SecProbe.io

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 August 20, 2025

Gary Campbell
Chief Executive Officer
Cytta Corp.
5450 W Sahara Avenue, Suite 300A
Las Vegas, NV 89146

 Re: Cytta Corp.
 Form 8-K
 Filed July 11, 2025
 File No. 0-55976
Dear Gary Campbell:

 We have completed our review of your filing. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of Corporation
Finance
 Office of Technology
</TEXT>
</DOCUMENT>

<DOCUMENT>
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<TEXT>
 July 29, 2025

Gary Campbell
Chief Executive Officer
Cytta Corp.
5450 W Sahara Avenue, Suite 300A
Las Vegas, NV 89146

 Re: Cytta Corp.
 Form 8-K
 Filed July 11, 2025
 File No. 0-55976
Dear Gary Campbell:

 We have reviewed your filing and have the following comment.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 8-K filed on July 11, 2025
Item 4.02, page 2

1. We note you refer to discussions with your new auditors, Sadler Gibb. It
is not clear if
 you received notice from them that disclosure should be made to prevent
future
 reliance on your interim financial statements included in your December
31,
 2024 Form 10-Q. Accordingly, please amend your filing to:
 indicate whether you are filing under Item 4.02(a) or Item 4.02(b);
 disclose whether the Board of Directors, Committee of the Board of
Directors or
 authorized Officers concluded that your financial statements should
no longer be
 relied on; or
 disclose whether you were advised or notified that disclosure should
be made or
 action taken to prevent future reliance on previously issued
financial statements;
 disclose whether the audit committee, or the Board if no audit
committee, or
 authorized officers, discussed with Company s independent
accountant the
 matters being disclosed; and
 July 29, 2025
Page 2

 if you were advised or notified by your independent accountant
that disclosure
 should be made or action taken, file as an exhibit a copy of any
letter received
 from your accountant regarding disclosures being made by the
Company.

 We remind you that the Company and its management are responsible for
the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.

 Please contact Joseph Cascarano, Staff Accountant, at (202) 551-3376 or
Robert
Littlepage, Accountant Branch Chief, at (202) 551-3361 if you have questions
regarding this
comment.

 Sincerely,

 Division of
Corporation Finance
 Office of
Technology
</TEXT>
</DOCUMENT>

CORRESP
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cyca_corresp.htm

 5450 W Sahara Ave.

 Suite 300A

 Las Vegas, NV 89146

 702 900 7022 phone       Web Cytta.com

 August 9, 2022

 Attn:  Matthew Crispino & Jan Woo

 United States Securities and Exchange Commission

 Division of Corporation Finance

 Office of Technology

 100 F Street, N.E.

 Washington, DC 20549

      Re:

   Cytta Corp.

 Registration Statement on Form S-1

 Filed July 27, 2022

 File No. 333-266345

 Ladies and Gentlemen:

 The undersigned registrant (the “Registrant”) hereby requests that the Securities and Exchange Commission (the “Commission”) take appropriate action to cause the above-referenced Registration Statement on Form S-1 to become effective on Thursday, August 11, 2022, at 4:30 p.m. EDT, or as soon thereafter as is practicable.

 Sincerely,

 Cytta Corp.

 /s/ Gary Campbell

 Gary Campbell

 Chief Executive Officer

United States securities and exchange commission logo
August 8, 2022
Gary Campbell
Chief Executive Officer
Cytta Corp.
5450 W Sahara Avenue, Suite 300A
Las Vegas , NV 89146
Re:Cytta Corp.
Registration Statement on Form S-1
Filed July 27, 2022
File No. 333-266345
Dear Mr. Campbell:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Matthew Crispino, Staff Attorney, at (202) 551-3456 or Jan Woo, Legal
Branch Chief, at (202) 551-3453 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Lance Brunson

CORRESP
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cyca_corresp.htm

 5450 W Sahara Ave.

 Suite 300A

 Las Vegas, NV 89146

 702 900 7022 Phone Web Cytta.com

 October 28, 2021

 Attn: Priscilla Dao; Jeff Kauten; Kathryn Jacobson & Robert Littlepage

 United States Securities and Exchange Commission

 Division of Corporation Finance

 Office of Technology

 100 F Street, N.E.

 Washington, DC 20549

    Re:

   Cytta Corp.

