SecProbe.io

CORRESP
1
filename1.htm

    LETTER TO SEC

        Michael K. Hair,
P.C.

        Attorney at Law

        7407 E. Ironwood
Court

        Scottsdale, Arizona
85258

        Telephone:  (480)
443-9657

        Fax:
 (480) 443-1908

        March 4, 2009

        SENT VIA EDGAR AND
FACSIMILE

      Securities
and Exchange Commission

      Division
of Corporation Finance

      100 F
Street, N.E.

      Washington,
D.C. 20549

    Attn:  Stephen
Krikorian

       Accounting
Branch Chief

    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. Krikorian:

      On behalf
of CYTTA Corp. (the “Company”), set forth below are the Company’s responses to
the Staff’s comment letter dated February 25, 2009, with respect to the
above-referenced reports of the Company. We have reproduced the Staff’s comment
and have followed the comment with the Company’s response. References in this
letter to “we,”“our” or “us” mean the Company or its advisors, as the context
may require.

    Form 8-K filed February 23,
2009

    Comment:

    1.
It would appear that as a result of the advisement from your independent
accountant, you are required to provide disclosure 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 the 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.

    Response:

    In
response to the Staff's comment, the Form 8-K has been amended to include the
independent account's letter requested.

      Securities
and Exchange Commission

      Division
of Corporation Finance

      Re: CYTTA Corp.

      March 4, 2009

      Page 2

      Comment:

    2.
Please amend your filing to disclose whether the audit committee, or the board
of directors in the absence of an audit committee, or authorized officer or
officers, discussed with your independent accountant the matters disclosed in
your Form 8-K, as required by Item 4.02(b)(4) to the Form 8-K.

    Response:

    In
response to the Staff's comment, the Form 8-K has been amended to include the
disclosure requested.

    Form 10-Q/A for the
Quarterly Period Ended December 31, 2008

    Comment:

    3.
Your disclosure on page 15 indicates that “as of December 31, 2008…the Chief
Executive Officer and Chief Financial Officer concluded that the Company’s
disclosure controls and procedures were ineffective.”  However, you
also disclose on page 15 that your “Chief Executive Officer and Chief Financial
Officer have concluded that the Company’s disclosure controls 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
inconsistency in the disclosure would lead to an ineffective conclusion on
disclosure controls and procedures.

    Response:

      In
response to the Staff's comment, Item 4T, Controls and Procedures, of the Form
10-Q/A has been amended in its entirety, as set forth below, to include the
disclosure requested:

                                    Item
      4T.

                                    Controls and
      Procedures.

                                    Our
management has responsibility for establishing and maintaining adequate internal
control over financial reporting for us. Our management uses a framework for
establishing these internal controls. This framework includes review of
accounting detailed records on at least a quarterly basis by our senior officers
and a third party service provider. This review process includes review of
significant accounting records and source documents, such as general journal
entry records, accounts payable records, and monthly bank statement
reconciliations. Documentary records are kept of this review
process.

                                            Securities
and Exchange Commission

                                            Division
of Corporation Finance

                                            Re: CYTTA Corp.

                                            March 4, 2009

                                            Page 3

                                    The
controls and procedures for our disclosure as well as our internal controls over
financial reporting are processes designed by, or under the supervision of, the
chief executive and chief financial officers, and effected by the Board of
Directors, management and other personnel, to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally accepted
accounting principles. The Company carried out an evaluation, under the
supervision and with the participation of the Company’s management, including
its Chief Executive Officer and Chief Financial Officer, of the effectiveness,
as of December 31, 2008, of the design and operation of the Company’s disclosure
controls and procedures pursuant to Exchange Act Rule 13a-15(e). Based upon that
evaluation, the Chief Executive Officer and Chief Financial Officer concluded
that the Company’s disclosure controls and procedures were ineffective to ensure
that the information we are required to disclose in reports that we file or
submit under the Securities and Exchange Act of 1934 is recorded, processed,
summarized and reported within the time periods specified in Securities and
Exchange Commission rules and forms.  Specifically,
the Company identified a material weakness due to a lack of sufficient personnel
with appropriate knowledge of generally accepted accounting principles (“GAAP”)
and, therefore, a lack of sufficient analysis and documentation of the proper
application of GAAP to all Company transactions.  Company management
plans to hire additional experienced personnel or a third party service provider
to eliminate this material weakness, if substantial funding can be obtained in
the future.  Notwithstanding,
the existence of the material weakness described above, management believes that
the consolidated financial statements in this Form 10-Q fairly present, in all
material respects, the Company’s financial positions for the periods and
dates presented.

                                    There
have been no changes in our internal control over financial reporting during the
quarter ended December 31, 2008 that have materially affected, or are reasonably
likely to materially affect, the Company’s internal control over financial
reporting.

      We hope
that the information contained in this letter satisfactorily addresses the
comments by the Staff.  Please direct any questions, requests for
additional documentation or comments to the undersigned by telephone at (480)
443-9657, or by facsimile at (480) 443-1908.

                        Very
      truly yours,

                        Michael
      K. Hair, P.C.

                        By:

                        /s/
      Michael K. Hair

                        Michael
      K. Hair, President

                    cc:

                    CYTTA
      Corp.

                    Michael
      Moore, Moore & Associates,
Chartered

          Exhibit A

          COMPANY
ACKNOWLEDGMENT

          In
connection with responding to the Commission’s comment letter dated February 25,
2009, CYTTA Corp. (the “Company”) acknowledges that:

                      1.

                    The
      Company is responsible for the adequacy and accuracy of the disclosure in
      the filings;

                      2.

                    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

                      3.

                    The
      Company may not assert staff comments as a defense in any proceeding
      initiated by the Commission or any person under the federal securities
      laws of the United States.

          Dated:  March 4, 2009

                      CYTTA
      CORP.

                      By:

                      /s/
      G. Richard Smith

                      G.
      Richard Smith

                        President,
      Chief Executive Officer

                        and
      Chief Financial Officer