UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, D.C. 20549

FORM 10-K

☒	Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the fiscal year ended September 30, ~~2023~~2024

☐	Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from __________ to __________

Commission file number 333-257458

CYTTA CORP.

(Exact name of registrant as specified in its charter)

Nevada

7389

98-0505761

(State or Other Jurisdiction of

Incorporation or Organization)

(Primary Standard Industrial

Classification Number)

(IRS Employer

Identification Number)

5450 W Sahara Ave Suite 300A

Las Vegas, NV 89146

(702) 900-7022

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Securities registered under Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Not applicable.		Not applicable.		Not applicable.

Securities registered pursuant to Section 12(g) of the Act: Common Stock, $0.001 par value

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (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 (or for 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 ☒ No ☐

Indicated by check mark whether the registrant has submitted electronically, if any, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. :

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated Filer	☒	Smaller reporting company	☒
Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use to the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 USC. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The aggregate market value of the registrant’s common stock held by non-affiliates on March 31, ~~2023~~2024, was $1610,~~191~~325,~~132~~640 (computed using the closing price of the common stock on March 31, ~~2023~~2024, as reported by OTCMarkets.com).

As of January 1014, ~~2024~~2025, ~~434~~469,~~718~~877,~~920~~826 shares of common stock of the registrant were outstanding.

Table of Contents

		Page
PART I
Item 1	Business	4
Item 1A	Risk Factors	8
Item 1B	Unresolved Staff Comments	14
Item 2	Properties	14
Item 3	Legal Proceedings	15
Item 4	Mine Safety Disclosures	15
PART II
Item 5	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	16
Item 6	Selected Financial Data	1917
Item 7	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2017
Item 7A	Quantitative and Qualitative Disclosures About Market Risk	2422
Item 8	Financial Statements and Supplementary Data	2422
Item 9	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	2422
Item 9A	Controls and Procedures	2422
Item 9B	Other Information	2524
PART III
Item 10	Directors, Executive Officers and Corporate Governance	2625
Item 11	Executive Compensation	2927
Item 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	3230
Item 13	Certain Relationships and Related Transactions, and Director Independence	3332
Item 14	Principal Accountant Fees and Services	3433
PART IV
Item 15	Exhibits and Financial Statement Schedules	3533
	Signatures	3635

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements. The Securities and Exchange Commission (the “SEC”) encourages companies to disclose forward-looking information so that investors can better understand a company’s future prospects and make informed investment decisions. This report and other written and oral statements that we make from time to time contain such forward-looking statements that set out anticipated results based on management’s plans and assumptions regarding future events or performance. We have tried, wherever possible, to identify such statements by using words such as “project”, “believe”, “anticipate”, “plan”, “expect”, “estimate”, “intend”, “should”, “would”, “could”, or “may”, or other such words, verbs in the future tense and words and phrases that convey similar meaning and uncertainty of future events or outcomes to identify these forward–looking statements. There are a number of important factors beyond our control that could cause actual results to differ materially from the results anticipated by these forward–looking statements. While we make these forward–looking statements based on various factors and using numerous assumptions, you have no assurance the factors and assumptions will prove to be materially accurate when the events they anticipate actually occur in the future. Factors that could cause our actual results of operations and financial condition to differ materially are discussed in greater detail under Item 1A, “Risk Factors” of this annual report on Form 10-K.

The forward–looking statements are based upon our beliefs and assumptions using information available at the time we make these statements. We caution you not to place undue reliance on our forward–looking statements as (i) these statements are neither predictions nor guaranties of future events or circumstances, and (ii) the assumptions, beliefs, expectations, forecasts and projections about future events may differ materially from actual results. We undertake no obligation to publicly update any forward–looking statement to reflect developments occurring after the date of this report.

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PART I

Item 1. Description of Business

Organization

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. Since 2014, Cytta has focused on developing and marketing advanced streaming and integrated communication products, using technology based upon the SUPR (Superior Utilization of Processing Resources) video compression codec/algorithm and our IGAN (Incident Global Area Network) incident command proprietary software solutions. Cytta currently develops, markets, and distributes proprietary video streaming products and services that improve how video is streamed, consumed, transferred, and stored in enterprise environments.

The Company's proprietary CyttaCOMMS incident management software system offers real-time integration of video and audio streams, enabling improved collaboration and providing ongoing, relevant, actionable intelligence. ~~Their~~Cytta’s innovative new product, CyttaCARES, is a game-changer in ensuring the safety and well-being of individuals in educational institutions and beyond. Cytta's CyttaCOMP ISTAR (Intelligence, Surveillance, Target Acquisition and Reconnaissance) technology delivers real-time compression of video streams with ultra-low latency, even in low bandwidth environments in conjunction with their compression Licensee Reticulate Micro, Inc.

WeCytta’s ~~also~~proprietary ~~offer~~SUPR aIntelligence, ~~combination~~Surveillance ofand ~~technical~~Reconnaissance ~~and~~(ISR) ~~consulting~~technology ~~services~~designated CyttaCOMP, ~~proprietary~~is ~~software~~now ~~products~~licensed to Reticulate Micro, ~~hardware~~Inc., ~~products~~CyttaCOMP, ~~utilizing~~is at the core of our ~~software~~products and ~~system~~is ~~integration~~the ~~team~~most topotent ~~meet~~software ~~the~~compression ~~needs~~codec ofcommercially ~~customers~~available. ~~Cytta~~CyttaCOMP ~~places~~is ~~extreme~~explicitly ~~value~~designed onfor ~~satisfying~~realtime ~~our~~streaming ~~customers’~~of ~~needs~~HD, ~~with~~4K, ~~innovative~~and ~~well-engineered,~~higher ~~high-quality~~resolution ~~products~~video while requiring only limited bandwidth and ~~service~~minimal ~~solutions~~computational resources.

Cytta’s ~~proprietary~~CyttaCOMMS ~~SUPR~~(formerly ~~Intelligence,~~IGAN ~~Surveillance~~Incident ~~and~~Command ~~Reconnaissance~~System (~~ISR~~ICS) ~~technology~~system) ~~designated~~seamlessly ~~CyttaCOMP,~~streams isand ~~now~~integrates ~~licensed~~all toavailable ~~Reticulate~~video ~~Micro~~and audio sources during emergencies, ~~Inc~~enabling sharing of multiple video and audio inputs., ~~CyttaCOMP,~~The isCytta atCOMMS product was introduced into the ~~core~~market in the last quarter of ~~our~~2024. ~~products~~The ~~and~~CyttaCOMMS online software platform is ~~the~~fully ~~most~~SaaS ~~potent~~based ~~software~~with ~~codec~~no ~~commercially~~hardware ~~available~~components. ~~CyttaCOMP~~CyttaCOMMS isintroduces ~~explicitly~~immediate ~~designed~~real-time video and audio situational awareness, which is valuable for ~~realtime~~police, ~~streaming~~firefighters, offirst HDresponders, 4Kemergency medical workers, industry, environmental and ~~higher~~emergencies, ~~resolution~~security, military, and all their command centers in any emergency. The proprietary IGAN software technology powers, Cytta’s SaaS Based COMMS system and creates an integrated communications platform which seamlessly streams all available video ~~while~~and ~~requiring~~audio ~~only~~sources ~~limited~~in ~~bandwidth~~all critical situations, for first responders enabling real time event and ~~minimal~~interactive ~~computational~~mapping ~~resources~~information. Also based upon the IGAN technology, Cytta’s CyttaCARES (Crisis Alert and Response Emergency System) system is an innovative SAAS solution designed to enhance safety and security in educational institutions especially during emergency situations. This comprehensive system provides real-time alerts, rapid two-way secure video communication, and efficient response coordination with live location tracking to emergency response teams.

~~Cytta’s~~We ~~IGAN~~have ~~Incident~~created ~~Command~~advanced ~~System (ICS) system seamlessly streams and integrates all available~~ video ~~and~~compression ~~audio sources during emergencies~~(SUPR), ~~enabling sharing of multiple~~ video ~~and~~ /audio ~~inputs.~~streaming ~~The IGAN ICS introduces immediate real-time video~~ and ~~audio~~collaboration ~~situational~~software ~~awareness~~(CyttaCOMMS), ~~which~~and isschool ~~valuable~~and ~~for~~institution ~~police,~~safety ~~firefighters, first responders, emergency medical workers, industry, environmental~~ and ~~emergencies,~~ security, ~~military,~~software ~~and~~systems ~~all~~(CyttaCARES) ~~their~~that ~~command~~solve ~~centers~~real inworld ~~any emergency.The IGAN technology powers~~streaming, ~~Cytta’s~~safety ~~SaaS Based COMMS system creates an integrated communications platform which seamlessly streams all available video~~ and ~~audio~~security ~~sources~~problems ~~in all critical situations,~~ for ~~first~~multiple ~~responders~~institutions ~~enabling real time event~~ and ~~interactive mapping information~~organizations. ~~Also~~We ~~based~~believe ~~upon~~our ~~the~~products ~~IGAN~~will ~~technology,~~enable ~~Cytta’s CARES (Crisis Alert~~ and ~~Response~~empower ~~Emergency~~the ~~System)~~world ~~system~~to isconsume anhigher ~~innovative~~quality ~~SAAS~~video ~~solution~~anywhere, ~~designed~~anytime towhile ~~enhance~~providing unparallelled safety and security ~~in educational institutions especially during emergency situations~~. ~~This comprehensive system provides real-time alerts, rapid two-way secure video communication, and efficient response coordination with live location tracking to emergency response teams.~~

We have created advanced video compression, video/audio collaboration software, and portable hardware systems that solve real world problems in large markets. We believe our products will enable and empower the world to consume higher quality video anywhere, anytime. Our ultimate goal is to deliver such high-quality video that it is not discernible from reality with the naked eye creating ‘Reality Delivered’ for the Metaverse.

Our corporate website is located at http://cytta.com/, and the contents of our website are expressly not incorporated herein.

Corporate Matters

On September 30, 2020, the Company filed an Amended and Restated Certificate of Designation with the State of Nevada of the Company’s Series D Preferred Stock. Under the terms of the Amendment to Certificate of Designation of Series D Preferred Stock, 50,000 shares of the Company’s preferred shares are designated as Series D Preferred Stock. Each share of Series D Preferred Stock is convertible into one share of fully paid and non-assessable Common Stock. For so long as any shares of the Series D Preferred Stock remain issued and outstanding, the Holders thereof, voting separately as a class, shall have the right to vote on all shareholder matters equal to two times the sum of all the number of shares of other classes of Corporation capital stock eligible to vote on all matters submitted to a vote of the stockholders of the Corporation. On September 30, 2020, the Company issued 50,000 shares of Series D preferred Stock to a Company controlled by the Company’s CEO, in satisfaction of $1,347,894 of capital stock to be issued. As of September 30, ~~2023~~2024, and ~~2022~~2023, there were 50,000 shares of Series D Preferred Stock issued and outstanding.

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On June 2, 2021, the Company filed a Certificate of Designation with the State of Nevada. Under the terms of the Certificate of Designation 13,650,000 (as amended on June 10, 2021) were designated as Series E Preferred Stock. Each share of Series E Preferred Stock is convertible into one share of fully paid and non-assessable Common Stock at any time by the holder. For so long as any shares of the Series E Preferred Stock remain issued and outstanding, the Holders thereof, voting separately as a class, shall have the right to vote one share on all matters submitted to a vote of the stockholders of the Corporation. ~~During the year ended September 30, 2021, the Company sold 13,650,000 shares of Series E Preferred Stock at $0.05 per share and received $682,500.~~ As of September 30, ~~2021~~2024, ~~there were 13,650,000 shares of Series E Preferred Stock issued~~ and ~~outstanding. During the year ended September 30, 2022, the Company converted the 13,650,000 shares of Series E Preferred Stock to 13,650,000 shares of common stock. As of September 30,~~ 2023, ~~and 2022,~~ there were no shares of Series E Preferred stock issued and outstanding.