   Amendment No. 3 to Registration Statement on Form S-1

   Filed October 18, 2021

   File No. 333-257458

 Ladies and Gentlemen:

 The undersigned registrant (the “Registrant”) hereby requests that the Securities and Exchange Commission (the “Commission”) take appropriate action to cause the above-referenced Registration Statement on Form S-1 to become effective on Tuesday, November 2, 2021, at 4:30 p.m., Eastern Daylight Time, or as soon thereafter as is practicable.

 Sincerely,

 Cytta Corp.

 /s/ Gary Campbell

 Gary Campbell

 President and Chief Executive Officer

CORRESP
1
filename1.htm

cyca_corresp.htm

 5450 W Sahara Ave.

 Suite 300A

 Las Vegas, NV 89146

 702 900 7022 phone Web Cytta.com

 October 18, 2021

 Attn: Priscilla Dao; Jeff Kauten; Kathryn Jacobson & Robert Littlepage

 United States Securities and Exchange Commission

 Division of Corporation Finance

 Office of Technology

 100 F Street, N.E.

 Washington, DC 20549

    Re:

   Cytta Corp.

   Amendment No. 2 to Registration Statement on Form S-1

 Filed October 1, 2021

 File No. 333-257458

 Ladies and Gentlemen:

 Cytta Corp. (the “Company”) provides the following response (the “Response Letter”) to the comments contained in the letter (the “Comment Letter”) of the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) dated October 14, 2021, relating to the above-referenced filing.

 In response to the following enumerated comments in the Comment Letter, we respectfully submit the following responses:

   1.

   We reissue prior comment 2. It appears some portion of the "Common stock issued and to be issued for cash" should be reported as a liability pending issuance of the underlying shares as of September 30, 2020. Please advise or revise. In addition, if applicable please

   ·

  update Note 3 to disclose the related restatement; and

   ·

  ask your auditor to address this matter in their audit report.

Response: We have edited the description on the Statement of Changes in Stockholders’ Equity for the Year Ended September 30, 2020. The amounts for stock to be issued have been reclassified as a liability. We have updated Note 3 to disclose the changes made to the related statement from Amendment No.1 to Amendment No. 2. The auditor’s report addresses this matter.

   2.

   We note the line items "Capital stock to be issued for cash" and "Capital stock to be issued for accounts payable" for the period ended June 30, 2020. It appears that these amounts should be reported as a liability instead of equity. Please advise or revise and update Note 3, as appropriate.

 Response: We have revised the respective Statement of Changes in Stockholders’ Equity and updated Note 3 as instructed.

 Thank you for your assistance and review.

 Sincerely,

 Cytta Corp.

 /s/ Gary Campbell

 Gary Campbell

 Chief Executive Officer

United States securities and exchange commission logo
October 14, 2021
Gary Campbell
Chief Executive Officer
Cytta Corp.
5450 W Sahara Avenue, Suite 300A
Las Vegas, NV 89146
Re:Cytta Corp.
Amendment No. 2 to Registration Statement on Form S-1
Filed October 1, 2021
File No. 333-257458
Dear Mr. Campbell:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our September 21, 2021 letter.
Amendment No. 2 to Registration Statement on Form S-1
Statements of Changes in Stockholders' Equity
Years Ended September 30, 2020 and September 30, 2019, page F-5
1.We reissue prior comment 2.  It appears some portion of the "Common stock issued and to
be issued for cash" should be reported as a liability pending issuance of the underlying
shares as of September 30, 2020.  Please advise or revise.  In addition, if applicable please
•update Note 3 to disclose the related restatement; and
•ask your auditor to address this matter in their audit report.

