
 per share, March 09, 2009             1,000,000          10          --             40             --              50

56,000,000 Common shares
 segregated pending
 cancellation, May 8, 2009            56,000,000          --         560           (560)            --              --

Common shares issued for
 licensing agreement at $0.001
 per share, June 18, 2009            120,000,000       1,200          --        118,800             --         120,000

(Loss) for the year                           --          --          --             --       (172,745)       (172,745)
                                     -----------     -------      ------      ---------     ----------      ----------
Balance - September 30, 2009         661,400,000     $ 6,054      $  560      $ 199,456     $ (233,374)     $  (27,304)
</TABLE>


                                      F-7
<PAGE>
                                   CYTTA CORP.
                          (A Development Stage Company)
                  Statement of Stockholders' Equity (Deficit)

<TABLE>
<CAPTION>
                                                                                             (Deficit)
                                                                                            Accumulated
                                                  Common Stock                Additional    During the         Total
                                        ----------------------------------     Paid-in      Development    Stockholders'
                                        Shares       Amount     Segregated     Capital         Stage          Deficit
                                        ------       ------     ----------     -------         -----          -------
<S>                                  <C>          <C>          <C>           <C>             <C>           <c>

Balance - September 30, 2009         661,400,000    $  6,054     $   560      $ 199,456     $ (233,374)     $  (27,304)

Common shares issued for
 services at $0.0006 per
 share on March 1, 2010              100,000,000       1,000          --         59,000             --          60,000

Common shares issued for
 services at $0.0006 per
 share on March 12, 2010             200,000,000       2,000          --        118,000             --         120,000

Common shares issued for debt
 at $0.0006 per share,
 March 12, 2010                       53,216,666         532          --         31,398             --          31,930

Common shares issued for cash
 at $0.0013 per share,
 August 16, 2010                      57,692,307         577          --         74,423             --          75,000

Common shares issued for
 services at $0.0013
 per share, August 16, 2010            5,769,230          58          --          7,442             --           7,500

(Loss) for the year                           --          --          --             --       (257,562)       (257,562)
                                   -------------    --------     -------      ---------     ----------      ----------

Balance - September 30, 2010       1,078,078,203    $ 10,221     $   560      $ 489,719     $ (490,936)     $    9,564
                                   =============    ========     =======      =========     ==========      ==========
</TABLE>

                                      F-8
<PAGE>
                                   Cytta Corp.
                          (A Development Stage Company)
                            Statements of Cash Flows

<TABLE>
<CAPTION>
                                                                                                  Cumulative from
                                                                  For the Years Ended               Inception on
                                                                      September 30,                May 30, 2006 to
                                                              -----------------------------         September 30,
                                                                2010                2009                2010
                                                              ---------           ---------           ---------
<S>                                                           <C>                 <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net income (loss)                                           $(257,562)          $(172,745)          $(490,936)
  Adjustments to reconcile net income (loss) to net
   cash from operating activities:
     Depreciation and amortization                                   --               3,419               3,419
     Impairment of licensing agreement                               --             116,581             116,581
     Issuance of common stock for services and expenses         187,500                  70             187,570
     Operating expenses paid on behalf of the Company
      by a related party                                         55,392                  --              55,392
  Changes in Operating Assets and Liabilities:
     Accounts payable and accrued laibilities                    (2,330)              8,887              15,722
     Prepaid fees and services                                  (51,935)                 --             (51,935)

         Net cash from operating activities                     (68,935)            (43,788)           (164,187)
                                                              ---------           ---------           ---------
CASH FLOWS FROM FINANCING ACTIVITIES
  Common stock issued for cash                                   75,000                  --             161,000
  Advances from related parties                                  13,726               9,388              23,114
                                                              ---------           ---------           ---------
         Net cash from financing activities                      88,726               9,388             184,114
                                                              ---------           ---------           ---------

