The following is management's discussion and analysis of certain significant factors that have affected our financial position and operating results during the periods included in the accompanying condensed consolidated financial statements, as well as information relating to the plans of our current management. This report includes forward-looking statements. Generally, the words "believes," "anticipates," "may," "will," "should," "expect," "intend," "estimate," "continue," and similar expressions or the negative thereof or comparable terminology are intended to identify forward-looking statements. Such statements are subject to certain risks and uncertainties, including the matters set forth in this report or other reports or documents we file with the Securities and Exchange Commission from time to time, which could cause actual results or outcomes to differ materially from those projected. Undue reliance should not be placed on these forward-looking statements which speak only as of the date hereof. We undertake no obligation to update these forward-looking statements.

Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, the Company cannot guarantee future results, levels of activity, performance, or achievements. Except as required by applicable law, including the securities laws of the United States, the Company does not intend to update any of the forward-looking statements to conform these statements to actual results.

Our financial statements are prepared in accordance with accounting principles generally accepted in the United States ("GAAP"). These accounting principles require us to make certain estimates, judgments, and assumptions. We believe that the estimates, judgments, and assumptions upon which we rely are reasonable based upon information available to us at the time that these estimates, judgments, and assumptions are made. These estimates, judgments, and assumptions can affect the reported amounts of assets and liabilities as of the date of the financial statements as well as the reported amounts of revenues and expenses during the periods presented. Our financial statements would be affected to the extent there are material differences between these estimates.

The following discussion should be read in conjunction with our unaudited financial statements and the related notes that appear elsewhere in this Quarterly Report on Form 10-Q.





THE COMPANY


Cytta Corp., ("Cytta" or the "Company") was incorporated on May 30, 2006 under the laws of the State of Nevada. It is located in Las Vegas, Nevada. Cytta is in the business of imagineering, developing and securing disruptive technologies.

Results of Operations for the three months ended December 31, 2022 and 2021:

Revenues of $5,706 and $937 for the three months ended December 31, 2022, and 2021, respectively, were from deferred revenue on subscription agreements being recognized.

Revenues consist of our proprietary software, integration consulting services, tech support and product maintenance billed to the customer. Revenues increased for the three months ended December 31, 2022, compared to the three months ended December 31, 2021, due to an increase in customers and the associated deferred revenue recognized on subscription agreements entered into and being recognized in the current quarter.

Operating expenses decreased by $12,543 for the three months ended December 31, 2022, over 2021 as shown in the table below:





                                                           December 31,
Description                                            2022            2021
Stock based expenses                                $   551,668     $   455,985
Professional fees                                        53,146         111,296

Consulting expenses (excluding stock expenses) 199,787 18,450 Related party expenses (excluding stock expenses) 177,868 426,219 Depreciation expense

                                     11,904          11,904
Equipment and demo expenses                              25,369           8,981
General and Administrative officers                       1,606           3,670
Auto, Travel and Meals and Entertainment                 25,530          28,560

Rent expense                                              6,116           4,147
Investor relations expense                               31,162          13,954
Other operating expenses                                 22,287          35,820
Total Operating expenses                            $ 1,106,443     $ 1,118,986





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Stock-based expenses increased in the current period compared to the prior period. The current period expense includes $407,275 for the issuance of 3,925,000 shares to consultants. The expense is based on the price of the common stock on the dates the Company agreed to issued the shares. The Company also recorded $144,393 of expense related to commitments the Company incurred during the three months ended December 31, 2022. The $144,393 is included in accounts payable and accrued expenses on the December 31, 2022, balance sheet. The expense of $455,985 for the three months ended December 31, 2021, was a result of the amortization of $425,985 for shares of common stock previously issued and $30,000 for the cost of 250,000 shares issued during the quarter ended December 31, 2021.

Professional fees decreased in the current period compared to the prior period, substantially due to lower legal fees of approximately $44,000 in the current period, due to less costs associated with the Skoblow case in the current period.