 FirstName LastNameGary Campbell
 Comapany NameCytta Corp.
 October 14, 2021 Page 2
 FirstName LastName
Gary Campbell
Cytta Corp.
October 14, 2021
Page 2
Statement of Changes in Stockholders' Equity (Unaudited)
The Nine Months Ended June 30, 2020, page F-18
2.We note the line items "Capital stock to be issued for cash" and "Capital stock to be issued
for accounts payable" for the period ended June 30, 2020.  It appears that these amounts
should be reported as a liability instead of equity.  Please advise or revise and update Note
3, as appropriate.
            You may contact Kathryn Jacobson, Senior Staff Accountant, at (202) 551-3365 or
Robert Littlepage, Accounting Branch Chief, at (202) 551-3361 if you have questions regarding
comments on the financial statements and related matters. Please contact Priscilla Dao, Staff
Attorney, at (202) 551-5997 or Jeff Kauten, Staff Attorney, at (202) 551-3447 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Lance Brunson

CORRESP
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cyca_corresp.htm

 5450 W Sahara Ave.

 Suite 300A

 Las Vegas, NV 89146

 702 900 7022 phone Web Cytta.com

 October 1, 2021

 Attn: Priscilla Dao; Jeff Kauten; Kathryn Jacobson & Robert Littlepage

 United States Securities and Exchange Commission

 Division of Corporation Finance

 Office of Technology

 100 F Street, N.E.

 Washington, DC 20549

    Re:

   Cytta Corp.

   Amendment No. 1 to Registration Statement on Form S-1

 Filed September 7, 2021

 File No. 333-257458

 Ladies and Gentlemen:

 Cytta Corp. (the “Company”) provides the following response (the “Response Letter”) to the comments contained in the letter (the “Comment Letter”) of the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) dated September 21, 2021, relating to the above-referenced filing.

 In response to the following enumerated comments in the Comment Letter, we respectfully submit the following responses:

   1.

   Please ask your auditors to refer to a restatement of your previously issued financial statements in their audit report.

Response: We have done so, and they have revised their audit report accordingly.

   2.

   It appears that the column total for "Stock to be Issued" should be presented as a liability in the respective balance sheets. Please advise or revise. Additionally, please comply with this comment in your interim balance sheets

 Response: We have revised the respective balance sheets as instructed.

   3.

   Please include a note to disclose the restatement of previously issued financial statements. Refer to ASC 250-10-50-7. Additionally, please label your primary 2020 financial statements as restated.

Response: We have revised the financial statements as instructed.

 Thank you for your assistance and review.

 Sincerely,

 Cytta Corp.

 /s/ Gary Campbell

 Gary Campbell

 Chief Executive Officer

United States securities and exchange commission logo
September 21, 2021
Gary Campbell
Chief Executive Officer
Cytta Corp.
5450 W Sahara Avenue, Suite 300A
Las Vegas, NV 89146
Re:Cytta Corp.
Amendment No. 1 to Registration Statement on Form S-1
Filed September 7, 2021
File No. 333-257458
Dear Mr. Campbell:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our July 26, 2021 letter.
Amendment No. 1 to Form S-1
Report of Registered Public Accounting Firm, page F-2
1.Please ask your auditors to refer to a restatement of your previously issued financial
statements in their audit report.
Statements of Changes in Stockholders Equity
Years ended September 30, 2020 and September 30, 2019, page F-5
2.It appears that the column total for "Stock to be Issued" should be presented as a liability
in the respective balance sheets. Please advise or revise. Additionally, please comply with
this comment in your interim balance sheets.

 FirstName LastNameGary Campbell
 Comapany NameCytta Corp.
 September 21, 2021 Page 2
 FirstName LastName
Gary Campbell
Cytta Corp.
September 21, 2021
Page 2
Notes to Financial Statements, page F-7
3.Please include a note to disclose the restatement of previously issued financial
statements. Refer to ASC 250-10-50-7. Additionally, please label your primary 2020
financial statements as restated.
            You may contact Kathryn Jacobson, Senior Staff Accountant, at (202) 551-3365 or
Robert Littlepage, Accounting Branch Chief, at (202) 551-3361 if you have questions regarding
comments on the financial statements and related matters. Please contact Priscilla Dao, Staff
Attorney, at (202) 551-5997 or Jeff Kauten, Staff Attorney, at (202) 551-3447 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Lance Brunson

CORRESP
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cyca_corresp.htm

 5450 W Sahara Ave.

 Suite 300A

 Las Vegas, NV 89146

 702 900 7022 phone Web Cytta.com

 September 7, 2021

 Attn: Priscilla Dao; Jeff Kauten; Kathryn Jacobson & Robert Littlepage

 United States Securities and Exchange Commission

 Division of Corporation Finance

 Office of Technology

 100 F Street, N.E.

 Washington, DC 20549

    Re:

   Cytta Corp.