On November 24, 2021, the Company filed a Certificate of Designation with the State of Nevada. Under the terms of the Certificate of Designation 59,270,000 were designated as Series F Preferred Stock. Each share of Series F Preferred Stock is convertible into one share of fully paid and non-assessable Common Stock at any time by the holder. For so long as any shares of the Series F Preferred Stock remain issued and outstanding, the Holders thereof, voting separately as a class, shall have the right to vote one share on all matters submitted to a vote of the stockholders of the Corporation. The Series F Preferred Stock automatically converts to common stock after the shares of common stock closing market price is at least $0.20 for twenty (20) consecutive trading days. During the year ended September 30, 2022, the Company sold 59,270,000 shares of Series F Preferred Stock at $0.05 per share and received proceeds of $2,963,750, and during the year ended September 30, 2022, the Company converted the 59,270,000 shares of Series F Preferred Stock to 59,270,000 shares of common stock. As of September 30, ~~2023~~2024, and ~~2022~~2023, there were no shares of Series F Preferred Stock issued and outstanding.

Products

~~SUPR~~CyttaCOMP (formerly SUPR- Superior Utilization of Processing Resources) Product ~~(CyttaCOMP)~~

Cytta’s proprietary, secure video compression technology offers, what we believe is, superior streaming in HD/4K/8K as compared to common open standard codec/algorithms and is licensed to Reticulate Micro, Inc. ~~SUPR~~CyttaComp is an entirely unique, ground-up design that is a patented software codec/algorithm for video compression, which operates differently from MPEG-based codec/algorithms (H.264, H.265, VP9). ~~SUPR~~CyttaCOMP performs exceptionally well in bandwidth-challenged environments where other video compression solutions cannot operate or do so poorly.

~~SUPR~~CyttaCOMP delivers video streaming for airborne ISR (Intelligence, Surveillance, and Reconnaissance) applications including environments where video streams are transmitted beyond line-of-sight. By utilizing a ~~SUPR~~CyttaCOMP-enabled encoder onboard an aircraft, video can be securely streamed in high-definition to a ~~SUPR~~CyttaCOMP-enabled decoder. Compared to MPEG-based video compression solutions, ~~SUPR~~CyttaCOMP offers the following technological advantages:

·• Clear and superior imagery in lower bandwidths ·• Lossless video stream ·• Lower video latency ·• Proprietary video stream ·• Fewer instances of blocking artifacts and pixilation issues as compared to MPEG-based codec/algorithms (H.264, H.265, VP9) and alternatives ·• Processor operates more efficiently (~~SUPR~~CyttaCOMP utilizes only 2% of calculations per pixel vs. MPEG-based codec/algorithms (H.264, H.265, VP9) ·• Computer runs cooler during compression due to less processor-intense operation

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On August 9, 2022, the Company signed an Intellectual Property License Agreement (the “IPLA”) with Reticulate Micro, Inc. (“RM”). Pursuant to the ten-year term (the “Term”) of IPLA, RM agreed to issue to the Company 5,100,000 shares of RM’s Class A Common Stock and a royalty of 5% of net sales during the Term in exchange for the licensing of the Company’s technology related to its’ SUPR ISR (the Superior Utilization of Processing Resources- Intelligence, Surveillance and Reconnaissance).

~~IGAN~~CyttaCOMMS (formerly IGAN- Incident Global Area Network) Product

The ~~IGAN~~CyttaCOMMS (Incident Global Area Network) ICS (Incident Command System (ICS) ~~system~~ is fully SaaS based online platform, designed to deliver communications composed of multiple streams of voice and video delivered from multiple sources with low latency and viewable by multiple parties over one unified secure communication system. ~~IGAN~~CyttaCOMMS seamlessly streams all relevant video and audio into a single web (or mobile app) interface. It is designed to work as a common interface for daily operations or can scale up to support hundreds of participants from separate organizations during an emergency. ~~IGAN~~CyttaCOMMS connects people-to-people, people-to-groups, and facilitates conferences independent of device or location. ~~IGAN~~CyttaCOMMS offers a distributed and easily customized solution for integrating disparate communications systems in multiple locations into a seamless and rapidly re-configurable solution.

~~IGAN~~CyttaCOMMS’s distributed platform architecture allows individual communications systems to be located anywhere that a network connection can be established, and the interconnection of these systems can be controlled from any location or multiple locations. The robust platform is fully redundant such that if a site is lost, a backup is immediately established. ~~IGAN~~CyttaCOMMS is an IP-software multi-channel / multi-access communications and tactical conferencing solution for professional and mission critical applications. The solution is highly scalable to multiple users, and supports multiple channels and conferences.

~~IGAN~~CyttaCOMMS is a secure, advanced ICS (Incident Command System) offering low latency, multidirectional communications, integrating multiple video and voice devices including video cameras, smartphones, tablets, computers, bodycams and 2-way radios. ~~IGAN~~CyttaCOMMS is a tool for video collaboration when requiring the integration of video feeds from sUAS (Small Unmanned Aerial Systems) unmanned drone operations and any other video source. ~~IGAN~~CyttaCOMMS is designed to upload a video feed in real-time. It then allows remote participants to not only see low latency remote aerial video, but to guide flight and other source video instruction such as video zoom on a target or areas of inspection.

The IGAN technology powers, Cytta’s SaaS Based ~~COMMS~~CyttaCOMMS system ~~creates~~creating an integrated communications platform which seamlessly streams all available video and audio sources in all critical situations, for first ~~ressponders~~responders enabling real time event and interactive mapping information. Also based upon the IGAN technology, Cytta’s ~~CARES~~CyttaCARES (Crisis Alert and Response Emergency System) system is an innovative SAAS solution designed to enhance safety and security in educational institutions especially during emergency situations. This comprehensive system provides real-time alerts, rapid two-way secure video communication, and efficient response coordination with a live location tracking to emergency response teams.

The ~~IGAN~~CyttaCOMMS ~~ICS~~and ~~system~~CyttaCARES ~~resides~~software platforms reside in Cytta’s secure cloud.

~~IGAN~~CyttaCOMMS operating through Cytta’s secure cloud offers secure FIPS (Federal Information Processing Standard) 140-2 and is CJIS (criminal justice information services) compliant.

~~IGAN~~CyttaCOMMS offers the following technical advantages:

·• Creates a unified communications system for sharing video and voice using advanced compression and SIP (Session Initiation Protocol) technologies. ·• No client application program is required. Utilizes a web browser to join ana ~~IGAN~~CyttaCOMMS session. ·• Multiple device flexibility in that any video device, 2-way radio, etc. can be added ·• Offers secure FIPS 140-2 and CJIS compliance

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CYTTA PRODUCT LINES

The video compression and streaming product lines are comprised of three main types of products, each aimed at the different phases of selling to and supporting the customer.

~~Custom~~Integrated Online SaaS Software ~~Development~~Solutions

~~Custom~~Our ~~software~~combined ~~development~~products is(CyttaCOMMS, aCyttaCARES ~~type of professional service product. Using software development~~ and ~~product~~CyttaCOMP) ~~management staff, solutions~~ are ~~created~~designed ~~that~~and ~~are~~built ~~either~~to ~~based~~create oncomplete ~~a packaged system (~~and ~~therefore~~integrated ~~are extensions of an existing product), or are new workflow~~ systems that are ~~intended~~marketed to ~~work~~provide ~~stand~~complete ~~alone~~portable orsolutions ~~possibly~~to inclient ~~conjunction~~requirements. ~~with~~Our ~~other~~integrated ~~packaged~~hardware/software products. ~~Custom~~bring ~~software~~advantages ~~is also developed~~ to ~~add~~HD, ~~future~~4K ~~support~~and to4K+ awireless ~~customer’s~~live ~~system~~video ~~that~~streaming isand ~~not~~a ~~being~~centralized ~~addressed~~video/audio ~~via~~interaction ~~standard~~system ~~product upgrades or follow-on product development. Recent examples include adding specific configuration files~~ to a ~~customer’s~~variety ~~SUPR software hardware product. Our custom software solutions are compatible with packaged systems, which is accomplished through the use~~ of ~~the common underlying software platform~~industries.

Software Maintenance Plans (SMPs)

Our products follow industry norms for high-end software systems. SMPs (Software Maintenance Plans) are comprised of service promises and software upgrades such as the following:

·• Phone, e-mail and back-office technical support ·• Onsite troubleshooting ·• Software maintenance releases ·• Software upgrades

Integrated Portable Hardware/Software Systems

Our combined products are designed and built to create complete and integrated systems that are marketed to provide complete portable solutions to client requirements. Our integrated hardware/software products bring advantages to HD, 4K and 4K+ wireless live video streaming and a centralized video/audio interaction system to a variety of industries.

Competition

Current and new competitors may be able to develop and introduce better or more desirable products in advance of us or at a lower cost. In addition, some of our current and potential competitors have longer and/or more established operating histories, greater industry experience, greater name recognition, established customer bases, and significantly greater financial, technical, marketing and other resources than we do. To be competitive, we must respond promptly and effectively to the challenges of technological change, evolving standards and regulations, and our competitors’ innovations by continually working to improve the design of our products, enhancing our products, as well as improving and increasing our marketing and distribution channels. Increased competition could result in a decrease in the desirability of our products, a decrease in the use of our products by customers, loss of market share and brand recognition, and a reduction in the projected revenues from our products. We cannot assure you that we will be able to compete successfully against current and future competitors. Competitive pressures faced by us could have a material adverse effect on our business, operating results and financial condition.

Intellectual Property

The original SUPR compression codec/algorithm and related industry knowhow and experience was acquired from Michael Collins, in 2013. Our current SUPR software codec/algorithm video compression technology is wholly owned by Cytta and has been licensed to Reticulate Micro, Inc. All CyttaCOMMS and CyttaCARES software is a proprietary software development of the Company and is protected through normal software safety and security protocols.

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Research and Development

ToCurrently ~~maintain~~we ~~our~~are ~~level~~in ofthe ~~continuous~~development ~~innovation,~~and ~~the~~productization ~~Company~~phase ~~conducts~~with ~~numerous~~our technologies based on our previous internal Research and Development projects. ~~Additionally,~~We ~~the~~are ~~unique~~currently ~~needs~~not ~~and~~conducting ~~applications~~further ofResearch ~~our~~and ~~customers~~Development ~~require~~projects; ~~that~~however weongoing ~~conduct~~software ~~research~~maintenance and ~~development~~service ~~and~~is ~~engineering~~conducted inon ~~order~~our toexisting ~~provide them with the needed solutions and~~ products.

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Employees

We currently employ seven (7) independent contractors in the United States to conduct our operations. The Company contracts with various independent contractors and consultants to fulfill additional needs, including accounting, investor relations, business development, permitting, and other corporate functions, and may increase staff further as we expand activities and bring new projects to market.

ITEM 1A. RISK FACTORS

We are a smaller reporting Company and are not required to include disclosures under this item. However, the following important factors among others, could cause our actual operating results to differ materially from those indicated or suggested by forward-looking statements made in this Annual Report on Form 10-K or presented elsewhere by management from time to time.

There are numerous and varied risks, known and unknown, that may prevent us from achieving our goals. If any of these risks actually occur, our business, financial condition or results of operation may be materially adversely affected. In such case, the trading price of our common stock could decline, and investors could lose all or part of their investment.

There is substantial doubt about our ability to continue as a going concern.

The Company sustained losses during the years ended September 30, ~~2023~~2024, and ~~2022~~2023, and the Company had an accumulated deficit of in excess of $3236,~~600~~850,000 as of September 30, ~~2023~~2024. These conditions factors raise substantial doubt that we will be able to continue operations as a going concern. Our ability to continue as a going concern is dependent upon our generating cash flow sufficient to fund operations and reducing operating expenses. Our business strategy may not be successful in addressing these issues. If we cannot continue as a going concern, our stockholders may lose their entire investment.

Our growth plan is based upon Management’s projection of what may happen in the future, and such predictions may not occur.

