U.S.SECURITIES AND EXCHANGE COMMISSION

Washington,D.C. 20549

 

FORM 10-QSB

 

QuarterlyReport under Section 13 or 15 (d) of

SecuritiesExchange Act of 1934

 

For thePeriod ended March 31, 2007

 

CommissionFile Number 333-139699

 

CYTTA CORP.

(Name ofsmall business issuer in its charter)

 

Nevada                                            98-0505761
                                                                                             (State of incorporation)                               (IRS Employer

                                                                                                                                                                   ID Number)

 

710 West 16thAvenue

Vancouver,British Columbia, Canada, V5Z 1S7 

604-760-4440

(Address andtelephone number of principal executive offices)

 

Check whether theregistrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (orfor 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 _____ 
 

Check whether theregistrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes X No ______

 

There were 3,000,000 sharesof Common Stock outstanding as of March 31, 2007.

 

Transitional Small BusinessDisclosure Format: [ ] Yes [X] No

 
**ITEM 1. FINANCIAL STATEMENTS**
The un-audited quarterly financial statements for the periodended March 31, 2007, prepared by the company, immediately follow.

 

 

 
**MOORE & ASSOCIATES, CHARTERED
*     ACCOUNTANTS AND ADVISORS
***                 PCAOB REGISTERED***
 
**Report of Independent Registered Public Accounting Firm****To the Board ofDirectors

Cytta Corporation 

(An Development StageCo.)**
We have reviewed the accompanying balance sheet of CyttaCorporation (An Development Stage Co.) as of March 31, 2007, and the relatedstatements of operations, retained earnings, and cash flows for the six monthsthen ended, in accordance with the standards of the Public Company AccountingOversight Board (United States). All information included in these financialstatements is the representation of the management of Cytta Corporation (AnDevelopment Stage Co.).

A review consists principally of inquiries of company personnel andanalytical procedures applied to financial data. It is substantially less inscope than an audit in accordance with generally accepted auditing standards,the objective of which is the expression of an opinion regarding the financialstatements taken as a whole. Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any materialmodifications that should be made to the financial statements in order for themto be in conformity with generally accepted accounting principles.

The accompanying financial statements have been preparedassuming that the company will continue as a going concern. As discussed in thenotes to the financial statements, the Company has no established source ofrevenue to cover operation expense. This raises substantial doubt about theCompany's ability to continue as a going concern. The financial statements donot include any adjustments that might result from this uncertainty.

 
***/s/ Moore & Associates, Chartered***
 

Moore & Associates, Chartered

Las Vegas, Nevada

May 7, 2007
***2675 S. JONES BLVD.SUITE 109, LAS VEGAS, NEVADA 89146 (702) 253-7511 Fax: (702)253-7501***
Cytta Corp.

(A Development StageCompany)

 

Interim Balance Sheet

The Accompanying Notes Are An Integral Part Of These    Financial Statements -

Cytta Corp.

(A Development StageCompany)

Interim Statements ofOperations

Unaudited

 

- The Accompanying Notes Are An Integral Part Of TheseFinancial Statements -

CyttaCorp.
(A Development StageCompany)

Interim Statement ofStockholders' Equity

- The Accompanying Notes Are An Integral Part Of TheseFinancial Statements -

Cytta Corp.

(A Development StageCompany)

Interim Statements ofCash Flows

Unaudited

- The Accompanying Notes Are An Integral Part Of TheseFinancial Statements -
**CYTTA CORP.

(A Development StageCompany)

Notes to InterimFinancial Statements

March 31, 2007

NOTE 1. GENERAL ORGANIZATION AND BUSINESS**
Cytta Corp., (A Development Stage Company) was      incorporated on May 30, 2006 under the laws of the State of Nevada. It is      located in Vancouver, British Columbia, Canada. 