 Registration Statement on Form S-1

 Filed June 28, 2021

 File No. 333-257458

 Ladies and Gentlemen:

 Cytta Corp. (the “Company”) provides the following response (the “Response Letter”) to the comments contained in the letter (the “Comment Letter”) of the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) dated July 26, 2021, relating to the above-referenced filing.

 In response to the following enumerated comments in the Comment Letter, we respectfully submit the following responses:

    1.

   Please revise the heading of this risk factor to clarify that three customers account for the majority of your revenues. Also, identify these customers and disclose the material terms of your agreements with these customers, including the term and termination provisions.

Response: We have revised the registration statement as instructed. Please note that in connection with the purchase orders referenced in the revised risk factor disclosure, the purchase orders did not create a binding obligation for Cytta to perform, and the only material terms therein were product and pricing terms which the Company considers valuable trade secret information, which the customers likely do not want to be disclosed publicly, and for which the Company would seek confidential treatment if necessary.

    2.

   Please disclose the range of high and low bid information for each full quarterly period within the two most recent fiscal years and the six months ended March 31, 2021. Refer to Item 201(a)(1)(iii) of Regulation S-K.

 Response: We have revised the registration statement as instructed.

    3.

   Please explain why cost of goods sold was 0% during the six months ended March 31, 2020. In this regard, we note that cost of goods sold was 49.6% for the 12 months ended September 30, 2020.

Response: We have revised the registration statement to include the requested explanation.

    4.

   Refer to your Statements of Operations on page F-15. Please provide a breakdown of expenses which total $855,737 included in "General and Administrative Expenses- Other."

 Response: We have revised the registration statement to include the requested expense breakdown.

    5.

   Your disclosure that you raised an additional $322,500 from the sale of 645,000 shares of Series E Preferred Stock at $0.05 per share is inconsistent with your disclosure elsewhere in the prospectus that you sold 6,450,000 shares of Series E Preferred Stock at $0.05 per share. Please revise or advise.

 Response: We have revised to reconcile the discrepancy.

    6.

   Please clarify whether FEMA is an existing customer of the Company or explain how it contributes materially to your business.

 Response: We have revised the registration statement as instructed.

    7.

  Please disclose the source for the list of firms seeking to enter the ISR technologies market.

 Response: We have revised the registration statement as instructed.

    8.

   Please briefly discuss the specific experience, qualifications, attributes, or skills that led to the conclusion that Messrs. Campbell and Stephansen should serve as directors. Refer to Item 401(e)(1) of Regulation S-K. Also, disclose the period during which Mr. Collins has served as an executive officer and his business experience during the past five years. Refer to Item 401 of Regulation S-K.

 Response: We have revised the registration statement as instructed.

    9.

   We note your statement that no officers or directors have been involved in certain legal proceedings during the past five years. Please disclose whether any officers or directors have been involved in such legal proceedings during the past ten years. Refer to Item 401(f) of Regulation S-K.

 Response: We have revised the registration statement as instructed.

  2

    10.

   Please disclose the agreement with a related party referred to in the risk factor on page 10 and file this agreement as an exhibit to your registration statement. Refer to Items 404(d) and 601(b)(10)(ii)(A) of Regulation S-K.

 Response: Such reference to a related party agreement was a typographical error, and we have revised the registration statement to remove the reference.

    11.

  Please state the relief sought by Plaintiff. Please refer to Item 103(a) of Regulation S-K.

 Response: We have revised the registration statement as instructed.

    12.

   You disclose here and in the undertakings section that your certificate of incorporation limits the liability of your directors and officers to the maximum extent permitted by Utah law. Please tell us why you refer to Utah law when it appears that the Company is incorporated in the State of Nevada.

 Response: We have revised the registration statement to remove the references Utah law.

    13.

  Please disclose the issuance of 2,750,000 shares of restricted common stock to consultants on May 17, 2021 described on page F-24.

 Response: We have revised the registration statement as instructed.

    14.

   Please disclose each capacity in which Mr. Campbell is signing the registration statement and clarify whether he is also signing the registration statement as the principal accounting officer. Refer to the signatures section of Form S-1.

 Response: We have revised the registration statement as instructed.

    15.