NET CHANGE IN CASH                                               19,791             (34,400)             19,927
CASH AT BEGINNING OF PERIOD                                         136              34,536                  --
                                                              ---------           ---------           ---------

CASH AT END OF PERIOD                                         $  19,927           $     136           $  19,927
                                                              =========           =========           =========

SUPPLEMENTAL CASH FLOW DISCLOSURES
  Cash paid for interest                                      $      --           $      --           $      --
  Cash paid for income taxes                                  $      --           $      --           $      --

NON-CASH INVESTING AND FINANCING ACTIVITIES
  Common stock issued for debt                                $  31,930           $      --           $  31,930
  Common stock issued for licensing agreement                 $      --           $ 120,000           $ 120,000
</TABLE>


                                      F-9
<PAGE>
                                   Cytta Corp.
                          (A Development Stage Company)
                          Notes to Financial Statements
                           September 30, 2010 and 2009


NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

Cytta Corp.,  (the "Company") was incorporated on May 30, 2006 under the laws of
the State of Nevada.  It is located in Mill Valley,  California.  The accounting
and reporting policies of the Company conform to accounting principles generally
accepted in the United States of America,  and the Company's  fiscal year end is
September 30. Currently, the Company is a development stage company that intends
to  manufacture,  distribute and market various  telephony based internet access
and computing products and services. To date, the Company's activities have been
limited to its formation and the raising of equity capital.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION

The accompanying  audited  consolidated  financial  statements and related notes
have been prepared in accordance with accounting  principles  generally accepted
in the United States of America ("U.S. GAAP") and with the rules and regulations
of the United States Securities and Exchange Commission ("SEC") to Form 10-K.

DEVELOPMENT STAGE COMPANY

The  Company  is  considered  to be in the  development  stage as defined in ASC
915-10-05 "Development Stage Entity".

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 disclosure of contingent  assets and liabilities at the date of
the financial statements and the reported amount of revenues and expenses during
the reporting  period.  Actual  results could differ from those  estimates.  The
Company's periodic filings with the Securities and Exchange  Commission include,
where  applicable,  disclosures  of estimates,  assumptions,  uncertainties  and
markets that could affect the financial  statements and future operations of the
Company.

CASH AND CASH EQUIVALENTS

Cash and cash  equivalents  include  cash in  banks,  money  market  funds,  and
certificates  of term  deposits  with  maturities of less than three months from
inception,  which are readily convertible to known amounts of cash and which, in
the  opinion of  management,  are  subject to an  insignificant  risk of loss in
value.  The  Company  had  $19,927  and  $136 in cash and  cash  equivalents  at
September 30, 2010 and 2009 respectively.

                                      F-10
<PAGE>
                                   Cytta Corp.
                          (A Development Stage Company)
                          Notes to Financial Statements
                           September 30, 2010 and 2009


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

START-UP COSTS

In accordance with ASC 720-15-20,  "Start-up  Activities",  the Company expenses
all costs  incurred in  connection  with the  start-up and  organization  of the
Company.

IMPAIRMENT OF LONG-LIVED ASSETS

The Company  follows the  provisions of ASC 360 for its long-lived  assets.  The
Company's   long-lived  assets,  which  include  test  equipment  and  purchased
intellectual  property  rights,  are reviewed for impairment  whenever events or
changes in  circumstances  indicate that the carrying amount of an asset may not
be recoverable.

The Company assesses the  recoverability  of its long-lived  assets by comparing
the projected undiscounted net cash flows associated with the related long-lived
asset or group of long-lived assets over their remaining  estimated useful lives
against their respective carrying amounts.  Impairment,  if any, is based on the
excess of the carrying amount over the fair value of those assets. Fair value is
generally  determined using the asset's expected future discounted cash flows or
market value, if readily determinable. If long-lived assets are determined to be
recoverable,  but the newly  determined  remaining  estimated  useful  lives are
shorter than originally estimated,  the net book values of the long-lived assets
are depreciated over the newly determined  remaining estimated useful lives. The
Company determined that purchased intellectual property rights were deemed to be
fully impaired and written-off during the year ended September 30, 2009.