Consulting expenses increased during the three months ended December 31, 2022, compared to the three months ended December 31, 2021, substantially as a result of $134,300 expensed for consultants providing product development and software costs. Also, additional consulting costs related to sales and marketing and finance of $55,000 were recognized for the three months ended December 31, 2022.

Related party expenses decreased for the three months ended December 31, 2022, compared to the three months ended December 31, 2021 as follows:





                                                   Three months ended
                                                      December 31,
                                                   2022          2021

Management fees, Chief Executive Officer (CEO) $ 60,000 $ 145,000 Chief Technology Officer (CTO)

                      60,000       145,000
Chief Administration Officer (CAO)                  45,000       120,000
Office rent and expenses                            12,868        16,219
Total                                            $ 177,868     $ 426,219

Effective June 1, 2021, the Company increased the monthly fee paid to its' CEO and CTO, from $12,000 to $15,000, respectively. On January 1, 2022, the Company increased the monthly fee to $18,000 for the CEO and CTO, respectively, and on February 1, 2022, the monthly fee for the CEO and CTO was increased to $20,000. For the three months ended December 31, 2021, the Company also recorded bonus expenses of $100,000, $100,000, and $90,000 for the CEO, CTO and CAO, respectively. For the three months ended December 31, 2022, and 2021, the Company expensed $45,000 and $45,000 to its CAO, respectively.

On October 25, 2020, the Company entered into a sublease with its CTO, whereby the Company agreed to an annual lease payment of $50,000. On October 26, 2021, renewed he lease for an additional year for $3,500 per month, and on October 26, 2022, the lease was renewed on a month-to-month basis. Included in office rent and expenses for the three months ended December 31, 2022, and 2021 is $10,500 and $14,663, respectively.

Investor relations fee increased for the three months ended December 31, 2022, compared to the three months ended December 31, 2021. The increase was primarily a result of the Company engaging additional consultants as well the Company attending trade shows and conferences to expose the Company to potential investors.






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The following tables set forth key components of our balance sheet as of December 31, 2022, and September 30, 2022.





                                              December 31,       September 30,
                                                  2022               2022

Current Assets                               $      175,263     $       788,019

Property and Equipment                       $      111,086     $       122,990

Total Assets                                 $      286,349     $       911,009

Current Liabilities                          $      517,990     $       449,217

Total Liabilities                            $      517,990     $       449,217
Stockholders' Equity (Deficit)               $     (231,641 )   $       461,792

Total Liabilities and Stockholders' Equity   $      286,349     $       911,009

Liquidity and Capital Resources

As of December 31, 2022, we had limited operating capital. Our current capital and our other existing resources will not be sufficient to provide the working capital needed for our current business Additional capital will be required to meet our obligations, and to further expand our business. We may be unable to obtain the additional capital required. Our inability to generate capital or raise additional funds when required will have a negative impact on our business development and financial results. These conditions raise substantial doubt about our ability to continue as a going concern as well as our recurring losses from operations and the need to raise additional capital to fund operations. This "going concern" could impair our ability to finance our operations through the sale of debt or equity securities.

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As of December 31, 2022, the Company had an accumulated deficit of $28,975,715 and has also generated losses since inception. These factors, among others, raise substantial doubt about the ability of the Company to continue as a going concern.

As of December 31, 2022, we had cash of $143,341 compared to $755,122 at September 30, 2021. As of December 31, 2022, we had current assets of $175,263 and current liabilities of $517,990, which resulted in working capital deficiency of $342,727. The current liabilities are comprised of accounts payable, accounts payable-related parties, accrued expenses, deferred revenue and stock to be issued.

In December 2019, a novel strain of coronavirus (COVID-19) emerged. Because COVID-19 infections have been reported throughout the United States, certain federal, state and local governmental authorities have issued stay-at-home orders, proclamations and/or directives aimed at minimizing the spread of COVID-19. The ultimate impact of the COVID-19 pandemic on the Company's operations is unknown and will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the duration of the COVID-19 outbreak, new information which may emerge concerning the severity of the COVID-19 pandemic, and any additional preventative and protective actions that governments, or the Company, may direct, which may result in an extended period of continued business disruption, and reduced operations. Any resulting financial impact cannot be reasonably estimated at this time but it may have a material adverse impact on our business, financial condition and results of operations. Management expects that its business will be impacted to some degree, but the significance of the impact of the COVID-19 outbreak on the Company's business and the duration for which it may have an impact cannot be determined at this time.