The Company is a development stage company that intends      to develop and operate a website where trades/contractors can offer their      services. To date, the Company's activities have been limited to its      formation and the raising of equity capital. The Company's SB-2      registration was declared effective on January 10, 2007.
**NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES****a. **Basis of Presentation**
The accounting and reporting policies of the Company      conform to U.S. generally accepted accounting principles applicable to      development stage enterprises. 
**b. Fiscal Periods**
The Company's fiscal year end is September 30.
**c. Use of Estimates

The preparation of financial statements in conformity      with U.S. generally accepted accounting principles 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.
**d. 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.
**e. Fair Value of Financial Instruments and Derivative      Financial Instruments**
The Company has adopted Statement of Financial      Accounting Standards ("SFAS") Number 119, "Disclosure About Derivative      Financial Instruments and Fair Value of Financial Instruments." The      carrying amount of accrued liabilities approximates its fair value because      of the short maturity of this item. Certain fair value estimates may be      subject to and involve, uncertainties and matters of significant judgement,      and, therefore, cannot be determined with precision. Changes in      assumptions could significantly affect these estimates. The Company does      not hold or issue financial instruments for trading purposes, nor does it      utilize derivative instruments in the management of its foreign exchange,      commodity price or interest rate market risks.
** ****CYTTA CORP.

(A Development StageCompany)

Notes to InterimFinancial Statements

March 31, 2007

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(continued)

f. Fair Value of Financial Instruments and Derivative      Financial Instruments

The Company has adopted Statement of Financial      Accounting Standards ("SFAS") Number 119, "Disclosure About Derivative      Financial Instruments and Fair Value of Financial Instruments." The      carrying amount of accrued liabilities approximates its fair value because      of the short maturity of this item. Certain fair value estimates may be      subject to and involve, uncertainties and matters of significant judgement,      and, therefore, cannot be determined with precision. Changes in      assumptions could significantly affect these estimates. The Company does      not hold or issue financial instruments for trading purposes, nor does it      utilize derivative instruments in the management of its foreign exchange,      commodity price or interest rate market risks.
**g. Segmented Reporting**
SFAS Number 131, "Disclosure About Segments of an      Enterprise and Related Information", changed the way public companies      report information about segments of their business in their quarterly      reports issued to shareholders. It also requires entity-wide disclosures      about the products and services an entity provides, the material countries      in which it holds assets and reports revenues and its major customers. The      company presently operates only in Canada.
**h. Federal Income Taxes**
Deferred income taxes are reported for timing      differences between items of income or expense reported in the financial      statements and those reported for income tax purposes in accordance with      SFAS Number 109, "Accounting for Income Taxes", which requires the use of      the asset/liability method of accounting for income taxes. Deferred income      taxes and tax benefits are recognized for the future tax consequences      attributable to differences between the financial statement carrying      amounts of existing assets and liabilities and their respective tax bases,      and for tax loss and credit carryforwards. 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 Company provides for deferred      taxes for the estimated future tax effects attributable to temporary      differences and carryforwards when realization is more likely than not.
**i. Earnings (Loss) per Share**
The Company has adopted Financial Accounting Standards      Board ("FASB") Statement Number 128, "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.      

 
**CYTTA CORP.

(A Development StageCompany)

Notes to InterimFinancial Statements

March 31, 2007****NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(continued)****j. Foreign Currency Transactions

The Company's functional currency is the Canadian      Dollar. The Company's reporting currency is the U.S. Dollar. All      transactions initiated in Canadian Dollars are translated to U.S. Dollars      in accordance with SFAS No. 52 as follows:

(i) Monetary assets and liabilities at the rate            of exchange in effect at the balance sheet date;

(ii) Equity at historical rates; and

(iii) Revenue and expense items at the average            rate of exchange prevailing during the period.

Exchange gains and losses arising from such      translations are deferred until realization and are included as a separate      component of shareholders' equity as a component of comprehensive income      or loss. Upon realization, the amount deferred is recognized in income in      the period when it is realized.