FAIR VALUE OF FINANCIAL INSTRUMENTS

The Company  follows ASC 825 in accounting  for its financial  instruments.  The
fair value of a financial instrument is the amount at which the instrument could
be exchanged in a current  transaction  between  willing  parties.  The carrying
amounts  of  financial  assets  and  liabilities,   such  as  accrued  expenses,
approximate   their  fair  values   because  of  the  short  maturity  of  these
instruments.  The  Company's  notes payable  approximate  the fair value of such
instruments  based upon  management's best estimate of interest rates that would
be available to the Company for similar  financial  arrangement at September 30,
2010 and 2009.

RISKS AND UNCERTAINTIES

The Company operates in the technology  industry which is subject to significant
risks and uncertainties,  including financial,  operational,  technological, and
other risks  associated  with  operating a technology  business,  including  the
potential risk of business failure.

                                      F-11
<PAGE>
                                   Cytta Corp.
                          (A Development Stage Company)
                          Notes to Financial Statements
                           September 30, 2010 and 2009


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

REVENUE RECOGNITION

The Company follows the guidance of ASC 605 for revenue recognition. The Company
will  recognize  revenues  when it is  realized  or  realizable  and earned less
estimated future doubtful  accounts.  The Company  considers revenue realized or
realizable and earned when all of the following criteria are met: (i) persuasive
evidence of an  arrangement  exists,  (ii) the  product has been  shipped or the
services have been  rendered to the customer,  (iii) the sales price is fixed or
determinable,  and (iv)  collectability is reasonably  assured.  The Company has
earned no revenues since inception.

STOCK-BASED COMPENSATION

The Company accounted 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"
("SFAS  No.   123R")(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 SFAS No.  123(R)  (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  earlier of the date on
which  the  third-party  performance  is  complete  or the  date on  which it is
probable that performance will occur.

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.

                                      F-12
<PAGE>
                                   Cytta Corp.
                          (A Development Stage Company)
                          Notes to Financial Statements
                           September 30, 2010 and 2009


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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   consolidated  financial  statements  as  substantially  all  of  the
Company's operations are conducted in one industry segment.

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.

The Company has no potentially dilutive securities, such as options or warrants,
currently issued and outstanding.

                                      F-13
<PAGE>
                                   Cytta Corp.
                          (A Development Stage Company)
                          Notes to Financial Statements
                           September 30, 2010 and 2009


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

RECENT ACCOUNTING PRONOUNCEMENTS

In December 2009, the FASB issued Accounting Standards Update 2009-16, Transfers
and Servicing (Topic 860):  Accounting for Transfers of Financial  Assets.  This
Accounting  Standards Update amends the FASB Accounting  Standards  Codification
for Statement 166.

In October 2009, the FASB issued Accounting Standards Update 2009-15, Accounting
for Own-Share Lending Arrangements in Contemplation of Convertible Debt Issuance
or Other Financing.  This Accounting Standards Update amends the FASB Accounting
Standard Codification for EITF 09-1.

In October 2009, the FASB issued Accounting  Standards Update 2009-14,  Software
(Topic 985): Certain Revenue  Arrangements That Include Software Elements.  This
update changed the accounting model for revenue  arrangements  that include both
tangible  products and software  elements.  Effective  prospectively for revenue
arrangements entered into or materially modified in fiscal years beginning on or
after June 15, 2010. Early adoption is permitted.

In October 2009, the FASB issued  Accounting  Standards Update 2009-13,  Revenue
Recognition (Topic 605):  Multiple-Deliverable Revenue Arrangements. This update
addressed the accounting for multiple-deliverable arrangements to enable vendors
to account  for  products or services  (deliverables)  separately  rather than a
combined unit and will be separated in more circumstances that under existing US
GAAP.  This  amendment  has  eliminated  that  residual  method  of  allocation.
Effective  prospectively  for revenue  arrangements  entered into or  materially
modified in fiscal years beginning on or after June 15, 2010.  Early adoption is
permitted.

