SecProbe.io

Mail Stop 4561         February 25, 2009  G. Richard Smith Chief Executive Officer Cytta Corp.  16857 E. Saguaro Blvd Fountain Hills, Arizona 85268
Re: Cytta Corp.
Form 8-K filed on February 23, 2009 Form 10-Q/A for the Quarterly Period Ended December 31, 2008 File No. 333-139699

Dear Mr. Smith:
 We have reviewed your filings and have the following comments.  Where
indicated, we think you should re vise your document in response to these comments.  If
you disagree, we will consider your explanation as to why our comment is inapplicable or
a revision is unnecessary.  Please be as deta iled as necessary in your explanation.  In
some of our comments, we may ask you to provi de us with more information so we may
better understand your disclosure.  After re viewing this information, we may raise
additional comments.
  Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our  comments or any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.
 Form 8-K filed February 23, 2009

 1. It would appear that as a result of the advisement from your independent
accountant, you are required to provide di sclosure under paragraph (b) of Item
4.02 pursuant to Form 8-K.  As a result, you must amend your Form 8-K by filing the independent accountant’s letter addressed to the Commission stating whether
the independent accountant agrees with th e statements made by you in this Item
4.02 and, if not, stating the respects in which it does not agree.  This letter must be
filed as an exhibit to the amended Form 8-K no later than two business days after
your receipt of the letter.  We refer you to paragraph (c) of Item 4.02 pursuant to
Form 8-K.

G. Richard Smith
Cytta Corp. February 25, 2009 Page 2  2. Please amend your filing to disclose whethe r the audit committee, or the board of
directors in the absence of an audit comm ittee, or authorized officer or officers,
discussed with your independent accountan t the matters disclosed in your Form 8-
K as required by Item 4.02 (b) (4) to the Form 8-K.
 Form 10-Q/A for the Quarterly Period Ended December 31, 2008

 3. Your disclosure on page 15 indicates that “as of December 31, 2008…the Chief
Executive Officer and Chief Financial O fficer concluded that the Company’s
disclosure controls and procedures were ineffective.”  However, you also disclose
on page 15 that your “Chief Executive O fficer and Chief Financial Officer have
concluded that the Company’s disclosure c ontrols and procedures and its internal
controls and procedures are effective at providing [a] reasonable level of
assurance.”  Please amend your filing to remedy this inconsistency.  Note that it would appear to the Staff that this inconsis tency in the disclosure would lead to an
ineffective conclusion on disclo sure controls and procedures.

* * * * * * *

 As appropriate, please amend your filing and respond to these comments within
five business days or tell us when you will provide us with a response.  You may wish to
provide us with marked copies of the amendm ent to expedite our review.  Please furnish
a cover letter with your amendment that keys your responses to our comments and
provides any requested information.  Detailed co ver letters greatly faci litate our review.
Please understand that we may have addi tional comments after reviewing your
amendment and responses to our comments.    We urge all persons who are responsi ble for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
  In connection with responding to our comments, please provide, in writing, a
statement from the company acknowledging that:  ‚ the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;
‚ staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and

‚ the company may not assert staff comments as a defense in any proceeding initiated

G. Richard Smith
Cytta Corp. February 25, 2009 Page 3
by the Commission or any person under the federal securities laws of the United States.
 In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

If you have any questions, please call Jason Niethamer at (202) 551- 3855.

Sincerely,  /s/ Stephen Krikorian  Stephen Krikorian Accounting Branch Chief