No significant realized exchange gains or losses were      recorded from inception (May 30, 2006) to March 31, 2007.
**k. Derivative Financial Instruments**
The Company was not a party to any derivative financial      instruments during the reported fiscal period.
**l. Stock-Based Compensation**
The Company adopted the provisions of Statement of      Financial Accounting Standards ("SFAS") No. 123(R), *"Share-Based      Payment"*, which establishes accounting for equity instruments      exchanged for employee services. Under the provisions of SFAS 123(R),      stock-based compensation cost is measured at the grant date, based on the      calculated fair value of the award, and is recognized as an expense over      the employees' requisite service period (generally the vesting period of      the equity grant). The Company accounts for share-based payments to      non-employees, in accordance with SFAS 123 (as originally issued) and      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*"
**m. Comprehensive Income (Loss)**
SFAS No. 130, "Reporting Comprehensive Income",      establishes standards for reporting and display of comprehensive income      and its components in a full set of general-purpose financial statements.      From inception (May 30, 2006) to December 31, 2006, the Company had no      items of other comprehensive income. Therefore, net loss equals      comprehensive loss from inception (May 30, 2006) to March 31, 2007.

 

 

 
**CYTTA CORP.

(A Development StageCompany)

Notes to InterimFinancial Statements

March 31, 2007

NOTE 2 . SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(continued)****n. Revenue Recognition

The Company recognizes revenue from the sale of      products and services in accordance with the Securities and Exchange      Commission Staff Accounting Bulletin No. 104 ("SAB 104"), "Revenue      Recognition in Financial Statements." Revenue will consist of plant sales      income and will be recognized only when all of the following criteria have      been met:

(i) Persuasive evidence for an agreement exists;

(ii) Delivery has occurred;

(iii) The fee is fixed or determinable; and 

(iv) Revenue is reasonably assured.
**NOTE 3. INCOME TAXES 

The Company has incurred operating losses of $8,886, which if utilized,      will begin to expire in 2026. Future tax benefits, which may arise as a      result of these loses, have not been recognized in these financial      statements, and have been off set by a valuation allowance. 

Details of future income tax assets are as follows:
March 31, 2007Cumulative Net          Operating Loss (from inception to March 31, 2007)$          8,886Statutory Tax Rate -          (combined federal and state tax rate) 34%Deferred Tax Asset 3.021Valuation Allowance (3,021)Net Deferred Tax Asset$-
The potential future tax benefits of these losses have not been      recognized in these financial statements due to uncertainty of their      realization. When the future utilization of some portion of the carry      forwards is determined not to be "more likely than not," a valuation      allowance is provided to reduce the recorded tax benefits from such      assets.
**NOTE 4. CAPITAL STOCK****a) Authorized Stock:

The Company has authorized 100,000,000 common shares      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 stockholder of the corporation is sought.

The Company has also authorized 100,000,000 preferred      shares with a par value of $0.001 per share. 
** 

CYTTA CORP.

(A Development StageCompany)

Notes to InterimFinancial Statements

March 31, 2007

NOTE 4. CAPITAL STOCK (continued)****b)**Share Issuance:**
Since the inception of the Company (May 30, 2006) to      September 30, 2006, the Company issued 1,000,000 common shares at $0.005      per share and 2,000,000 common shares at $0.01 per share for total      proceeds of $25,000 being $3,000 for par value shares and $22,000 for      additional paid in capital. These shares were issued to directors and      officers of the Company. 

Prior to March 31, 2007, the Company was in the process      of selling shares under a SB-2 Registration Statement. In this regard, the      Company has received subscriptions for 325,000 shares from independent      investors for total amounts of $6,500 being $325 for par value shares and      $6,175 for additional paid in capital.Since these      funds are to be returned to the subscribers if the minimum of 3,000,000      shares are not sold (for proceeds of $60,000), the $6,500 is therefore      classified as a liability (share subscriptions received in advance) in the      Company's records. 
There are no preferred shares outstanding. The Company      has issued no authorized preferred shares.
The Company has no stock option plan, warrants or other      dilutive securities.
**NOTE 5. RELATED PARTY TRANSACTIONS**
As of March 31, 2007, the Company was obligated to a      director, who is also an officer and a shareholder, for a non-interest      bearing demand loan with a balance of $2,275. The Company plans to pay the      loan back as cash flows become available. 
**NOTE 6. GOING CONCERN

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 March 31, 2007, the Company has a      loss from operations of $5,854, an accumulated deficit of $8,886, and      working capital of $22,614 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 year ending September 30,      2007.

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.
** 

CYTTA CORP.