Our growth plan is based upon management’s projections of estimated available cash flow, expenses, revenue, revenue over profit, earnings before interest, taxes and depreciation, sales cycle time and other measures of projected economic performance. These projections are made in Management’s view of what may happen in the future, and are not based upon historical projections. Projections or predictions of future events may not occur, and actual results may differ materially from those expressed in or implied by such forward-looking statements.

Our lack of operating/sales history makes it difficult to evaluate our future prospects.

The Company was formed on May 30, 2006. Since July 2009, substantially all of the Company’s efforts have been devoted to designing and developing its technologies and products. The Company has currently generated limited sales revenue from the sale of its products. Accordingly, the Company has a limited operating history, which makes it difficult to evaluate the Company’s business and future prospects. An investor should consider and evaluate the Company’s prospects in light of the risks and uncertainties frequently encountered by companies introducing new products in intensely competitive markets.

Investors may lose their entire investment if we fail to implement our business plan.

Our prospects must be considered in light of the risks, uncertainties, expenses and difficulties frequently encountered by companies in their early stages of development. These risks include, without limitation, competition, the absence of ongoing revenue streams, a competitive market environment, and lack of brand recognition. If we fail to implement and create a base of operations for our proposed business, we may be forced to cease operations, in which case investors may lose their entire investment.

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Compliance with changing regulation of corporate governance and public disclosure may result in additional expenses.

Changing laws, regulations and standards relating to corporate governance and public disclosure, including the Sarbanes-Oxley Act of 2002, new SEC regulations and OTC Link rules, and regulations governing our technologies and data protection are creating uncertainty for companies such as ours. These new or changed laws, regulations and standards are subject to varying interpretations in many cases due to their lack of specificity, and as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies, which could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. Also, while there is limited regulation of our business at the state and federal level, any change to such regulation could adversely affect our business. Also, our clients are often tightly regulated governments or government agencies, and their ability to pay us or our ability to provide services may be impacted by changes in regulations and laws applying to them, which restrict the types of vendors they contract with. We are committed to maintaining high standards of corporate governance and public disclosure. As a result, we intend to invest resources to comply with evolving laws, regulations and standards, and this investment may result in increased general and administrative expenses and a diversion of management time and attention from revenue-generating activities to compliance activities. If our efforts to comply with new or changed laws, regulations and standards differ from the activities intended by regulatory or governing bodies due to ambiguities related to practice, our business may be materially impacted, and our reputation may be harmed.

We will require additional financing to accomplish our business strategy.

We require substantial working capital to fund our business development plans, and we expect to experience significant negative cash flow from operations for at least the next six (6) months. We currently estimate that current available capital will be sufficient to meet our anticipated capital needs through ~~March~~June 3130, ~~2024~~2025. Depending upon sales volume generated by our business during that time, we also anticipate the possibility of having to raise additional funds in order to achieve our plans and accomplish our immediate and longer-term business strategy. These additional funds likely will be raised through the issuance of Company’s securities in debt and/or equity financings. If we are unable to raise these additional funds on terms acceptable to us, we will be required to limit our expenditures for continuing our product development activities and expanding our sales and marketing operations, reduce our work force, or find alternatives to fund our business on terms that are not as favorable to the Company. Any such actions would impair our product development and expansion plans, reduce potential revenues, increase operating losses, and adversely affect the value of the Company.

We have raised capital through the use of convertible debt instruments that causes substantial dilution to our stockholders.

Because of the size of our Company and its status as a “penny stock” as well as the current economy and difficulties in companies our size finding adequate sources of funding, we have been forced to raise capital through the issuance of convertible notes and other debt instruments. These debt instruments may carry favorable conversion terms to their holders to the market price of our common stock on conversion. Accordingly, this may cause dilution to our stockholders.

Our success depends on the reception by market for our technology products.

Our ability to generate revenues will depend significantly on our ability to attract a sufficient number of users of the Company’s ~~IGAN~~CyttaCOMMS ~~ICS~~ and ~~SUPR~~CyttaCARES ~~ISR~~streaming ~~video-compression~~ products. If we are unable to successfully market our products to our target markets and gain a sufficient number of users, any future revenues will be significantly impacted. In addition, any factors adversely affecting the demand for, or market acceptance of, our products could materially reduce our revenues and result in adverse market perceptions of our Company and its products.

We face significant competition.

We believe that our success will depend heavily upon achieving market acceptance of our ~~IGAN~~CyttaCOMMS ~~ICS~~ and ~~SUPR~~CyttaCARES ~~ISR~~streaming ~~compression~~ products before our competitors introduce more advanced competing products. Current and new competitors, however, may be able to develop and introduce better or more desirable products in advance of us or at a lower cost. In addition, some of our current and potential competitors have longer and/or more established operating histories, greater industry experience, greater name recognition, established customer bases, and significantly greater financial, technical, marketing and other resources than we do. To be competitive, we must respond promptly and effectively to the challenges of technological change, evolving standards and regulations, and our competitors’ innovations by continually working to improve the design of our products, enhancing our products, as well as improving and increasing our marketing and distribution channels. Increased competition could result in a decrease in the desirability of our products, a decrease in the use of our products by customers, loss of market share and brand recognition, and a reduction in the projected revenues from our products. We cannot assure you that we will be able to compete successfully against current and future competitors. Competitive pressures faced by us could have a material adverse effect on our business, operating results and financial condition.

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If we do not build brand awareness and brand loyalty, our business may suffer.

Due in part to the substantial resources available to many of our competitors, our opportunity to achieve and maintain a significant market share may be limited. The importance of brand recognition will increase as competition in our market increases. Successfully promoting and positioning of our brand will depend largely on the effectiveness of our marketing efforts, our ability to offer reliable and desirable products at competitive rates, and customer perceptions of the value of our products. If our planned marketing efforts are ineffective or if customer perceptions change, we may need to increase our financial commitment to creating and maintaining brand awareness and loyalty among customers, which could divert financial and management resources from other aspects of our business or cause our operating expenses to increase disproportionately to our revenues. This would cause our business and operating results to suffer.

Our success depends in large part on the continuing efforts of a few individuals and our ability to attract, retain and motivate new personnel to expand our operations.

We depend substantially on the continued services and performance of our existing management team, and we do not currently have formal employment agreements with them, and there is no guarantee that they will continue to be employed by us in the future. The loss of services of any of our non-long term current management team could hurt our business and our financial condition, and results of operations could suffer. Our success also will depend on our ability to attract, hire, train, retain and motivate other skilled technical, managerial, sales and marketing, and business development personnel. Competition for such personnel is intense. If we fail to successfully attract, assimilate and retain a sufficient number of qualified technical, managerial, sales and marketing, business development and administrative personnel, our ability to manage, maintain and expand our business could suffer.

Supply limitations may adversely affect our operations.

Our business strategy depends, to a significant extent, on the availability of relatively stable prices for costs of creative and technical contract workers used in the design, update and creation of our products. As a small company, we may not have much leverage in dealing with these third parties with respect to timeliness of delivery, costs, or quality or quantity of supplies or services. Our inability to acquire quality supplies or services in sufficient quantity and/or on a timely and/or cost-effective basis could materially adversely affect our financial performance.

Our success depends in significant part on our ability to develop and introduce innovative and competitive products. Our ability to compete and to achieve and maintain profitability depends significantly on our ability to protect our product designs through obtaining and enforcing patent rights, obtaining trademark and copyright protection, maintaining our trade secrets, and operating without infringing the intellectual property rights of others.

We also rely on trade secret protection for our confidential and proprietary information. The Company protects its trade secrets through access control as well as confidentiality and non-disclosure agreements with its employees, consultants and advisors. These agreements, however, may be breached, and the Company may not have adequate remedies for such a breach. In addition, the Company’s trade secrets may otherwise become known or be independently developed by competitors. Accordingly, it is uncertain whether the Company’s reliance on trade secret protection will be adequate to safeguard its confidential and proprietary information.

Our ability to obtain and defend our patent position and to maintain our trade secrets will have a significant effect on the success of the Company. Although we intend to pursue patent protection and to aggressively enforce any issued patent against infringement by third parties, our ability to do so is dependent on our financial condition. Such efforts usually are both time consuming and consume significant financial resources. If third parties either challenge the Company’s patents, claim ownership of any Company intellectual property (including but not limited to design patents), proceed to make competitive products using the Company’s patents or other intellectual property, or in any other way impinge on the Company’s proprietary rights, substantial Company resources, in both time and money, are likely to be consumed. If any infringement claims against the Company are resolved unfavorably to the Company, we could be (a) enjoined from manufacturing or selling our products, (b) required to pay damages, (c) required to develop new designs, and/or (d) required to acquire licenses to intellectual property that are the subject of the infringement claims. These licenses, if required, may not be available on acceptable or commercially reasonable terms, or at all. As a result, intellectual property claims, whether initiated by us against third parties or asserted against us by others, could have a material adverse effect on our business, financial condition and operating results.

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A small group of Company officers and directors hold a majority of the control of the Company.

As of January 56, ~~2024~~2025, the Company’s executive officers and directors beneficially owned approximately 23% of the Company’s outstanding common stock. Additionally, we have issued 50,000 shares of Series D Preferred Stock to our CEO and member of the Board of Directors, Gary Campbell, which shares entitle Mr. Campbell to two-thirds of the total votes of all outstanding capital stock of the Company. By virtue of such stock ownership, our CEO is able to control the election of the members of the Company’s Board of Directors and to generally exercise control over the affairs of the Company. Such concentration of ownership could also have the effect of delaying, deterring, or preventing a change in control of the Company that might otherwise be beneficial to stockholders. There can be no assurance that conflicts of interest will not arise with respect to such directors or that such conflicts will be resolved in a manner favorable to the Company.

Our officers and directors may have conflicts of interest.

Our officers and directors will devote such time as they deem necessary to the business and affairs of the Company. In most companies, there are certain inherent conflicts between the officers and directors and the investors which cannot be fully mitigated. Our directors and officers have interests in other businesses, and/or provide consulting or other services for their individual benefit and account. Because the officers and directors will engage in operations independent of the Company, some of these activities may conflict with those of the Company. The officers and directors thus may be placed in the position where their decisions could favor their own operations or other operations with which they are associated over those of the Company. The officers and directors of the Company are free to engage generally in business for their own account in addition to any participation arising out of the Company’s activities.

Our ability to protect our intellectual property is crucial to our operations.

Our success will depend in significant part on our ability to maintain intellectual property and maintain protection for our products and processes in order to preserve our trade secrets and proprietary technology and establish brand identity and to operate without infringing upon the patents, trademarks or proprietary rights of third parties in the United States and other countries. It is also possible that others could successfully sue the Company for violating their rights in such types of technology. In either case, such litigation can be expensive and time-consuming, and can be used by well-funded adversaries as a strategy for depleting the resources of a small enterprise such as ours. It is also possible that our competitors will develop products using a technology that would provide the same end results, without violating our intellectual property rights. Failure to obtain or subsequent loss of our intellectual property protection could seriously harm our business.

Our products could become obsolete.

Technological obsolescence of our technologies and products is always a possibility. There is no assurance that our competitors will not succeed in developing related products using similar processes and marketing strategies, or that they will not develop technologies and products that are more effective than any which we are developing or will develop. Our ability to compete will depend on the continued timely enhancement and development of technologies and products. There is no assurance that we will be able to keep pace with technological developments or that our products will not become obsolete.

Our initial product introductions could result in increased costs in the future.

Because we are still in the initial phase of introducing our initial SUPR and IGAN products to the market, we do not know whether there will be design defects or problems with programming, which we are not currently aware of but which could be identified by our customers, which problems could delay future sales, or result in product redesign, recall or repair, and, ultimately, loss of market share, and any of which could have a material adverse effect on our financial performance.

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~~Difficult~~Our ~~economic~~initial ~~conditions~~product introductions could ~~harm~~result ~~our~~in ~~business~~increased costs in the future.