Operating Activities


For the three months ended December 31, 2022, net cash used in operating activities was $611,781 compared to $522,310 for the three months ended December 31, 2021. For the three months ended December 31, 2022, our net cash used in operating activities was primarily attributable to the net loss of $1,100,708, adjusted by stock-based compensation of $407,275 and depreciation of $11,904. Net changes of $69,748 in operating assets and liabilities decreased the cash used in operating activities.






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For the three months ended December 31, 2021, our net cash used in operating activities was primarily attributable to the net loss of $1,164,106, adjusted by stock-based compensation of $455.985 and depreciation of $11,904. Net changes of $173,906 in operating assets and liabilities decreased the cash used in operating activities.





Investing Activities



For the three months ended December 31, 2022, and 2021, there was no cash used in investing activities.





Financing Activities


For the three months ended December 31, 2022, there were no financing activities. For the three months ended December 31, 2021, net cash provided by financing activities was $2,963,500, pursuant to the sale of 59,270,000 shares of Series F Preferred Stock at $0.05 per share.





Critical Accounting Policies


Our significant accounting policies are summarized in Note 3 of our financial statements. While all these significant accounting policies impact our financial condition and results of operations, we view certain of these policies as critical. Policies determined to be critical are those policies that have the most significant impact on our financial statements and require management to use a greater degree of judgment and estimates. Actual results may differ from those estimates. Our management believes that given current facts and circumstances, it is unlikely that applying any other reasonable judgments or estimate methodologies would cause an effect on our results of operations, financial position or liquidity for the periods presented in this report.





Accounts Receivable


The Company records accounts receivable at the time products and services are delivered. An allowance for losses is established through a provision for losses charged to expenses. Receivables are charged against the allowance for losses when management believes collectability is unlikely. The allowance (if any) is an amount that management believes will be adequate to absorb estimated losses on existing receivables, based on evaluation of the collectability of the accounts and prior loss experience.





Property and Equipment


Property and equipment are stated at cost, and depreciation is provided by use of a straight-line method over the estimated useful lives of the assets.

The Company reviews property and equipment for potential impairment whenever events or changes in circumstances indicate that the carrying amounts of assets may not be recoverable. The estimated useful lives of property and equipment is as follows:





  Vehicles and equipment 5 years
  Software               3 years




Revenue Recognition



Effective January 1, 2018, the Company adopted ASC 606 - Revenue from Contracts with Customers. Under ASC 606, the Company recognizes revenue from the commercial sales of products by: (1) identify the contract (if any) with a customer; (2) identify the performance obligations in the contract (if any); (3) determine the transaction price; (4) allocate the transaction price to each performance obligation in the contract (if any); and (5) recognize revenue when each performance obligation is satisfied. The Company has no outstanding contracts with any of its' customers. The Company recognizes revenue when title, ownership, and risk of loss pass to the customer, all of which occurs upon shipment or delivery of the product and is based on the applicable shipping terms.






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Stock-Based Compensation



The Company accounts 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.





Earnings (Loss) Per Share


The Company computes net loss per share in accordance with FASB ASC 260, "Earnings per Share." ASC 260 requires presentation of both basic and diluted earnings per share (EPS) on the face of the statement of operations. Basic EPS is computed by dividing net income (loss) available to common shareholders by the weighted average number of common shares outstanding during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period including stock options, using the treasury stock method, and convertible notes and stock warrants, using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options, warrants and conversion of convertible notes. Diluted EPS excludes all dilutive potential common shares if their effect is anti-dilutive.

Off Balance Sheet Arrangements

We have no off-balance sheet arrangements including arrangements that would affect our liquidity, capital resources, market risk support and credit risk support or other benefits.

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