(A Development Stage Company)

Notes to Interim Financial Statements

March 31, 2007
NOTE 6. GOING CONCERN (continued)

In response to these problems, management has planned the  following actions:

*    The Company's SB-2 Registration        Statement filed with the United States Securities Exchange Commission to        offer up to 6,000,000 common shares at $0.02 per share for gross        proceeds of up to $120,000 was declared effective on January 10, 2007.        

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. NEW ACCOUNTING PRONOUNCEMENTS**
Recent accounting pronouncements that are listed below did and/or are      not currently expected to have a material effect on the Company's      financial statements.
**FASB Statements:

In December 2004, the FASB issued Financial Accounting      Standards No 123 (revised 2004) (SFAS 123R), *"Share-Based Payment."*      SFAS 123R replaces SFAS No. 123*, "Accounting for Stock-Based      Compensation,"*and supersedes APB Opinion No. 25, *"Accounting for      Stock Issued to Employees*." SFAS 123R requires compensation expense,      measured as the fair value at the grant date, related to share-based      payment transactions to be recognized in the financial statements over the      period that an employee provides service in exchange for the award. SFAS      123R is effective in fiscal periods that begin after December 15, 2005.      

In December 2004, FASB issued Financial Accounting      Standards No. 153, *"Exchanges of Non-monetary Assets, an amendment of      APB Opinion No. 29, Accounting for Non-Monetary Transactions (SFAS 153)."*      This statement amends APB Opinion 29 to eliminate the exception for      non-monetary exchanges of similar productive assets and replaces it with a      general exception for exchanges of non-monetary assets that do not have      commercial substance. Under SFAS 153, if a non-monetary exchange of      similar productive assets meets a commercial-substance criterion and fair      value is determinable, the transaction must be accounted for at fair value      resulting in recognition of any gain or loss. SFAS 153 is effective in      fiscal periods that begin after June 15, 2005. 

In May 2005, the FASB issued SFAS No. 154, *"Accounting Changes and Error Corrections, a replacement of APB Opinion      No. 20 and FASB Statement No. 3."* This statement changes the      requirements for the accounting for and reporting of a change in      accounting principle. Previously, Opinion 20 required that most voluntary      changes in accounting principle be recognized by including in net income      of the period of change the cumulative effect of changing to a new      principle. This statement requires retrospective application to prior      periods' financial statements of changes in accounting principle, when      practicable. 
** ****CYTTA CORP.

(A Development StageCompany)

Notes to InterimFinancial Statements

March 31, 2007

NOTE 7. NEW ACCOUNTING PRONOUNCEMENTS (Continued)**
In February 2006, FASB issued Financial Accounting      Standards No. 155, "Accounting for Certain Hybrid Financial Instruments -      an amendment of FASB Statements No. 133 and 140. This Statement amends      FASB Statements No. 133, *Accounting for Derivative Instruments and      Hedging Activities,* and No. 140, *Accounting for Transfers and      Servicing of Financial Assets and Extinguishments of Liabilities.* This      Statement resolves issues addressed in Statement 133 Implementation Issue      No. D1, *"Application of Statement 133 to Beneficial Interests in      Securitized Financial Assets."* SFAS 155 is effective for all financial      instruments acquired or issued after the beginning of an entity's first      fiscal year that begins after September 15, 2006.

In March 2006, FASB issued Financial Accounting      Standards No. 156, "Accounting for Servicing of Financial Assets - an      amendment of FASB Statement No. 140." This Statement amends FASB Statement      No. 140, Accounting for Transfers and Servicing of Financial Assets and      Extinguishments of Liabilities, with respect to the accounting for      separately recognized servicing assets and servicing liabilities. SFAS 156      is effective in the first fiscal year that begins after September 15,      2006.

In September 2006, FASB issued Financial Accounting      Standards No. 157, "Fair Value Measurements." This Statement defines fair      value, establishes a framework for measuring fair value in generally      accepted accounting principles (GAAP), and expands disclosures about fair      value measurements. This Statement applies under other accounting      pronouncements that require or permit fair value measurements, the Board      having previously concluded in those accounting pronouncements that fair      value is the relevant measurement attribute. Accordingly, this Statement      does not require any new fair value measurements. However, for some      entities, the application of this Statement will change current practice.      SFAS 157 is effective in the first fiscal year that begins after November      15, 2007.