In June  2009,  the  FASB  established  the  Accounting  Standards  Codification
("Codification" or "ASC") as the source of authoritative  accounting  principles
recognized  by  the  FASB  to be  applied  by  nongovernmental  entities  in the
preparation  of financial  statements  in  accordance  with  generally  accepted
accounting  principles in the United  States  ("GAAP").  Rules and  interpretive
releases  of  the  Securities  and  Exchange  Commission  ("SEC")  issued  under
authority  of  federal  securities  laws  are  also  sources  of  GAAP  for  SEC
registrants.  Existing  GAAP was not  intended  to be changed as a result of the
Codification,   and   accordingly  the  change  did  not  impact  our  financial
statements. The ASC does change the way the guidance is organized and presented.

In September 2009, the FASB issued  Accounting  Standards  Update 2009-12,  Fair
Value Measurements and Disclosures (Topic 820):  Investments in Certain Entities
That  Calculate  Net Asset  Value per Share  (or Its  Equivalent).  This  update
provides  amendments to Topic 820 for the fair value  measurement of investments
in  certain   entities  that  calculate  net  asset  value  per  share  (or  its
equivalent).  It is  effective  for  interim  and annual  periods  ending  after
December 15, 2009.  Early  application is permitted in financial  statements for
earlier interim and annual periods that have not been issued.

                                      F-14
<PAGE>
                                   Cytta Corp.
                          (A Development Stage Company)
                          Notes to Financial Statements
                           September 30, 2010 and 2009


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

RECENT ACCOUNTING PRONOUNCEMENTS (CONTINUED)

In July 2009, the FASB ratified the consensus  reached by EITF (Emerging  Issues
Task Force)  issued EITF No. 09-1,  (ASC Topic 470)  "Accounting  for  Own-Share
Lending  Arrangements  in  Contemplation  of Convertible  Debt Issuance"  ("EITF
09-1").  The  provisions of EITF 09-1,  clarifies the  accounting  treatment and
disclosure of  share-lending  arrangements  that are classified as equity in the
financial  statements  of  the  share  lender.  An  example  of a  share-lending
arrangement is an agreement between the Company (share lender) and an investment
bank (share  borrower) which allows the investment bank to use the loaned shares
to enter into equity derivative contracts with investors. EITF 09-1 is effective
for fiscal  years that  beginning  on or after  December  15, 2009 and  requires
retrospective  application for all arrangements  outstanding as of the beginning
of  fiscal  years  beginning  on  or  after  December  15,  2009.  Share-lending
arrangements that have been terminated as a result of counterparty default prior
to  December  15,  2009,  but for  which  the  entity  has not  reached  a final
settlement  as of  December  15,  2009  are  within  the  scope.  Effective  for
share-lending  arrangements  entered into on or after the beginning of the first
reporting period that begins on or after June 15, 2009.

Statement of Financial  Accounting  Standards  ("SFAS") No. 165 (ASC Topic 855),
"Subsequent Events," SFAS No. 166 (ASC Topic 810),  "Accounting for Transfers of
Financial  Assets-an  Amendment of FASB  Statement  No. 140" , SFAS No. 167 (ASC
Topic 810), "Amendments to FASB Interpretation No. 46(R)," and SFAS No. 168 (ASC
Topic 105), "The FASB  Accounting  Standards  Codification  and the Hierarchy of
Generally  Accepted  Accounting  Principles- a replacement of FASB Statement No.
162 were  recently  issued.  SFAS No.  165,  166,  167,  and 168 have no current
applicability  to the Company or their effect on the financial  statements would
not have been significant.