~~The~~Because ~~coronavirus~~we ~~pandemic~~are ~~and~~still ~~consequent~~in ~~societal~~the ~~disruptions~~initial ~~resulting~~phase ~~therefrom~~of ~~could~~introducing ~~continue to adversely impact~~ our ~~operations,~~initial ~~supply~~CyttaCOMMS ~~chains~~ and ~~distribution~~CyttaCARES ~~systems and demand for our~~ products ~~and services. Global, national, and local economic conditions continue~~ to ~~be challenging in~~ the ~~aftermath~~market, ofwe ~~the~~do ~~COVID-19~~not ~~pandemic.~~know ~~Although~~whether ~~the~~there ~~economy~~will ~~appears to~~ be ~~recovering~~design indefects ~~some~~or ~~areas~~problems ofwith ~~the USA and in some countries~~programming, itwhich iswe are not ~~possible~~currently ~~for~~aware ~~us to predict the extent and timing~~ of ~~any~~but ~~improvement in economic conditions~~ which ~~would~~could ~~lead~~be toidentified ~~greater~~by ~~demand for~~ our ~~software.~~customers, Awhich ~~continued~~problems ~~economic downturn~~ could ~~adversely~~delay ~~impact our business in the~~ future bysales, ~~causing~~or aresult ~~decline~~ in ~~demand~~product ~~for our software as our life science customers seek to cut costs~~redesign, ~~particularly~~recall ~~if the economic conditions are prolonged~~ or ~~worsen.~~repair, Inand, ~~addition~~ultimately, ~~such~~loss ~~poor~~of ~~economic~~market ~~conditions~~share, ~~may~~and ~~adversely~~any ~~impact~~of ~~our access to capital,~~ which iscould ~~needed~~have ~~for~~a usmaterial ~~continue~~adverse ~~operations~~effect ason weour ~~have~~financial ~~relatively low levels of working capital~~performance.

Our business depends on our ability to effectively invest in, implement improvements to and properly maintain the uninterrupted operation and data integrity of our information technology and other business systems.

Our business is highly dependent on maintaining effective information systems as well as the integrity and timeliness of the data we use to serve our customers, support them and operate our business. Because of the large amount of data that we collect and manage, it is possible that hardware or software failures or errors in our systems could result in data loss or corruption or cause the information that we collect to be incomplete or contain significant inaccuracies. If our data were found to be inaccurate or unreliable due to fraud or other error, or if we, or any of the third-party service providers we engage, were to fail to maintain information systems and data integrity effectively, we could experience operational disruptions that may impact our participants and providers and hinder our ability to provide services, retain and attract participants, manage our participant risk profiles, establish reserves, report financial results timely and accurately and maintain regulatory compliance, among other things.

Our information technology strategy and execution are critical to our continued success. We must continue to invest in long-term solutions that will enable us to anticipate participant needs and expectations, enhance the participant experience, act as a differentiator in the market and protect against cybersecurity risks and threats. Our success is dependent, in large part, on maintaining the effectiveness of existing technology systems and continuing to deliver technology systems that support our business processes in a cost-efficient and resource-efficient manner, including through maintaining relationships with third-party providers of technology. Increasing regulatory and legislative changes will place additional demands on our information technology infrastructure that could have a direct impact on resources available for other projects tied to our strategic initiatives. In addition, recent trends toward greater participant engagement in health care require new and enhanced technologies, including more sophisticated applications for mobile devices. Connectivity among technologies is becoming increasingly important. Our failure to effectively invest in and properly maintain the uninterrupted operation and data integrity of our information technology and other business systems could adversely affect our results of operations, financial position and cash flow.

Our common shares will be subject to the “Penny Stock” Rules of the SEC, and the trading market in our securities will be limited, which makes transactions in our stock cumbersome and may reduce the value of an investment in our stock.

We will be subject to the penny stock rules adopted by the Securities and Exchange Commission (“SEC”) that require brokers to provide extensive disclosure to ~~its~~their customers prior to executing trades in penny stocks. These disclosure requirements may cause a reduction in the trading activity of our common stock, which in all likelihood would make it difficult for our stockholders to sell their securities.

Under the penny stock regulations, a broker-dealer selling a penny stock to anyone other than an established customer or accredited investor must make a special suitability determination regarding the purchaser and must receive the purchaser’s written consent to the transaction prior to the sale, unless the broker-dealer is otherwise exempt. Generally, an individual with a net worth in excess of $1,000,000, or annual income exceeding $200,000 individually, or $300,000 together with his or her spouse, is considered an accredited investor. In addition, under the penny stock regulations the broker-dealer is required to:

· Deliver, prior to any transaction involving a penny stock, a disclosure schedule prepared by the SEC relating to the penny stock market, unless the broker-dealer or the transaction is otherwise exempt; · Disclose commissions payable to the broker-dealer and our registered representatives and current bid and offer quotations for the securities; · Send monthly statements disclosing recent price information pertaining to the penny stock held in a customer’s account, the account’s value and information regarding the limited market in penny stocks; · Make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction, prior to conducting any penny stock transaction in the customer’s account

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	·	Deliver, prior to any transaction involving a penny stock, a disclosure schedule prepared by the SEC relating to the penny stock market, unless the broker-dealer or the transaction is otherwise exempt;

	·	Disclose commissions payable to the broker-dealer and our registered representatives and current bid and offer quotations for the securities;

	·	Send monthly statements disclosing recent price information pertaining to the penny stock held in a customer’s account, the account’s value and information regarding the limited market in penny stocks;

	·	Make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction, prior to conducting any penny stock transaction in the customer’s account

Because of these regulations, broker-dealers may encounter difficulties in their attempt to sell shares of our common stock, which may affect the ability of selling stockholders or other holders to sell their shares in the secondary market and have the effect of reducing the level of trading activity in the secondary market. These additional sales practice and disclosure requirements could impede the sale of our securities. In addition, the liquidity for our securities may be decreased, with a corresponding decrease in the price of our securities. Our shares in all probability will be subject to such penny stock rules and our stockholders will, in all likelihood, find it difficult to sell their securities.

Investors may never receive cash distributions, which could result in an investor receiving little or no return on his or her investment.

Distributions are payable at the sole discretion of our board of directors. We do not know the amount of cash that we will generate, if any, once we have more productive operations. Cash distributions are not assured, and we may never be in a position to make distributions.

We have issued Series D Preferred Stock, whose holders have rights superior to investors in our Common Stock.

We have issued 50,000 shares of Series D Preferred Stock to our CEO and member of the Board of Directors, Gary Campbell. While each share of Series D Preferred Stock is convertible into one share of fully paid and non-assessable Common Stock, the Series D Preferred Stock is super-voting preferred stock. For so long as any shares of the Series D Preferred Stock remain issued and outstanding, the holders thereof, voting separately as a class, shall have the right to vote on all shareholder matters equal to two times the sum of all the number of shares of other classes of Company capital stock eligible to vote on all matters submitted to a vote of the stockholders of the Company, meaning that the holders of the Series D Preferred Stock have two-thirds of the total votes associated with the capital stock of the Company.

Our shares may be thinly traded with wide share price fluctuations, low share prices and minimal liquidity.

Our share price may be volatile with wide fluctuations in response to several factors, including potential investors’ anticipated feeling regarding our results of operations; increased competition; and our ability or inability to generate future revenues. In addition, our share price may be affected by factors that are unrelated or disproportionate to our operating performance. Our share price might be affected by general economic, political, and market conditions, such as recessions, interest rates, commodity prices, or international currency fluctuations. Additionally, stocks traded on the OTC Link are usually thinly traded, highly volatile and not followed by analysts. These factors, which are not under our control, may have a material effect on our share price.

We could potentially need to sell shares in the future, which would result in a dilution to our existing shareholders.

We may seek additional funds through the sale of our common stock. This will result in a dilution effect to our shareholders whereby their percentage ownership interest in Cytta is reduced. The magnitude of this dilution effect will be determined by the number of shares we will have to issue in the future to obtain the funds required. The sale of additional stock to new shareholders will reduce the ownership position of the current shareholders. The price of each share outstanding common share may decrease in the event we sell additional shares.

Since our securities are subject to penny stock rules, you may have difficulty reselling your shares.

Our shares are “penny stocks” and are covered by Section 15(d) of the Securities Exchange Act of 1934 which imposes additional sales practice requirements on broker/dealers including: disclosure and confirmation of quotation prices; disclosure of compensation the broker/dealer receives; and, furnishing monthly account statements. For sales of our securities, the broker/dealer must make a special suitability determination and receive from its customer a written agreement prior to making a sale. The imposition of the foregoing additional sales practices could adversely affect a shareholder’s ability to dispose of his stock.

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Since our securities are subject to penny stock rules, you may have difficulty reselling your shares.

Our shares are “penny stocks” and are covered by Section 15(d) of the Securities Exchange Act of 1934 which imposes additional sales practice requirements on broker/dealers including: disclosure and confirmation of quotation prices; disclosure of compensation the broker/dealer receives; and furnishing monthly account statements. For sales of our securities, the broker/dealer must make a special suitability determination and receive from its customer a written agreement prior to making a sale. The imposition of the foregoing additional sales practices could adversely affect a shareholder’s ability to dispose of his stock.

Current and future legal action would cause our costs to increase.

There are presently no legal actions pending against the Company or to which it or any of its property are subject, nor to its knowledge are any such proceedings contemplated. However, any legal action in the future will result in costs of defense that would be variable and would be expected to increase as compared to historic legal expenses incurred by the Company. Additionally, the Company anticipates a general increase in legal counsel cost going forward due to the increased compliance costs of running a public company and the legal work that may be necessary for implementing the Company’s business plan of expansion.

In the event of an investor’s life crisis, the Board may not buy back shares from the investor.

If crisis occurs, such as death of investor spouse or family member, at the request of the investor, Board of Directors may meet to discuss the possibility of buying back shares from investor, but is not required to do so.

All of these risks are uncertain, and there may be other risks that we have not identified.

We have sought to identify what we believe to be the most significant risks to our business, but we cannot predict whether, or to what extent, any of such risks may be realized nor can we guarantee that we have identified all possible risks that might arise. Investors should carefully consider all such risk factors before making an investment decision with respect to our Common Stock.

You may have limited access to information regarding our business because our obligations to file periodic reports with the SEC could be automatically suspended under certain circumstances.

Unless we file a registration statement on Form 8-A, which we have no obligation to file, we will not be a fully reporting company but will only comply with the limited reporting requirements of Securities Exchange Act of 1934 (“Exchange Act”) requiring us to file periodic reports (i.e., annual, quarterly and material events) with the SEC which will be immediately available to the public for inspection and copying. We would not be required to furnish proxy statements to security holders, and our directors, officers and principal beneficial owners will not be required to report their beneficial ownership of securities to the SEC pursuant to Section 16 of the Exchange Act. Previously, a company with more than 500 shareholders of record and $10 million in assets had to register under the Exchange Act. However, the JOBS Act raises the minimum shareholder threshold from 500 to either 2,000 persons or 500 persons who are not “accredited investors,” excluding securities received by employees pursuant to employee stock incentive plans for purposes of calculating the shareholder threshold. This means that unless we file a Form 8-A, access to information regarding our business and operations will likely be limited.

As a result of the effectiveness of our registration statement last filed with the SEC on October 18, 2021 (declared effective by the SEC on November 2, 2021), we are subject to the limited reporting requirements of the Exchange Act identified above (i.e., annual, quarterly and material events). Except during the fiscal year that our registration statement became effective (the fiscal year ending September 30, 2022), even these limited reporting obligations would be automatically suspended under Section 15(d) of the Exchange Act if we have less than 300 shareholders and do not file a registration statement on Form 8-A (which we have no obligation to file). We would then no longer be obligated to file periodic reports with the SEC and your access to our business information would then be even more limited.

ITEM 1B. UNRESOLVED STAFF COMMENTS.

None.

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ITEM 2. PROPERTIES.

We do not own any real estate or other properties. Our corporate headquarters are located at 5450 W Sahara Avenue, Suite 300A, Las Vegas, Nevada, 89146. The Company manages all operations from within approximately 500 square feet of leased space located at this address.

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ITEM 3. LEGAL PROCEEDINGS.