In September 2006, FASB issued Financial Accounting      Standards No. 158*, "Employers' Accounting for Defined Benefit Pension      and Other Postretirement Plans - an amendment of FASB Statements No. 87,      88, 106, and 132(R)."* This Statement improves financial reporting by      requiring an employer to recognize the overfunded or underfunded status of      a defined benefit postretirement plan (other than a multiemployer plan) as      an asset or liability in its statement of financial position and to      recognize changes in that funded status in the year in which the changes      occur through comprehensive income of a business entity or changes in      unrestricted net assets of a not-for-profit organization. This Statement      also improves financial reporting by requiring an employer to measure the      funded status of a plan as of the date of its year-end statement of      financial position, with limited exceptions. SFAS 158 is effective. An      employer with publicly traded equity securities is required to initially      recognize the funded status of a defined benefit postretirement plan and      to provide the required disclosures as of the end of the first fiscal year      ending after December 15, 2006.

 

 

 
** ****CYTTA CORP.

(A Development StageCompany)

Notes to InterimFinancial Statements

March 31, 2007

NOTE 7. NEW ACCOUNTING PRONOUNCEMENTS (Continued)**
In February 2007, FASB issued Financial Accounting      Standards No. 159, "*The Fair Value Option for Financial Assets and      Financial Liabilities--Including an amendment of FASB Statement No. 115."*This Statement permits entities to choose to measure many financial      instruments and certain other items at fair value. The objective is to      improve financial reporting by providing entities with the opportunity to      mitigate volatility in reported earnings caused by measuring related      assets and liabilities differently without having to apply complex hedge      accounting provisions. This Statement is expected to expand the use of      fair value measurement, which is consistent with the Board's long-term      measurement objectives for accounting for financial instruments. SFAS 159      is effective as of the beginning of an entity's first fiscal year that      begins after November 15, 2007.
**NOTE 8. SUBSEQUENT EVENT

Subsequent to March 31, 2007, the Company received      $500.00 for 25,000 shares in connection to its current public offering.

 

 

 

 

 

 

 

 

 
**ITEM 2.**MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OFOPERATION**
Results of Operations

We are still in our development stage and have generated no revenues to date.

We incurred operating expenses of $3,781 for the three months and $5,854 forthe six months ended March 31, 2007. These expenses consisted of generaloperating expenses and professional fees incurred in connection with the day today operation of our business and the preparation and filing of our SB-2Registration Statement. 

Our net loss from inception through March 31, 2007 was $8,886. 

Cash provided by financing activities for the period frominception (May 30, 2006) through March 31, 2007, was $25,000, pursuant to thesale on June 30, 2006, of 1,000,000 shares of common stock to Chad Rutherford,an officer and director of the company, in exchange for $5,000, or $0.005 pershare, on September 29, 2006 an additional 1,000,000 shares were issued to himfor $10,000, or $0.01 per share, and on September 30, 2006, 1,000,000 shares ofcommon stock were issued to Brad Prystupa, an officer and director of thecompany in exchange for $10,000, or $.01 per share. 

The company received $6,500 for share subscriptions in advance pursuant toour current public offering during the quarter.

Liquidity and Capital Resources

Our current cash balance is $23,340. In order to achieve our business plangoals, we will need the funding from the offering of registered shares pursuantto our SB-2 Registration Statement filed with the SEC under file number333-139699 which became effective on January 10, 2007. 

We are a development stage company and have generated no revenue to date. 

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonablylikely to have a current or future effect on our financial condition, changes infinancial condition, revenues or expenses, results of operations, liquidity,capital expenditures or capital resources that is material to investors.

Plan of Operation

Our plan is to develop a web-based advertising service to provide contractorswith opportunity to grow their businesses and get a premium price for providingoutstanding service and quality of craftsmanship. In addition, consumers willhave the ability to hire or choose a contractor with the aid of reviewinginformation available from other customers that have used a contractor'sservices. 