   Please separately present in the Statements of Operations revenues from related parties for all periods presented.

 Response: We had no revenues from related parties during any of the periods presented.

    16.

   Please discuss your vulnerability due to certain customer concentrations. We note on page 10 that three customers, including a related party, accounted for your total revenues as of March 31, 2021.

 Response: We have revised Note 3 to our financial statements as instructed.

    17.

   Please disclose the terms of the underlying agreement for the technology that you acquired from your CTO. Make clear how you accounted for its cost in the financial statements. We note that you issued 20 million shares valued at $.025 per share for such technology as disclosed hereunder and on page 48, and 9 million shares on January 2, 2019 (page 45). Also refer to Exhibit 10.5 Memorandum of Addendum to Technology Access Agreement in connection with your response.

 Response: We have revised the registration statement as instructed.

    18.

   Please supplementally provide us with copies of all written communications, as defined in Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf, present to potential investors in reliance on Section 5(d) of the Securities Act, whether or not they retain copies of the communications.

 Response: Neither we, nor any third parties authorized to do so on our behalf, have provided any “testing-the-waters” or other written communications to any potential investors since at least thirty (30) days prior to original filing of the registration statement.

  3

 Thank you for your assistance and review.

 Sincerely,

 Cytta Corp.

 /s/ Gary Campbell

 Gary Campbell

 Chief Executive Officer

  4

United States securities and exchange commission logo
July 26, 2021
Gary Campbell
Chief Executive Officer
Cytta Corp.
5450 W Sahara Avenue, Suite 300A
Las Vegas, NV 89146
Re:Cytta Corp.
Registration Statement on Form S-1
Filed June 28, 2021
File No. 333-257458
Dear Mr. Campbell:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-1
We have a single customer..., page 10
1.Please revise the heading of this risk factor to clarify that three customers account for the
majority of your revenues. Also, identify these customers and disclose the material terms
of your agreements with these customers, including the term and termination provisions.
Market for Common Equity and Related Stockholder Matters, page 14
2.Please disclose the range of high and low bid information for each full quarterly period
within the two most recent fiscal years and the six months ended March 31, 2021.  Refer
to Item 201(a)(1)(iii) of Regulation S-K.

 FirstName LastNameGary Campbell
 Comapany NameCytta Corp.
 July 26, 2021 Page 2
 FirstName LastName
Gary Campbell
Cytta Corp.
July 26, 2021
Page 2
Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations
For the Six-Month Periods Ended March 31, 2020 and 2021, page 19
3.Please explain why cost of goods sold was 0% during the six months ended March 31,
2020.  In this regard, we note that cost of goods sold was 49.6% for the 12 months ended
September 30, 2020.
4.Refer to your Statements of Operations on page F-15.  Please provide a breakdown of
expenses which total $855,737 included in "General and Administrative Expenses-
Other."
Liquidity and Capital Resources, page 20
5.Your disclosure that you raised an additional $322,500 from the sale of 645,000 shares of
Series E Preferred Stock at $0.05 per share is inconsistent with your disclosure elsewhere
in the prospectus that you sold 6,450,000 shares of Series E Preferred Stock at $0.05 per
share. Please revise or advise.
Business and Recent Developments
State & Federal (FEMA - Federal Emergency Management Agency), page 27
6.Please clarify whether FEMA is an existing customer of the Company or explain how it
contributes materially to your business.
ISR (Intelligence, Surveillance, and Reconnaissance) Marketplace, page 30
7.Please disclose the source for the list of firms seeking to enter the ISR technologies
market.
Management, page 33
8.Please briefly discuss the specific experience, qualifications, attributes, or skills that led to
the conclusion that Messrs. Campbell and Stephansen should serve as directors. Refer to
Item 401(e)(1) of Regulation S-K. Also, disclose the period during which Mr. Collins has
served as an executive officer and his business experience during the past five years. Refer
to Item 401 of Regulation S-K.