On November 24, 2020, a plaintiff (the “Plaintiff”) filed a complaint in the State District Court for Clark County, Nevada, naming Cytta as a Defendant. The Plaintiff contended that the Company had breached a written contract, or, in the alternative was liable to the Plaintiff for unjust enrichment. Cytta contended that no contract formation had ever occurred and that it had not been unjustly enriched by the Plaintiff. On or about January 15, 2021, the Defendant filed an Answer and Counterclaim in the litigation and contended that in fact the Plaintiff owed money to Cytta. A bench trial was held in June of 2022. In May of 2023, the Court which had presided over the bench trial ruled against the Plaintiff and in favor of Cytta, rejecting all the Plaintiff’s claims against Cytta. The Court also awarded damages to Cytta, and against the Plaintiff, on one of Cytta’s counterclaims, and subsequently also ruled that Cytta is entitled to recover certain of its costs and fees from the Plaintiff. The Plaintiff’s lawyer subsequently withdrew from representing the Plaintiff. The Plaintiff thereafter filed a pro se appeal without a lawyer. That Pro Se appeal has now been dismissed.

Other than the above, we know of no legal proceedings to which we are a party or to which any of our property is the subject, which are pending, threatened or contemplated or any unsatisfied judgments against the Company.

ITEM 4. MINE SAFETY DISCLOSURES.

Not applicable.

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PART II

Market Information

The Company’s common stock currently trades on the OTCQB tier of the OTC Markets Group Inc. under the symbol “CYCA”. The closing price of our common stock on January 510, ~~2024~~2025, was $0.~~0298~~022.

The Company’s transfer agent is Securities Transfer Corporation. It is located at 2901 N. Dallas Parkway, Suite 380, Plano, Texas, 75093. Its phone number is (469) 633-0101. Its website is www.stctransfer.com.

Holders

As of September 30, ~~2023~~2024, the Company had ~~426~~469,~~831~~877,~~170~~826 shares of our common stock issued and outstanding held by ~~249~~275 holders of record.

Recent Sales of Unregistered Securities

On ~~December~~September 26, ~~2022~~2024, the Company issued ~~500~~2,~~000~~559,558 shares of restricted common stock toin ansettlement ~~existing~~of ~~Company shareholder~~$63,989 inof ~~exchange~~accounts ~~for~~payable ~~consulting~~and ~~services~~accrued ~~provided~~interest. toThe ~~the~~value ~~Company.~~of ~~The~~the shares ~~were~~issued ~~valued~~was at $~~0.086~~73,715 ~~per~~based ~~share,~~upon the ~~market~~share price, of the Company’s common stock on the date the Company agreed to issue the ~~shares~~common stock. The Company recorded a $9,726 loss on debt extinguishment for this transaction.

On ~~December~~May 223, ~~2022~~2024, the Company issued ~~150~~85,~~000~~883 shares of restricted common stock in tosettlement aof ~~former~~$1,718 ~~consultant~~of accounts payable and accrued interest. The ~~shares~~value ~~were~~of ~~valued~~the atshares ~~$0.095~~issued ~~per~~was ~~share~~$2,405 based upon the ~~market~~share price, of the Company’s common stock on the date the Company agreed to issue the ~~shares~~common stock. The Company included $687 in loss on debt extinguishment for the year ended September 30, 2024.

On ~~December~~May 216, ~~2022~~2024, the Company issued 2,500,000 shares of restricted common ~~stock~~issued ~~to an existing Company shareholder, in exchange~~ for ~~consulting~~ services ~~provided to the Company~~. The ~~shares~~Company ~~were~~ valued the shares at $~~0.10~~75,000 ~~per~~based ~~share,~~on the ~~market~~ price, of the common stock on the date the Company agreed to issue the shares and is included in stock-based consulting expense for the year ended September 30, 2024.

On ~~December~~May 216, ~~2022~~2024, the Company issued ~~250~~5,000,000 shares of restricted common ~~stock~~issued tofor anservices. ~~existing~~The Company ~~shareholder~~valued the shares at $142,500 inbased ~~exchange~~on ~~for~~the ~~consulting~~price ~~services~~of ~~provided~~the tocommon stock on the date the Company agreed to issue the shares. The shares issued were ~~valued~~earned atpursuant ~~$0.1199~~to ~~per~~the ~~share,~~execution ~~the~~of ~~market~~a ~~price,~~one-year consulting agreement on May 1, 2024. Accordingly, for the ~~date~~year ended September 30, 2024, the Company ~~agreed~~recorded to$142,500 ~~issue~~of ~~the~~stock-based ~~shares~~consulting expense.

On ~~December~~April 224, ~~2022~~2024, the Company issued ~~325~~2,~~000~~285,804 shares of restricted common stock toin ansettlement ~~existing~~of ~~Company shareholder~~$56,584 inof ~~exchange~~accounts ~~for~~payable ~~consulting~~and ~~services~~accrued ~~provided~~interest. toThe ~~the~~value ~~Company.~~of ~~The~~the shares ~~were~~issued ~~valued~~was at $~~0.154~~66,407 ~~per~~based ~~share,~~upon the ~~market~~share price, of the Company’s common stock on the date the Company agreed to issue the ~~shares~~common stock. The Company recorded a $9,823 loss on debt extinguishment for the year ended September 30, 2024, for this transaction.

On April 24, 2024, the Company issued 3,000,000 shares of restricted common issued for payment of $108,250 of accrued liabilities, related. The Company valued the shares at $90,000 based on the price of the common stock on the date the Company issued the shares and included $18,250 gain on debt extinguishment for the year ended September 30, 2024, for this transaction.

On April 24, 2024, the Company issued 3,000,000 shares of restricted common issued for services. The Company valued the shares at $62,400 based on the price of the common stock on the date the Company agreed to issue the shares. The shares were issued pursuant to a one-year consulting agreement beginning January 1, 2024. The company will amortize the value over the term of the contract. For the year ended September 30, 2024, the Company recorded $46,800 of stock-based consulting expense.

On April 24, 2024, the Company issued 3,000,000 shares of restricted common issued for services. The Company valued the shares at $82,500 based on the price of the common stock on the date the Company agreed to issue the shares. For the year ended September 30, 2024, the Company recorded $82,500 of stock-based consulting expense.

On April 24, 2024, the Company issued 1,500,000 shares of restricted common issued for services. The Company valued the shares at $33,750 based on the price of the common stock on the date the Company issued the shares. The shares were issued pursuant to a one-year consulting agreement beginning April 23, 2024. The company will amortize the value over the term of the contract. For the year ended September 30, 2024, the Company recorded $16,875 of stock-based consulting expense.

On April 24, 2024, the Company issued 2,500,000 shares of restricted common issued for services. The Company valued the shares at $56,250 based on the price of the common stock on the date the Company issued the shares. The shares were issued pursuant to a one-year consulting agreement beginning April 23, 2024. The company will amortize the value over the term of the contract. For the year ended September 30, 2024, the Company recorded $28,125 of stock-based consulting expense.

On April 24, 2024, the Company issued 2,500,000 shares of restricted common issued for services. The Company valued the shares at $68,750 based on the price of the common stock on the date the Company agreed to issue the shares. The shares were issued pursuant to a one-year consulting agreement beginning April 1, 2024. The company will amortize the value over the term of the contract. For the year ended September 30, 2024, the Company recorded $34,375 of stock-based consulting expense.

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On ~~December~~January 218, ~~2022~~2024, the Company issued 15,000,000 shares of restricted common issued for services. The Company valued the shares at $104,000 based on the price of the common stock inon ~~exchange~~the ~~for~~date ~~consulting~~the ~~services~~Company ~~provided~~agreed to issue the ~~Company~~shares. The shares were ~~valued~~issued atpursuant to a one-year consulting agreement beginning January 1, 2024. The company will amortize the value over the term of the contract. For the year ended September 30, 2024, the Company recorded $078,000 of stock-based consulting expense.10 ~~per~~On ~~share~~January 12, 2024, the ~~market~~Company issued 2,227,661 shares of restricted common stock fin settlement of $55,124 of accounts payable and accrued interest. The value of the shares issued was $46,336 based upon the share price of the Company’s common stock on the date the Company agreed to issue the common stock. The Company recorded an $8,788 gain on debt extinguishment for the year ended September 30, 2024. On December 14, 2023, the Company issued 6,000,000 shares of restricted common issued for services. The Company valued the shares at $169,200 based on the price of the common stock on the date the Company agreed to issue the shares and is included in stock-based consulting expense for the year ended September 30, 2024. On November 30, 2023, the Company issued 1,887,750 shares of restricted common stock in settlement of $46,826 of accounts payable and accrued interest. The value of the shares issued was $50,781 based upon the share price of the Company’s common stock on the date the Company agreed to issue the common stock. The Company included $3,955 in loss on debt extinguishment for the year ended September 30, 2024.

On December 2, 2022, the Company issued 1,200,000 shares of restricted common stock in exchange for consulting services provided to the Company. The shares were valued at $0.10 per share, the market price, on the date the Company agreed to issue the shares.

On February 14, 2023, the Company issued 2,000,000 shares of common stock for $40,000.

On February 14, 2023, the Company issued 250,000 shares of restricted common stock to an existing Company shareholder, in exchange for consulting services provided to the Company. The shares were valued at $0.086 per share, the market price, on the date the Company agreed to issue the shares.

On February 14, 2023, the Company issued 500,000 shares of common stock to an existing Company shareholder, in exchange for consulting services provided to the Company. The shares were valued at $0.11076 per share, the market price, on the date the Company agreed to issue the shares.

On February 14, 2023, the Company issued 250,000 shares of restricted common stock to an existing Company shareholder, in exchange for consulting services provided to the Company. The shares were valued at $0.139 per share, the market price, on the date the Company agreed to issue the shares.

On February 14, 2023, the Company issued 2,000,000 shares of restricted common stock to an existing Company shareholder in exchange for consulting services provided to the Company. The shares were valued at $0.04 per share, the market price on the date the Company agreed to issue the shares.

On February 14, 2023, the Company issued 325,000 shares of restricted common stock to an existing Company shareholder, in exchange for consulting services provided to the Company. The shares were valued at $0.154 per share, the market price, on the date the Company agreed to issue the shares.

On February 14, 2023, the Company issued 54,750 shares of restricted common stock, in exchange for the settlement of stock payable.

On March 22, 2023, the Company issued 2,000,000 shares of common stock for $40,000.

On March 22, 2023, the Company issued 750,000 shares of restricted common stock in settlement of $30,000 of accounts payable.

On March 22, 2023, the Company issued 1,000,000 shares of restricted common stock in exchange for consulting services provided to the Company. The shares were valued at $0.089 per share, the market price, on the date the Company agreed to issue the shares.

On May 11, 2023, the Company issued 5,000,000 shares to the Company’s COO as a bonus pursuant to their Consulting Agreement. The Company valued the shares at $0.04 per share, the market price, on the date the Company agreed to issue the shares.

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On May 11, 2023, the Company issued 5,000,000 shares to an existing Company shareholder in exchange for services provided to the Company. The Company valued the shares at $0.04 per share, the market price, on the date the Company agreed to issue the shares.

On May 11, 2023, the Company issued 90,000 shares of restricted common stock in settlement of $2,250 of accrued interest.

On May 18, 2023, the Company issued 45,000 shares of restricted common stock in settlement of $1,125 of accrued interest.

On May 25, 2023, the Company issued 45,000 shares of restricted common stock in settlement of $1,125 of accrued interest.

On May 29, 2023, the Company issued 18,000 shares of restricted common stock in settlement of $450 of accrued interest.

On June 1, 2023, the Company issued 90,000 shares of restricted common stock in settlement of $2,250 of accrued interest.

On July 10, 2023, the Company issued 15,000,000 shares to the Company’s President as a bonus pursuant to their Consulting Agreement. The Company valued the shares at $0.0406 per share, the market price, on the date the Company agreed to issue the shares.