We will start operations by developing the website, using independent serviceproviders, conditioned upon our having raised the required minimum of $60,000 orthe sale of 50%of our offering. We consider thisamount of financing to be sufficient to hire a developer and begin developmentof the website.

We have provided the chart below that demonstrates how we intend to use theproceeds in the event we do not raise the entire $120,000we are seeking from our offering. As indicated in the chart, the numberof servers we can buy and the amount of marketing services we can purchasedepends upon the amount of capital we are able to raise from our offering.

If we raise only $60,000, or 50% of the offering, we estimate that this wouldprovide enough capital to purchase one computerserver and marketing services to begin searching for contractors toadvertise on the site. 

If we raise $120,000, or 100% of the offering, we estimate that we would haveenough funds to purchase three computer servers and have additional funds toinvest in further advertising avenues.

Here's how we intend to allocate the capital raised from the offering if weraise 50% or 100% of the funds we are seeking: 

 
*** 
Expenditure Item***50%******100%***Computer Servers5,00015,000Web Development15,00015,000Advertising and Promotion20,00070,000Professional Fees15,00015,000Office and Miscellaneous Expenses5,00010,000**Total****$60,000****$120,000**
 

To date, we have received share subscriptions totaling 350,000 shares, or$7,000.pursuant to our current public offering.

During the first full year of operation, we will concentrate on finding therequired investment capital, apply to get our common stock listed for trading,develop the websites (www.cytta.com and www.greattradespeople.com), locateadvertisers, and market the services offered by our customers.

It is our intention to raise the entire $120,000 as permitted under theoffering. We have prepared the above chart based on the assumption that therequisite amount required in order to develop the business over the course ofthe next 12 months is $120,000, or 100% of the offering. The chart alsodemonstrates how we intend to use the proceeds should we raise only $60,000(50%) of the offering. We will require at least $60,000 or 50% of the offeringbefore we feel confident in allocating money towards the purchase of a serverand development of the website. 

However, in order to more fully develop our business plan, we feel that wewill require $120,000 or 100% of the offering in order to pursue furtheradvertising avenues to achieve growth beyond our immediate and approachablenetwork of contractors. 

It is anticipated that it will take the first six months of 2007 in order tocomplete the offering, at which time we will begin development of the website,advertise for and source customers to purchase advertising. We anticipate thatdevelopment of the website will take approximately three months, and sourcingcustomers will begin upon completion of the website. As such, we anticipatebeing able to generate revenues from advertising in the last two months of 2007.

Once we have completed development of the website, we will begin to sourcecontractors. We will advertise for them through trade magazines and source otherindustry related websites and approach them to engage in co-marketingagreements. Once we achieve a minimum of 10 contractors in a local market, wewill release the website as a live interactive platform. We will work on twogeographical markets at one time. We will not purchase a computer server orbegin development of the website until after the close of the offering. 

In the event that we are unable to raise the minimum $60,000that we seek from the offering, we will attempt to proceed with our planof operations by self-financing through loans from the officers and directors.While the officers and directors have generally indicated a willingness toprovide services and financial contributions if necessary, there are presentlyno agreements, arrangements, commitments, or specific understandings, eitherverbally or in writing, between the officers and directors and Cytta Corp.

During the first year of operations, our officers and directors will alsoprovide their labor at no charge. We do not anticipate hiring any staff duringthe first 12 months of operation. The difference between having the ability tosustain our cash flow requirements over the next twelve months and the need foradditional outside funding will depend on how fast we can generate salesrevenue. 
**Critical Accounting Policies**
The un-audited financial statements as of March 31, 2007 included herein havebeen prepared without audit pursuant to the rules and regulations of the U.S.Securities and Exchange Commission. Certain information and footnote disclosuresnormally included in financial statements prepared in accordance with generalaccepted accounting procedures have been condensed or omitted pursuant to suchrules and regulations. In the opinion of management, all adjustments (consistingof normal recurring accruals) considered necessary for a fair presentation havebeen included. It is suggested that these financial statements be read inconjunction with our September 30, 2006 audited financial statements and notesthereto, which can be found in our Form SB-2 Registration Statement on the SECwebsite at www.sec.gov under our SEC File Number 333-139699.