 FirstName LastNameGary Campbell
 Comapany NameCytta Corp.
 July 26, 2021 Page 3
 FirstName LastName
Gary Campbell
Cytta Corp.
July 26, 2021
Page 3
Term of Office, page 34
9.We note your statement that no officers or directors have been involved in certain legal
proceedings during the past five years. Please disclose whether any officers or directors
have been involved in such legal proceedings during the past ten years. Refer to Item
401(f) of Regulation S-K.
Certain Relationships and Related Transactions, page 37
10.Please disclose the agreement with a related party referred to in the risk factor on page 10
and file this agreement as an exhibit to your registration statement.  Refer to Items 404(d)
and 601(b)(10)(ii)(A) of Regulation S-K.
Legal Proceedings, page 41
11.Please state the relief sought by Plaintiff. Please refer to Item 103(a) of Regulation S-K.
Item 14. Indemnification of Directors and Officers, page 44
12.You disclose here and in the undertakings section that your certificate of incorporation
limits the liability of your directors and officers to the maximum extent permitted by Utah
law. Please tell us why you refer to Utah law when it appears that the Company is
incorporated in the State of Nevada.
Item 15. Recent Sales of Unregistered Securities, page 44
13.Please disclose the issuance of 2,750,000 shares of restricted common stock to consultants
on May 17, 2021 described on page F-24.
Signatures, page 52
14.Please disclose each capacity in which Mr. Campbell is signing the registration statement
and clarify whether he is also signing the registration statement as the principal accounting
officer.  Refer to the signatures section of Form S-1.
Financial Statements
Statement of Operations, page F-4
15.Please separately present in the Statements of Operations revenues from related parties for
all periods presented.

 FirstName LastNameGary Campbell
 Comapany NameCytta Corp.
 July 26, 2021 Page 4
 FirstName LastName
Gary Campbell
Cytta Corp.
July 26, 2021
Page 4
Note 3 - Summary of Significant Accounting Policies
Concentration of Credit Risk, page F-10
16.Please discuss your vulnerability due to certain customer concentrations. We note  on
page 10 that three customers, including a related party, accounted for your total revenues
as of March 31, 2021.
Note 6 - Stockholders' Equity, page F-12
17.Please disclose the terms of the underlying agreement for the technology that you acquired
from your CTO. Make clear how you accounted for its cost in the financial statements.
We note that you issued 20 million shares valued at $.025 per share for such technology as
disclosed hereunder and on page 48, and 9 million shares on January 2, 2019 (page 45).
Also refer to Exhibit 10.5 Memorandum of Addendum to Technology Access Agreement
in connection with your response.
General
18.Please supplementally provide us with copies of all written communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf,
present to potential investors in reliance on Section 5(d) of the Securities Act, whether or
not they retain copies of the communications.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Kathryn Jacobson, Senior Staff Accountant, at (202) 551-3365 or
Robert Littlepage, Accounting Branch Chief, at (202) 551-3361 if you have questions regarding
comments on the financial statements and related matters.  Please contact Priscilla Dao, Staff
Attorney, at (202) 551-5997 or Jeff Kauten, Staff Attorney, at (202) 551-3447 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Lance Brunson

Mail Stop 4561         M a y  5 ,  2 0 1 0   Mr. Stephen Spalding President, Chief Executive Officer  and Chief Financial Officer
Cytta Corp.  905 Ventura Way Mill Valley, CA  94941
Re: Cytta Corp.
 Form 10-K for the Fiscal Year ended September 30, 2009  Filed January  13, 2010
 File No. 333-139699

Dear Mr. Spalding:

We have completed our review of your Fo rm 10-K and related filings and have no
further comments at this time on the specific issues raised.

Sincerely,

Stephen Krikorian Accounting Branch Chief

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<TEXT>
                               [Cytta Corp Logo]
                     905 Ventura Way, Mill Valley, Ca 94941
                      (415) 860-5192 phone 888 845 4869 fax

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
100 F Street, N.E.
Washington, D.C. 20549-4561
Attn: Ryan Rohn,
Division of Corporation Finance
Telephone Number: (202) 551-3739
Fax Number: (703) 813-6981

April 7th, 2010

Re:  Cytta Corp. Form 10-K for the Fiscal Year ended September 30, 2009 Filed
     January 13, 2010 File No. 333-139699

1. Further to your letter dated February 17th, 2010 wherein you query, "We note
that the address for your largest shareholder, Lifespan, Inc., is also the same
address that your independent registered public accounting firm as registered
with the Public Company Accounting Oversight Board. Please advise."