On July 10, 2023, the Company issued 250,000 shares , in exchange for consulting services provided to the Company. The Company valued the shares at $0.0406 per share, the market price, on the date the Company agreed to issue the shares.

On September 7, 2023, the Company issued 250,000 shares of restricted common stock to an existing Company shareholder, in exchange for consulting services provided to the Company. The shares were valued at $0.0481 per share, the market price, on the date the Company agreed to issue the shares.

On September 7, 2023, the Company issued 250,000 shares of restricted common stock to an existing Company shareholder, in exchange for consulting services provided to the Company. The shares were valued at $0.0495 per share, the market price, on the date the Company agreed to issue the shares.

On September 7, 2023, the Company issued 1,500,000 shares of restricted common stock in exchange for consulting services provided to the Company. The shares were valued at $0.041 per share, the market price, on the date the Company agreed to issue the shares.

On September 7, 2023, the Company issued 5,000,000 shares to the Company’s President as a bonus pursuant to their Consulting Agreement. The Company valued the shares at $0.041 per share, the market price, on the date the Company agreed to issue the shares.

On September 7, 2023, the Company issued 250,000 shares of restricted common stock to an existing Company shareholder, in exchange for consulting services provided to the Company. The shares were valued at $0.139 per share, the market price, on the date the Company agreed to issue the shares.

On September 7, 2023, the Company issued 250,000 shares of restricted common stock to an existing Company shareholder, in exchange for consulting services provided to the Company. The shares were valued at $0.086 per share, the market price, on the date the Company agreed to issue the shares.

On September 7, 2023, the Company issued 325,000 shares of restricted common stock to an existing Company shareholder, in exchange for consulting services provided to the Company. The shares were valued at $0.154 per share, the market price, on the date the Company agreed to issue the shares.

On September 27, 2023, the Company issued 90,000 shares of restricted common stock in settlement of $2,250 of accrued interest.

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On September 27, 2023, the Company issued 45,000 shares of restricted common stock in settlement of $1,125 of accrued interest.

On September 27, 2023, the Company issued 18,000 shares of restricted common stock in settlement of $450 of accrued interest.

On September 27, 2023, the Company issued 90,000 shares of restricted common stock in settlement of $2,250 of accrued interest.

On September 27, 2023, the Company issued 114,750 shares of restricted common stock in settlement of $2,869 of accrued interest.

Dividends

We have never declared dividends or paid cash dividends on our common stock, and our board of directors does not intend to distribute dividends in the near future. The declaration, payment and amount of any future dividends will be made at the discretion of the board of directors, and will depend upon, among other things, the results of our operations, cash flows and financial condition, operating and capital requirements, and other factors as the board of directors considers relevant. There is no assurance that future dividends will be paid, and, if dividends are paid, there is no assurance with respect to the amount of any such dividend.

Securities authorized for issuance under equity compensation plans

None.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

None.

Other Stockholder Matters

None.

~~Item~~ITEM 6. ~~Selected~~SELECTED ~~Financial~~FINANCIAL ~~Data~~DATA

Not applicable to smaller reporting companies.

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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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 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.

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While our financial statements are presented on the basis that we are a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business over a reasonable length of time, our auditors have raised a substantial doubt about our ability to continue as a going concern.

Results of Operations for the years ended September 30, ~~2023~~2024, and ~~2022~~2023:

The following tables set forth key components of our results of operations for the periods indicated:

	2023			2022
	2024			2023
Revenue	$	304,~~059~~492		$	630,~~089~~059
COGS	$	-		$	-
Gross Profit	$	304,~~059~~492		$	630,~~089~~059
Operating Expenses	$	43,~~651~~892,~~490~~467		$	54,~~058~~651,~~255~~490
Operating Loss	$	(43,~~621~~887,~~431~~975	)	$	(54,~~052~~621,~~166~~431	)
Net Loss	$	(4,~~728~~264,~~473~~412	)	$	(54,~~100~~728,~~102~~473	)

Revenues consist of our proprietary software, integration consulting services, tech support and product maintenance billed to the customer. Revenues ~~increased~~decreased for the year ended September 30, ~~2023~~2024, compared to the year ended September 30, ~~2022~~2023, due to ana ~~increase~~decrease in customers and the associated deferred revenue recognized on subscription agreements entered and being recognized in the current ~~three and nine months~~year.

Operating expenses were $43,~~651~~892,~~490~~467 and $54,~~058~~651,~~255~~490 for the years ended September 30, ~~2023~~2024, and ~~2022~~2023, respectively, as shown in the table below:

	September 30,
Description	~~2023~~2024		~~2022~~2023		Increase (decrease)
Stock based expenses	$	3,136,341	$	2,178,973	$	957,368
Stock-based compensation	$	1,967,989	$	3,136,341	$	(1,168,352	)
Professional fees		~~216~~206,~~782~~960		~~414~~216,~~633~~782		(~~197~~9,~~851~~822	)
Consulting expenses (excluding stock expenses)		409,537		479,164		(69,627	)
Consulting expenses (excluding stock-based compensation)		474,375		409,537		64,838
Related party expenses (excluding stock expenses)		465,737		1,005,757		(540,020	)
Related party expenses (excluding stock-based compensation)		375,602		465,737		(90,135	)
Depreciation expense		4541,~~432~~397		4745,~~616~~432		(24,~~186~~035	)
Equipment and demo expenses		26,184		305,762		(279,578	)
Software and demo expenses		188,947		26,184		162,763
General and Administrative officers		1612,~~100~~145		5916,~~955~~100		(433,~~855~~955	)
Auto, Travel and Meals and Entertainment		6947,~~978~~158		~~229~~69,~~343~~978		(~~159~~22,~~365~~820	)
Rent expense		2526,~~767~~693		2125,~~496~~767		~~4,271~~926
Transfer agent and filing fees		3538,~~604~~254		4835,~~445~~604		~~(12~~2,~~841~~650	)
Investor relations		~~120~~403,~~670~~420		~~148~~120,~~493~~670		~~(27~~282,~~823~~750	)
Other operating expenses		83109,~~358~~527		~~118~~83,~~618~~358		~~(35~~26,~~260~~169	)
Total Operating expenses	$	43,~~651~~892,~~490~~467	$	54,~~058~~651,~~255~~490	$	(~~406~~759,~~765~~023	)

Stock based compensation

Stock based compensation expense for the years ended September 30, 2024, and 2023, were comprised as follows:

	Years ended September 30,
	2024		2023
Related parties	$	495,459	$	1,377,764
Other		1,472,530		1,758,577
Total	$	1,967,989	$	3,136,341

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Stock based compensation, related parties, for the year ended September 30, 2024, was comprised pursuant to the agreement with the COO to issue 250,000 shares per month, to be certificated semi-annually. On May 8, 2024, the Company issued 3,000,000 shares of common stock for the months of February 2023, through January 2024. Additionally, the Company granted an option to purchase 10,000,000 shares of the Company’s common stock at $0.02 per share with an expiry date of July 1, 2025 (the “CYCA Option”). The CYCA option vests at the rate of 25% beginning on the first six-month anniversary of the agreement, as well as a warrant to purchase 250,000 shares of the Reticulate Micro common stock the Company owns (the “RM Warrant”). The RM Warrant has an exercise price of $1.00 per share and an expiry date of July 1, 2025.

For the years ended September 30, 2024, and 2023, the Company recorded expenses of $74,125 and $82,875, respectively, related to the 250,000 shares per month. The Company valued the CYCA Option at $639,543 based on the Black-Scholes option pricing method and will be amortized through the term of the agreement, and accordingly, $213,181, and $142,121 is included in stock-based compensation expense-related party for the years ended September 30, 2024, and 2023, respectively. The Company valued the RM Warrant at $624,458 based on the Black-Scholes option pricing method and will be amortized through the term of the agreement, and accordingly, $208,153, and $138,768 is included in stock-based compensation expense-related party for the years ended September 30, 2024, and 2023, respectively. On May 11, 2023, the Company issued 5,000,000 shares to the Company’s COO as a bonus pursuant to their Consulting Agreement. The Company valued the shares at $0.04 per share and included stock-based compensation expense-related party of $200,000 for the year ended September 30, 2023. On July 10, 2023, the Company issued 15,000,000 shares of restricted common stock to Ms. Sokolova as a bonus pursuant to her Consulting Agreement. The Company valued the shares at $609,000 ($0.0406 per share, the market price, on the date the Company agreed to issue the shares). On September 7, 2023, the Company issued 5,000,000 shares of restricted common stock to Ms. Sokolova as a bonus pursuant to her Consulting Agreement. The Company valued the shares at $205,000 ($0.041 per share, the market price, on the date the Company agreed to issue the shares).

Stock based compensation, other, for the years ended September 30, 2024, and 2023, were related to shares issued to consultants of $469,200, and $803,725, respectively and the amortization of common stock (pursuant to the terms of each consultant’s contracts), options and warrants of $1,003,330 and $954,852, respectively.

Related party expenses (excluding stock based compensation)

For the years ended September 30, 2024, and 2023, the Company recorded expenses to related parties in the following amounts:

	Years ended September 30,
	2024		2023
Management fees, Chief Executive Officer (CEO)	$	180,000	$	195,000
Chief Technology Officer (CTO) through March 31, 2023		-		105,000
Chief Administration Officer (CAO) through January 31, 2023		-		55,000
President and Chief Operating Officer (COO)		180,000		85,000
Office rent and expenses		15,602		25,737
Total	$	375,602	$	465,737

As of October 1, 2022, the monthly fee for the CEO and CTO was $20,000. Effective January 1, 2023, the monthly fee for the CEO and CTO was reduced to $15,000. Effective April 1, 2023, the Company was no longer compensating the CTO and did not incur any additional CTO office rent and expenses.

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Effective February 1, 2023, the Company entered a Consulting Executive Officer Agreement with a three- year term to an entity to provide the services of a Chief Operating Officer (the “COO”) of the Company. The monthly fee was increased to $15,000 per month effective September 1, 2023. On October 1, 2023, the BOD also appointed the COO as the President.

On October 25, 2020, the Company entered a sublease with its CTO, whereby the Company agreed to an annual lease payment of $50,000. On October 26, 2021, the Company renewed the 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. The last month to month lease payment was for March 2023, and accordingly, there is no rent expense for the year ended September 30, 2024, related to this lease. Included in office rent for the year ended September 30, 2023, is $21,000 respectively.

Beginning in April 2024, the Company agreed to rent office space for the COO at $2,575 per month, on a month to month basis, accordingly, $15,602 is included in related party expenses for the year ended September 30, 2024.

Software and demo expenses

During the year ended September 30, 2024, software and demo expenses increased, compared to the year ended September 30, 2023, due to the Company engaging consultants in the transitioning from the product software development stage to the full SaaS commercial release stage of Cytta's proprietary technologies, including the CyttaCARES system for schools and the CyttaCOMMS IGAN Incident Command System.

Investor relation expenses

Investor relations fees increased for the year ended September 30, 2024, compared to the year ending September 30, 2023. The increases were primarily a result of the Company engaging additional consultants as well as the Company attending trade shows and conferences to expose the Company to potential investors.

Other expense, net, for the years ended September 30, 2024, and 2023, was $376,437 and $107,042, respectively.

	Years ended September 30,
Description	2024			2023
Interest expense	$	376,959		$	107,192
Interest income		(522	)		(150	)
Total	$	376,437		$	107,042

The increase in interest expense for the year ended September 30, 2024, is primarily a result of the interest on the significantly higher face value of convertible notes, as well as the amortization of note discounts.

The following tables set forth key components of our balance sheet as of September 30, 2024, and 2023.

	2024			2023

Current Assets	$	1,983,881		$	1,661,800

Long term assets	$	191,310		$	639,334

Total Assets	$	2,175,191		$	2,301,134

Current Liabilities	$	2,412,635		$	2,561,493

Total Liabilities	$	2,412,635		$	2,561,493

Stockholders’ Deficit	$	(237,444	)	$	(260,359	)

Total Liabilities and Stockholders’ Deficit	$	2,175,191		$	2,301,134

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The following tables set forth key components of our balance sheet as of September 30, 2023, and 2022.