 
**a. **Basis of Presentation**
The accounting and reporting policies of the Company        conform to U.S. generally accepted accounting principles applicable to        development stage enterprises. 
**b. Fiscal Periods

The Company's fiscal year end is September 30. 
**c. Use of Estimates

The preparation of financial statements in conformity        with U.S. generally accepted accounting principles 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.
**d. 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.
**e. Fair Value of Financial Instruments and        Derivative Financial Instruments

The Company has adopted Statement of Financial        Accounting Standards ("SFAS") Number 119, "Disclosure About Derivative        Financial Instruments and Fair Value of Financial Instruments." The        carrying amount of accrued liabilities approximates its fair value        because of the short maturity of this item. Certain fair value estimates        may be subject to and involve, uncertainties and matters of significant        judgment, and, therefore, cannot be determined with precision. Changes        in assumptions could significantly affect these estimates. The Company        does not hold or issue financial instruments for trading purposes, nor        does it utilize derivative instruments in the management of its foreign        exchange, commodity price or interest rate market risks.
**f. Segmented Reporting

SFAS Number 131, "Disclosure About Segments of an        Enterprise and Related Information", changed the way public companies        report information about segments of their business in their quarterly        reports issued to shareholders. It also requires entity-wide disclosures        about the products and services an entity provides, the material        countries in which it holds assets and reports revenues and its major        customers. The company presently operates only in Canada.
**g. Federal Income Taxes

Deferred income taxes are reported for timing        differences between items of income or expense reported in the financial        statements and those reported for income tax purposes in accordance with        SFAS Number 109, "Accounting for Income Taxes", which requires the use        of the asset/liability method of accounting for income taxes. Deferred        income taxes and tax benefits are recognized for the future tax        consequences attributable to differences between the financial statement        carrying amounts of existing assets and liabilities and their respective        tax bases, and for tax loss and credit carryforwards. 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 Company        provides for deferred taxes for the estimated future tax effects        attributable to temporary differences and carryforwards when realization        is more likely than not.
**h. Earnings (Loss) per Share

The Company has adopted Financial Accounting        Standards Board ("FASB") Statement Number 128, "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. 
**i. Foreign Currency Transactions

The Company's functional currency is the Canadian        Dollar. The Company's reporting currency is the U.S. Dollar. All        transactions initiated in Canadian Dollars are translated to U.S.        Dollars in accordance with SFAS No. 52 as follows:

(iv) Monetary assets and liabilities at the rate            of exchange in effect at the balance sheet date;

(v) Equity at historical rates; and

(vi) Revenue and expense items at the average            rate of exchange prevailing during the period.

Exchange gains and losses arising from such        translations are deferred until realization and are included as a        separate component of shareholders' equity as a component of        comprehensive income or loss. Upon realization, the amount deferred is        recognized in income in the period when it is realized.

No significant realized exchange gains or losses were        recorded from inception (May 30, 2006) to March 31, 2007.
**j. Derivative Financial Instruments

The Company was not a party to any derivative        financial instruments during the reported fiscal period.
**k. Stock-Based Compensation

The Company adopted the provisions of Statement of        Financial Accounting Standards ("SFAS") No. 123(R), *"Share-Based        Payment"*, which establishes accounting for equity instruments        exchanged for employee services. Under the provisions of SFAS 123(R),        stock-based compensation cost is measured at the grant date, based on        the calculated fair value of the award, and is recognized as an expense        over the employees' requisite service period (generally the vesting        period of the equity grant). The Company accounts for share-based        payments to non-employees, in accordance with SFAS 123 (as originally        issued) and 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*"
**l. Comprehensive Income (Loss)

SFAS No. 130, "Reporting Comprehensive Income",        establishes standards for reporting and display of comprehensive income        and its components in a full set of general-purpose financial        statements. From inception (May 30, 2006) to March 31, 2007, the Company        had no items of other comprehensive income. Therefore, net loss equals        comprehensive loss from inception (May 30, 2006) to March 31, 2007.
**m. Revenue Recognition

The Company recognizes revenue from the sale of        products and services in accordance with the Securities and Exchange        Commission Staff Accounting Bulletin No. 104 ("SAB 104"), "Revenue        Recognition in Financial Statements." Revenue will consist of plant        sales income and will be recognized only when all of the following        criteria have been met:

(v)Persuasive evidence for an agreement exists;

(vi)Delivery has occurred;

(vii)The fee is fixed or determinable; and 

(viii)Revenue is reasonably assured.
**Forward Looking Statements**
Some of the statements contained in this Form 10-QSB that are not historicalfacts are "forward-looking statements" which can be identified by the use ofterminology such as "estimates," "projects," "plans," "believes," "expects,""anticipates," "intends," or the negative or other variations, or by discussionsof strategy that involve risks and uncertainties. We urge you to be cautious ofthe forward-looking statements, that such statements, which are contained inthis Form 10-QSB, reflect our current beliefs with respect to future events andinvolve known and unknown risks, uncertainties and other factors affecting ouroperations, market growth, services, products and licenses. No assurances can begiven regarding the achievement of future results, as actual results may differmaterially as a result of the risks we face, and actual events may differ fromthe assumptions underlying the statements that have been made regardinganticipated events. 

All written forward-looking statements made in connection with this Form10-QSB that are attributable to us, or persons acting on our behalf, areexpressly qualified in their entirety by these cautionary statements. Given theuncertainties that surround such statements, you are cautioned not to placeundue reliance on such forward-looking statements. 

The safe harbors of forward-looking statements provided bythe Securities Litigation Reform Act of *1995*are unavailable to issuersnot subject to the reporting requirements set forth under Section 13(a) or *15(d)*of the Securities Exchange Act of 1934, as amended. As we have notregistered our securities pursuant to Section 12 of the Exchange Act, such safeharbors set forth under the Reform Act are unavailable to us.
** 

ITEM 3. CONTROLS AND PROCEDURES**
Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, includingour principal executive officer and the principal financial officer, we haveconducted an evaluation of the effectiveness of the design and operation of ourdisclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e)under the Securities and Exchange Act of 1934, as of the end of the periodcovered by this report. Based on this evaluation, our principal executiveofficer and principal financial officer concluded as of the evaluation date thatour disclosure controls and procedures were effective such that the materialinformation required to be included in our Securities and Exchange Commissionreports is recorded, processed, summarized and reported within the time periodsspecified in SEC rules and forms relating to our company, particularly duringthe period when this report was being prepared.

Additionally, there were no significant changes in our internal controls orin other factors that could significantly affect these controls subsequent tothe evaluation date. We have no identified any significant deficiencies ormaterial weaknesses in our internal controls, and therefore there were nocorrective actions taken.
**PART II - OTHER INFORMATION

ITEM 6. EXHIBITS**
The following exhibits are included with this quarterly filing. Those markedwith an asterisk and required to be filed hereunder, are incorporated byreference and can be found in their entirety in our original Form SB-2Registration Statement, filed under SEC File Number 333-139699, at the SECwebsite at www.sec.gov:

Exhibit No.Description
3.1 Articles of Incorporation*

3.2 Bylaws*

31.1 Sec. 302 Certification of Principal Executive Officer and Chief    Financial Officer

32.1 Sec. 906 Certification of Principal Executive Officer and Chief    Financial Officer
**SIGNATURES**
Pursuant to the requirements of Section 13(a) or 15(d) of the SecuritiesExchange Act of 1934, the Registrant has duly caused this report to be signed onits behalf by the undersigned, thereunto duly authorized.

 

May 15, 2007                                                         Cytta Corp.

                                                                               /s/ Chad Rutherford

                                                                               __________________________

By: Chad Rutherford

President and Chief Executive Officer

In accordance with the Exchange Act, this report has been signed below by thefollowing persons on behalf of the registrant and in the capacities and on thedates indicated.

 

May 15, 2007                                                         Cytta Corp.

                                                                               /s/ Chad Rutherford

                                                                               __________________________

By: Chad Rutherford

                                                                               President, Chief Executive Officer, Treasurer, Chief Financial Officer, andPrincipal Accounting Officer

May 15, 2007                                                         /s/ Brad Prystupa

                                                                               __________________________

By: Brad Prystupa

Secretary & Director
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