Accounting  Standards  Update  ("ASU") ASU No.  2009-05  (ASC Topic 820),  which
amends Fair Value  Measurements and Disclosures - Overall,  ASU No. 2009-13 (ASC
Topic 605),  Multiple  Deliverable  Revenue  Arrangements,  ASU No. 2009-14 (ASC
Topic 985),  Certain Revenue  Arrangements that include Software  Elements,  and
various other ASU's No. 2009-2 through ASU No.  2009-15 which contain  technical
corrections to existing guidance or affect guidance to specialized industries or
entities were recently  issued.  These updates have no current  applicability to
the  Company or their  effect on the  financial  statements  would not have been
significant.

The Company has reviewed the above pronouncements and does not expect any of the
provisions  to have a  material  effect on the  financial  position,  results of
operations or cash flows of the Company.

                                      F-15
<PAGE>
                                   Cytta Corp.
                          (A Development Stage Company)
                          Notes to Financial Statements
                           September 30, 2010 and 2009


NOTE 3 - CAPITAL STOCK

AUTHORIZED STOCK

At  inception,   the  Company  had  authorized  100,000,000  common  shares  and
100,000,000  preferred  shares,  both with a par value of $0.001 per share. Each
common share entitles the holder to one vote, in person or proxy,  on any matter
on which action of the stockholders of the corporation is sought.

Effective July 1, 2009, the Company increased the number of authorized shares to
2,000,000,000  shares,  of which  1,900,000,000  shares are designated as common
stock  with a par value of  $0.00001  per  share,  and  100,000,000  shares  are
designated as preferred stock with a par value of $0.001 per share.

SHARE ISSUANCES

On November  18,  2008,  the Company  effected a 4 for 1 forward  split,  of its
common stock,  under which each stockholder of record,  received 4 new shares of
the Corporation's stock for every one share outstanding.

On June 19, 2009, the Company  effected a 20 for 1 forward split,  of its common
stock, under which each stockholder of record on July 10, 2009,  received 20 new
shares of the Corporation's stock for every one share outstanding.

Since its  inception,  the Company has issued  outstanding  shares of its common
stock as follows, retroactively adjusted to give effect to the cumulative 80 for
1 forward splits:

                                      F-16
<PAGE>
                                   Cytta Corp.
                          (A Development Stage Company)
                          Notes to Financial Statements
                           September 30, 2010 and 2009


NOTE 3 - CAPITAL STOCK (CONTINUED)

SHARE ISSUANCES (CONTINUED)

<TABLE>
<CAPTION>
                                                                                 Price Per
     Date                    Description                           Shares          Share        Amount
     ----                    -----------                           ------          -----        ------
<S>                   <C>                                       <C>              <C>         <C>
June 30, 2006           Stock issued for cash                     80,000,000       $0.0001     $  5,000
September 29, 2006      Stock issued for cash                    160,000,000        0.0001       20,000
July 11, 2007           Stock issued for cash                    244,000,000        0.0003       61,000
January 15, 2009        Stock issued for services                    400,000        0.0001           20
March 9, 2009           Stock issued for services                  1,000,000        0.0001           50
June 18, 2009           Stock issued for license agreement       120,000,000        0.0010      120,000
March 1, 2010           Stock issued for prepaid services        100,000,000        0.0006       60,000
March 12, 2010          Stock issued for prepaid services        200,000,000        0.0006      120,000
March 12, 2010          Stock issued for debt                     53,216,666        0.0006       31,930
August 16, 2010         Stock issued for cash                     57,692,307        0.0013       75,000
August 16, 2010         Stock issued for services                  5,769,230        0.0013        7,500

                                                               -------------                   --------
Cumulative Totals                                              1,022,078,203                   $500,500
                                                               =============                   ========
</TABLE>

In  addition  to  the  above  issued  shares,   56,000,000  shares  are  pending
cancellation.  These  shares were  issued and  subsequently  cancelled  when the
merger with Ophthalmic International,  Inc. was rescinded. However, the physical
certificate  was lost and thus it is being  disclosed  separately  in our  share
capital. The shares have legally been cancelled as to our transfer agent.