	2023			2022
Current Assets	$	1,661,800		$	788,019
Long term assets	$	639,334		$	122,990
Total Assets	$	2,301,134		$	911,009
Current Liabilities	$	2,561,493		$	449,217
Total Liabilities	$	2,561,493		$	449,217
Stockholders’ Equity (deficit)	$	(260,359	)	$	461,792
Total Liabilities and Stockholders’ Equity	$	2,301,134		$	911,009

Liquidity and Capital Resources

As of September 30, ~~2023~~2024, 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 September 30, ~~2023~~2024, the Company had an accumulated deficit of $3236,~~603~~867,~~480~~892 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.

For the year ended September 30, ~~2023~~2024, we primarily funded our business operations with our cash on hand as of October 1, 2023, and from the issuances of convertible notes of $12,~~215~~593,~~000, note payable of $40,000 and proceeds of $100,000 from the sale of common stock~~450.

As of September 30, ~~2023~~2024, we had cash of $~~674~~1,~~824~~439,835 compared to $~~755~~674,~~122~~824 at September 30, ~~2022~~2023. As of September 30, ~~2023~~2024, we had current assets of $1,~~661~~983,~~800~~881 and current liabilities of $2,~~561~~412,~~493~~635, which resulted in working capital deficit of $~~899~~428,~~693~~754. The current liabilities are comprised of accounts payable and accrued expenses, related party payables, convertible note payable, notes payable, ~~dividends~~deferred ~~payable~~revenue and ~~stock~~dividends ~~to be issued~~payable.

Operating Activities

For the year ended September 30, ~~2023~~2024, net cash used in operating activities was $1,~~435~~813,~~298~~732 compared to $21,~~381~~435,~~574~~298 for the year ended September 30, ~~2022~~2023. For the year ended September 30, ~~2023~~2024, our net cash used in operating activities was primarily attributable to the net loss of $4,~~728~~264,~~473~~412 and the gain on debt extinguishment of $4,565, adjusted by stock-based compensation of $31,~~136~~967,~~341~~989, amortization and depreciation expenses of $8489,~~222 and loss on debt extinguishment of $20,171~~608. Net changes of $52397,~~441~~648 in operating assets and liabilities decreased the cash used in operating activities.

For the year ended September 30, ~~2022~~2023, ~~net cash used in operating activities was $2,381,574 compared to $1,313,536 for the year ended September 30, 2021. For the year ended September 30, 2022,~~ our net cash used in operating activities was primarily attributable to the net loss of $54,~~100~~728,~~102~~473, adjusted by stock-based compensation of $23,~~178~~136,~~973~~341, amortization and depreciation expenses of $4784,~~615~~222 and loss on debt extinguishment of $20,171. Net changes of $~~491~~52,~~940~~441 in operating assets and liabilities decreased the cash used in operating activities.

Investing Activities

For the year ended September 30, 2024, the Company had $14,707 of cash used in investing activities, which was for purchase of fixed assets. There was no investment activity for the ~~years~~year ended September 30, 2023~~, and 2022~~.

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Financing Activities

For the year ended September 30, ~~2023~~2024, net cash provided by financing activities was $12,~~355~~593,~~000~~450, compared to $21,~~963~~355,~~500~~000 for the year ended September 30, ~~2022~~2023. During the year ended September 30, ~~2023~~2024, we received $12,~~215~~593,~~000~~450 from the issuances of convertible notes~~, $40,000 from the issuance of a note payable, and proceeds of $100,000 from the sale of common stock~~.

~~During~~21 ~~the~~Table ~~year ended September 30, 2022, we received $2,963,500 pursuant to the sale~~ of ~~59,270,000 shares of Series F Preferred Stock at $.05 per share.~~ Contents

Critical Accounting Policies and Estimates

Our significant accounting policies are summarized in Note 43 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~~The ~~determined~~SEC torequested bethat all registrants list their most “critical ~~are~~accounting ~~those~~polices” ~~policies~~in the Management Discussion and Analysis. The SEC indicated that ~~have~~a ~~the~~“critical ~~most~~accounting ~~significant~~policy” ~~impact~~is onone ~~our~~which is both important to the portrayal of a company’s financial ~~statements~~condition and ~~require~~results, and requires management’s tomost ~~use~~difficult, asubjective ~~greater~~or ~~degree~~complex judgments, often as a result of ~~judgment~~the ~~and~~need to make estimates. ~~Actual~~about ~~results~~the ~~may~~effect ~~differ~~of ~~from~~matters ~~those~~that ~~estimates~~are inherently uncertain. Our management believes that given current facts and circumstances, itthere isare ~~unlikely~~no ~~that~~material ~~applying~~estimates ~~any other reasonable judgments~~ or ~~estimate~~assumptions ~~methodologies~~with ~~would~~levels ~~cause an effect on our results~~ of ~~operations,~~subjectivity ~~financial~~and ~~position~~judgement ornecessary ~~liquidity~~to ~~for~~be ~~the~~considered ~~periods~~critical ~~presented~~accounting ~~in this report~~policies.

Convertible Instruments

The Company evaluates and accounts for conversion options embedded in convertible instruments in accordance with ASC 815, Derivatives and Hedging Activities.

GAAP requires companies to bifurcate conversion options from their host instruments and account for them as free-standing derivative financial instruments according to certain criteria. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not remeasured at fair value under other GAAP with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument.

In August 2020, the FASB issued Accounting Standards Update 2020-06 (ASU 2020-06). ASU 2020-06 eliminates the beneficial conversion feature and cash conversion models in Accounting Standards Codification 470-20 that require separate accounting for embedded conversion features in convertible instruments. The new guidance also eliminates some of the conditions that must be met for equity classification under ASC 815-40-25. The standard is effective for smaller reporting companies for annual periods beginning after December 15, 2023. Early adoption is permitted. The Company chose to early adopt this standard. As a result, financial results contained herein are reported in accordance with this standard as applicable.

The convertible debt issued by the company referred to in Note 7, did not require separate accounting for the conversion feature as it was not considered to be a derivative. The company issued warrants in connection with the debt financing and in accordance with ASC 470-20-25-2 the proceeds from the sale of the debt instruments have been allocated to the debt and warrants based on the relative fair value of the two components. The amount allocated to the warrants has been recorded as a debt discount to be amortized of the life of the note.

Fair value of financial instruments

The Company measures assets and liabilities at fair value based on an expected exit price as defined by the authoritative guidance on fair value measurements, which represents the amount that would be received on the sale of an asset or paid to transfer a liability, as the case may be, in an orderly transaction between market participants. As such, fair value may be based on assumptions that market participants would use in pricing an asset or liability. The authoritative guidance on fair value measurements establishes a consistent framework for measuring fair value on either a recurring or nonrecurring basis whereby inputs, used in valuation techniques, are assigned a hierarchical level.

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The following are the hierarchical levels of inputs to measure fair value:

● Level 1 - Observable inputs that reflect quoted market prices in active markets for identical assets or liabilities. ● Level 2 - Inputs reflect quoted prices for identical assets or liabilities in markets that are not active; quoted prices for similar assets or liabilities in active markets; inputs other than quoted prices that are observable for the assets or liabilities; or inputs that are derived principally from or corroborated by observable market data by correlation or other means. ● Level 3 - Unobservable inputs reflecting the Company’s assumptions incorporated in valuation techniques used to determine fair value. These assumptions are required to be consistent with market participant assumptions that are reasonably available.

The carrying amounts of the Company’s financial assets and liabilities, such as cash, prepaid expenses, other current assets, accounts payable and accrued expenses, certain notes payable and notes payable - related party, approximate their fair values because of the short maturity of these instruments.

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. Under ASC 606, revenue is recognized when the following criteria are met: (1) persuasive evidence of an arrangement exists; (2) the performance of service has been rendered to a customer or delivery has occurred; (3) the amount of fee to be paid by a customer is fixed and determinable; and (4) the collectability of the fee is reasonably assured. Other than 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.

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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ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not required for smaller reporting companies.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

See Index to Financial Statements and Financial Statement Schedules appearing on pages F1-F30 of this annual report on Form 10-K.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

None.

ITEM 9A. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

A review and evaluation were performed by the Company’s management, including the Company’s Chief Executive Officer (the “CEO”) and Chief Financial Officer (the “CFO”), as of the end of the period covered by this annual report on Form 10-K, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of the end of the period covered by this annual report. Based on that review and evaluation, the CEO and CFO have concluded that as of September 30, ~~2023~~2024, disclosure controls and procedures were not effective at ensuring that the material information required to be disclosed in our Exchange Act reports is recorded, processed, summarized, and reported as required in the application of SEC rules and forms.

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Management’s Report on Internal Controls over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Internal control over financial reporting is a set of processes designed by, or under the supervision of, a company’s principal executive and principal financial officers, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes those policies and procedures that:

	●	Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect our transactions and disposition of our assets;
	●	Provide reasonable assurance our transactions are recorded as necessary to permit preparation of our financial statements in accordance with GAAP, and that receipts and expenditures are being made only in accordance with authorizations of our management and directors; and
	●	Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. It should be noted that any system of internal control, however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the system will be met. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Our CEO and CFO have evaluated the effectiveness of our internal control over financial reporting as described in Exchange Act Rules 13a-15(e) and 15d-15(e) as of the end of the period covered by this report based upon criteria established in “Internal Control-Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework). As a result of this evaluation, we concluded that our internal control over financial reporting was not effective as of September 30, ~~2023~~2024, as described below.

We assessed the effectiveness of the Company’s internal control over financial reporting as of evaluation date and identified the following material weaknesses:

Insufficient Resources: We have an inadequate number of personnel with requisite expertise in the key functional areas of finance and accounting.

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Inadequate Segregation of Duties: We have an inadequate number of personnel to properly implement control procedures.

Lack of Audit Committee: We do not have a functioning audit committee, resulting in lack of independent oversight in the establishment and monitoring of required internal controls and procedures.

We are committed to improving the internal controls and will (1) consider using third party specialists to address shortfalls in staffing and to assist us with accounting and finance responsibilities, (2) increase the frequency of independent reconciliations of significant accounts which will mitigate the lack of segregation of duties until there are sufficient personnel and (3) may consider appointing additional outside directors and audit committee members in the future.

We have discussed the material weakness noted above with our independent registered public accounting firm. Due to the nature of these material weaknesses, there is a more than remote likelihood that misstatements which could be material to the annual or interim financial statements could occur that would not be prevented or detected.

This Annual Report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our independent registered public accounting firm pursuant to the rules of the SEC that permit us to provide only management’s report in this annual report.

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Changes in Internal Control over Financial Reporting

During the period covered by this report, there have been no changes in the Company’s internal controls over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company’s internal controls over financial reporting.

ITEM 9B. OTHER INFORMATION

None.

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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PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Identification of directors and executive officers.

The names and ages of our directors and executive officers are set forth below. Also included is their principal occupation(s). Our By-Laws provide for up to four directors. All directors are elected annually by the stockholders to serve until the next annual meeting of the stockholders and until their successors are duly elected and qualified.

Name	Age	Position
Gary Campbell	6970	CEO, CFO, Secretary and Director
Erik Stephansen	5960	President and Director
Natalia Sokolova	4748	President and COO

Gary Campbell, CEO, CFO, Secretary and Director

Mr. Campbell, age 6970, was President, Secretary and Director of Cytta from 2010 to 2013. In 2013, Mr. Campbell became CEO and CFO, as well as Secretary and Director, a status he maintains today. Since joining Cytta, Mr. Campbell has led the development of Cytta’s video compression and remote patient monitoring technology. Mr. Campbell has over 30 years’ experience in leadership roles in the technology industry. Mr. Campbell has degrees in both Commerce and Law from the University of British Columbia, Canada.

We believe that Mr. Campbell’s legal and business expertise and background experience, along with his direct experience as our CEO, gives him valuable insight into coordinating the oversight of the Company and makes him a valuable member of our Board of Directors.