Our largest shareholder, Lifespan, Inc., is a Nevada Corporation who utilizes a
Resident/Registered Agency firm in Nevada whose physical address for Service of
Process is 6490 W Desert Inn Rd. Las Vegas, NV 89146. They also used that same
address as their permanent mailing address for a period in 2009. Their permanent
mailing address was changed to 40318 Barington Dr. Palm Desert, Ca 92211 in
August of 2009, although their address for service remains the same.

As to Seale & Beers, our now former auditors, we are advised they, for a period
in the summer of 2009, had a physical presence in the office building at the
address of 6490 W Desert Inn Rd. Las Vegas, NV 89146 and moved to their current
address 50 S. Jones Blvd., Ste. 201, Las Vegas, NV 89107 sometime in the fall of
2009. We have no knowledge as to why this information is not current with the
PCAOB. As we said, they are our Former Auditors.

2. Further to your second query "We note that you have not provided the complete
language in paragraph 4 of your certifications. Tell us how you considered
disclosing your responsibility for establishing and maintaining internal control
over financial reporting. Refer to Item 601(b) (31)(i) of Regulation S-K."

<PAGE>
Thank you for pointing out this omission in our Exhibit 31.1/31.2 as filed with
our September 30, 2009 Form 10-K. We will be filing an amended Form 10K/A
containing this revised disclosure in paragraph 4 of Exhibit 31.1/31.2 as set
out below if this is acceptable.

4. "I am responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and
internal control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the registrant and have:"

Please advise if this is acceptable.

3. As requested in your letter, the Company also acknowledges 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 defence in any
          proceeding initiated by the Commission or any person under the federal
          securities laws of the United States.

Please advise if we can be of further assistance.

Yours truly,

/s/ Stephen Spalding
-------------------------
Stephen Spalding, CEO/CFO
Cytta Corp

Cc Mr. G. Campbell President

</TEXT>
</DOCUMENT>

Mail Stop 4561         February 17, 2010  Mr. Stephen Spalding President, Chief Executive Offi cer and Chief Financial Officer
Cytta Corp. 905 Ventura Way Mill Valley, CA  94941
Re: Cytta Corp.
 Form 10-K for the Fiscal Year ended September 30, 2009
Filed January  13, 2010
 File No. 333-139699

Dear Mr. Spalding:

We have reviewed the above-referenced filing and have the following comments.
Please note that we have limited our review to only your financial statements and related disclosures and do not intend to expand our review to other portions of your document.  If indicated, we think you should revise 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 detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with supplemental information so we may better understand your disclosure.  After reviewing 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 10-K for the Fiscal Year ended September 30, 2009

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters
 1. We note that the address listed for your larg est shareholder, Lifespan, Inc., is also
the same address that your independent registered public accounting firm has registered with the Public Company Acc ounting Oversight Board.  Please advise.

Mr. Stephen Spalding
Cytta Corp.
February 17, 2010 Page 2

Exhibit 31.1/31.2
 2. We note that you have not provided the co mplete language in paragraph 4 of your
certifications.  Tell us how you considered disclosing your responsibility for establishing and maintaining internal c ontrol over financial reporting.  Refer to
Item 601(b)(31)(i) of Regulation S-K.

* * * * * * *

Please respond to these comments within  10 business days or tell us when you
will provide us with a response.  Please  submit all correspondence and supplemental
materials on EDGAR as required by Rule 101 of Regulation S-T.  If you amend your
filing(s), you may wish to provide us with marked copies of any amendment to expedite our review.  Please furnish a cover letter that keys your response 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 any
amendment and your response to our comments.
 We urge all persons who are responsible 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
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.

Mr. Stephen Spalding
Cytta Corp.  February 17, 2010 Page 3
You may contact Ryan Rohn, Staff Accountant, at (202)  551-3739 or me at (202)
551-3730 if you have any questions re garding the above comments.
        S i n c e r e l y ,           Stephen Krikorian
Accounting Branch Chief

Mail Stop 4561         M a r c h  9 ,  2 0 0 9   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 File No. 333-139699

Dear Mr. Smith:

We have completed our review of your Form 8-K and have no further comments
at this time on the specific issues raised.             S i n c e r e l y ,

         Stephen Krikorian         A c c o u n t i n g  B r a n c h  C h i e f

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

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