Management  has placed a stop with our transfer  agent and will not permit these
shares  to  be  negotiated,   but  are  still  outstanding  until  the  physical
certificate can be surrender or reissued.

There are no preferred shares outstanding. The Company has no stock option plan,
warrants or other dilutive securities.

NOTE 4 - 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.

                                      F-17
<PAGE>
                                   Cytta Corp.
                          (A Development Stage Company)
                          Notes to Financial Statements
                           September 30, 2010 and 2009


The  Company  is  subject  to income  taxes  under the laws of United  States of
America.  The provision for income taxes differs from the amounts which would be
provided by applying  the  statutory  federal  income tax rate of 39% to the net
loss before provision for income taxes for the following reasons:

                                                 September 30,     September 30,
                                                     2010              2009
                                                   --------          --------
Income tax expense (benefit) at statutory rate     $(90,147)         $(60,461)
Stock based expenses                                 65,625                25
Valuation allowance                                  24,522            60,436
                                                   --------          --------
Income tax expense per books                       $     --          $     --
                                                   ========          ========

Net deferred tax assets consist of the following components as of:

NOL Carryover                                      $ 171,828         $  81,681
Valuation allowance                                 (171,828)          (81,681)
                                                   ---------         ---------
Net deferred tax asset                             $      --         $      --
                                                   =========         =========

Due to the change in ownership  provisions  of the Income Tax laws of the United
States, net operating loss carry forwards of approximately  $171,828 for federal
income tax reporting purposes are subject to annual limitations. Should a change
in ownership occur net operating loss carry forwards may be limited as to use in
future years.

NOTE 5 - DUE TO RELATED PARTIES

As of September 30, 2010 and 2009, the Company was obligated to related  parties
for a non-interest  bearing  demand loans with balances  totaling of $53,026 and
$9,388. During the year ended September 30, 2010 the Company became obligated to
the related party in the amount of $25,480. The Company issued 42,466,666 shares
of its $0.00001 par value common stock in full settlement of this obligation.

                                      F-18
<PAGE>
                                   Cytta Corp.
                          (A Development Stage Company)
                          Notes to Financial Statements
                           September 30, 2010 and 2009


NOTE 6 - GOING CONCERN AND LIQUIDITY CONSIDERATIONS

The  accompanying  financial  statements  have been  prepared  assuming that the
Company will continue as a going concern,  which contemplates the realization of
assets and the  liquidation of liabilities in the normal course of business.  As
at September 30, 2010,  the Company had a loss from  operations of $257,562,  an
accumulated deficit of $490,936, and has earned no revenues since inception. The
Company intends to fund operations through equity financing arrangements,  which
may be insufficient to fund its capital expenditures,  working capital and other
cash requirements for the foreseeable future.

The  ability of the Company to emerge from the  development  stage is  dependent
upon, among other things, obtaining additional financing to continue operations,
and development of its business plan.

In response to these  problems,  management  intends to raise  additional  funds
through public or private  placement  offerings.  These  factors,  among others,
raise  substantial  doubt  about the  Company's  ability to  continue as a going
concern.  The accompanying  financial  statements do not include any adjustments
that might result from the outcome of this uncertainty.

NOTE 7 - SUBSEQUENT EVENTS

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 for a
license to provide all the "Services" of the Vonify Network to third parties, in
the medical marketplace in the USA. 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.  The Services to be
marketed by Cytta are defined as wireless  telecommunications  services  for the
Global  System  for  Mobile  (GSM)  communications.  In  exchange  for the  MVNO
Agreement, Cytta is required to issue 250,000,000 shares of the Company's common
stock to Vonify.  This transaction will result in Vonify becoming a greater than
10% shareholder of the Company.  Mr. William Becker,  a Director of the Company,
is a controlling shareholder of Vonify.

In accordance with ASC 855-10,  Company management  reviewed all material events
through the date of this report and there are no additional subsequent events to
report.


                                      F-19