Erik Stephansen, President and Director

Mr. Stephansen, age 5960, joined Cytta as President and Director in 2013. Mr. Stephansen assists with the development and integration of Cytta technologies. Mr. Stephansen is also currently CEO and President of LAM Aviation, a FAA technology partner developing Angle-of-Attack and Loss of Control prevention wing systems.

Previously, Mr. Stephansen worked in Private Equity advising buyers on technology integration. Mr. Stephansen is a Business Economics graduate of University of California, Santa Barbara, with specialized studies from UC Berkeley and advanced engineering Certificates from Stanford University.

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We believe that Mr. Stephansen’s business, economics, and technology industry experience, along with his service as our President and as CEO of LAM Aviation, make him a valuable member of our Board of Directors.

Natalia Sokolova, President and Chief Operating Officer

Ms. Sokolova, age 4748, holds the positions of President and COO at Cytta Corp. under a consulting contract which is reviewed annually. In 2006, Ms. Sokolova was the founder and manager of SGG World LLC (SGG). SGG is a US based Family Office and a strategic consulting firm through which provides consulting. Ms. Sokolova has over two decades of experience in global entrepreneurship, strategic growth, and innovation. Her specific expertise lies in the safety and security technology sector, encompassing fintech, DeFi, video streaming and compression, cyber security, web3, and AI. Natalia started her career at the U.S. Chamber of Commerce in Washington, DC, working for the Director of the International Division, European Affairs. Ms. Sokolova graduated Magna Cum Laude in 1998 with a dual major in Finance and International Business from University of Maryland, College Park.

Family Relationships

None.

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Involvement in Certain Legal Proceedings

No director, executive officer, significant employee or control person of the Company has been involved in any legal proceeding listed in Item 401(f) of Regulation S-K in the past 10 years.

Corporate Governance

Our Board has not established any committees, including an audit committee, a compensation committee or a nominating committee, or any committee performing a similar function. The functions of those committees are being undertaken by our Board. Because we do not have any independent directors, our Board believes that the establishment of committees of our Board would not provide any benefits to our Company and could be considered more form than substance.

Given our relative size and lack of directors’ and officers’ insurance coverage, we do not anticipate that any of our stockholders will make such a recommendation in the near future. While there have been no nominations of additional directors proposed, in the event such a proposal is made, all current members of our Board will participate in the consideration of director nominees.

As with most small, early- stage companies until such time as our Company further develops our business, achieves a revenue base and has sufficient working capital to purchase directors’ and officers’ insurance, we do not have any immediate prospects to attract independent directors. When we are able to expand our Board to include one or more independent directors, we intend to establish an audit committee of our Board of Directors. It is our intention that one or more of these independent directors will also qualify as an audit committee financial expert. Our securities are not quoted on an exchange that has requirements that a majority of our Board members be independent and we are not currently otherwise subject to any law, rule or regulation requiring that all or any portion of our Board of Directors include “independent” directors, nor are we required to establish or maintain an audit committee or other committee of our Board.

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Code of Ethics

We have adopted a Code of Ethics that applies to our officers, and which is intended to promote honest and ethical conduct and to deter wrongdoing.

Director Independence

None of the members of our Board of Directors qualifies as an independent director in accordance with the published listing requirements of the NASDAQ Global Market. The NASDAQ independence definition includes a series of objective tests, such as that the director is not, and has not been for at least three years, one of our employees and that neither the director, nor any of his family members has engaged in various types of business dealings with us. In addition, our Board has not made a subjective determination as to each director that no relationships exist which, in the opinion of our Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director, though such subjective determination is required by the NASDAQ rules. Had our Board of Directors made these determinations, our Board would have reviewed and discussed information provided by the directors and us with regard to each director’s business and personal activities and relationships as they may relate to us and our management.

In performing the functions of the audit committee, our board oversees our accounting and financial reporting process. In this function, our board performs several functions. Our board, among other duties, evaluates and assesses the qualifications of the Company’s independent auditors; determines whether to retain or terminate the existing independent auditors; meets with the independent auditors and financial management of the Company to review the scope of the proposed audit and audit procedures on an annual basis; reviews and approves the retention of independent auditors for any non-audit services; reviews the independence of the independent auditors; reviews with the independent auditors and with the Company’s financial accounting personnel the adequacy and effectiveness of accounting and financial controls and considers recommendations for improvement of such controls; reviews the financial statements to be included in our annual and quarterly reports filed with the Securities and Exchange Commission; and discusses with the Company’s management and the independent auditors the results of the annual audit and the results of our quarterly financial statements.

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Our board as a whole will consider executive officer compensation, and our entire board participates in the consideration of director compensation. Our board as a whole oversees our compensation policies, plans and programs, reviews and approves corporate performance goals and objectives relevant to the compensation of our executive officers, if any, and administers our equity incentive and stock option plans, if any.

Each of our directors participates in the consideration of director nominees. In addition to nominees recommended by directors, our board will consider nominees recommended by shareholders if submitted in writing to our secretary. Our board believes that any candidate for director, whether recommended by shareholders or by the board, should be considered on the basis of all factors relevant to our needs and the credentials of the candidate at the time the candidate is proposed. Such factors include relevant business and industry experience and demonstrated character and judgment.

Compliance with Section 16(a) of the Securities Exchange Act of 1934

Section 16(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) generally requires directors and executive officers, persons who beneficially own more than 10% of a registered class of the Company’s equity securities, and certain other persons of issuers that have a class of equity securities registered pursuant to Section 12 of the Exchange Act to file reports of ownership and changes in ownership on Forms 3, 4 and 5 with the SEC, and to furnish the Company with copies of the forms. Since we have not filed a Form 8-A with the SEC, we do not have a class of equity securities registered pursuant Section 12 of the Exchange Act, and we are not required to disclose delinquent Section 16(a) reports in this report.

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ITEM 11. EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION SUMMARY TABLE

The following table sets forth information regarding compensation earned in or with respect to our fiscal years ended September 30, ~~2023~~2024, and ~~2022~~2023:

(i) our principal executive officer or other individual serving in a similar capacity during the fiscal years ended September 30, ~~2023~~2024, and ~~2022~~2023;

(ii) our two most highly compensated executive officers other than our principal executive officers who were serving as executive officers at September 30, ~~2023~~2024, and ~~2022~~2023, whose compensation exceed $100,000; and

(iii) up to two additional individuals for whom disclosure would have been required but for the fact that the individual was not serving as an executive officer at September 30, ~~2023~~2024, and ~~2022~~2023.

Name & Principal Position	Year	Salary($)		Bonus($)		StockAwards($)		OptionAwards($)		NonequityIncentive PlanCompensation($)		AllOtherCompensation($)		Total($)
Gary Campbell (1)	2023		195,000		-		-		-		-		-		195,000
Chief Executive Officer	2022		223,000		100,000		-		-		-		-		323,000
Michael Collins (2)	2023		105,000		-		-		-		-		-		105,000
Chief Technology Officer	2022		223,000		150,000		-		-		-		-		373,000
Natalia Sokolova	2023		85,000		-		1,096,875		280,889		-		-		1,462,764
President and Chief Operating Officer (3)	2022		-		-		-		-		-		-		-
Michael Chermak	2023		55,000		-		-		-		-		-		55,000
Chief Administration Officer (4)	2022		165,000		90,000		-		-		-		-		255,000

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Name & Principal Position	Year	Salary ($)		Bonus ($)		Stock Awards ($)		Option Awards ($)		Nonequity Incentive Plan Compensation ($)		All Other Compensation ($)		Total ($)

Gary Campbell (1)	2024		180,000		-		-		-		-		-		180,000
Chief Executive Officer	2023		195,000		-		-		-		-		-		195,000

Michael Collins (2)	2024		-		-		-		-		-		-		-
Chief Technology Officer	2023		105,000		-		-		-		-		-		105,000

Natalia Sokolova	2024		180,000		-		74,125		421,334		-		-		675,459
President and Chief Operating Officer (3)	2023		85,000		-		1,096,875		280,889		-		-		1,462,764

Michael Chermak	2024		-		-		-		-		-		-		-
Chief Administration Officer (4)	2023		55,000		-		-		-		-		-		55,000

____________

(1) For the fiscal year ended September 30, 2023, the Company incurred management fees to Mr. Campbell of $20,000 per month from October 1, 2022, through December 31, 2022; and $15,000 per month from January 2023 through September ~~2023~~2024. ~~For~~As ~~the fiscal year ended September 30, 2022, the Company incurred management fees to Mr. Campbell~~ of ~~$15,000 per month from October 1, 2022, through December 31, 2021; $18,000 for January 2022 and $20,000 per month from February 2022 through~~ September ~~2022. The Company recorded a bonus of $100,000 to Mr. Campbell during the year ended September~~ 30, ~~2022. Of the expenses incurred above $180~~2024,~~000~~ ~~(including the~~ $~~100~~178,~~000~~040 ~~bonus) has not been paid and~~ is included in related party payables ~~as of September 30, 2023~~.

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(2)

For the fiscal year ended September 30, 2023, the Company incurred management fees to Mr. Collins of $20,000 per month from October 1, 2022, through December 31, 2022; and $15,000 per month from January 2023 through March 2023. Of the expenses recorded above $30,000 has not been paid and is included in related party payables as September 30, 2024. As of March 31, 2023, the Company was no longer compensating Mr. Collins.

(3)

For the fiscal year ended September 30, 2023, the Company incurred management fees to Ms. Sokolova of $10,000 per month from February 1, 2023, through August 31, 2023; and $15,000 in September 2023. On May 11, 2023, the Company issued 5,000,000 shares of restricted common stock to Ms. Sokolova as a bonus pursuant to her Consulting Agreement. The Company valued the shares at $200,000 ($0.04 per share, the market price, on the date the Company agreed to issue the shares). On July 10, 2023, the Company issued 15,000,000 shares of restricted common stock to Ms. Sokolova as a bonus pursuant to her Consulting Agreement. The Company valued the shares at $609,000 ($0.0406 per share, the market price, on the date the Company agreed to issue the shares). On September 7, 2023, the Company issued 5,000,000 shares of restricted common stock to Ms. Sokolova as a bonus pursuant to her Consulting Agreement. The Company valued the shares at $205,000 ($0.041 per share, the market price, on the date the Company agreed to issue the shares). On February 1, 2023, pursuant to a three-year consulting agreement, the Company granted Ms. Sokolova an option to purchase 10,000,000 shares of common stock (the “Cytta Option”)with an exercise price of $0.02 and an expiration date of July 1, 2025. The options vest over a two-year period at the rate of 25% every six months beginning on the six-month anniversary date of the agreement. The Company valued the option at $639,543 and will amortize the value over the three-year term of the agreement. For the year ended September 30, 2023, the Company has included $142,121 in stock-based compensation expense. The Company also granted Ms. Sokolova a warrant to purchase 250,000 shares of RM common stock (the “RM Warrant”) with an exercise price of $1.00 and an expiration date of July 1, 2025. The Company valued the warrant at $624,458 and will amortize the value over the three-year term of the agreement. For the year ended September 30, 2023, the Company has included $138,768 in stock-based compensation expense.

(4)

For the fiscal year ended September 30, 2023, the Company incurred management fees to Mr. Chermak of $15,000 per month from October 1, 2022, through December 31, 2022; and $10,000 for January 2023. Mr. Chermak resigned in January 2023.

(2)	For the fiscal year ended September 30, 2023, the Company incurred management fees to Mr. Collins of $20,000 per month from October 1, 2022, through December 31, 2022; and $15,000 per month from January 2023 through March 2023. For the fiscal year ended September 30, 2022, the Company incurred management fees to Mr. Collins of $15,000 per month from October 1, 2022, through December 31, 2021; $18,000 for January 2022 and $20,000 per month from February 2022 through September 2022. The Company recorded a bonus of $150,000 to Mr. Collins during the year ended September 30, 2022. Of the expenses recorded above $30,000 has not been paid and is included in related party payables as September 30, 2023. As of March 31, 2023, the Company was no longer compensating Mr. Collins.
(3)	For the fiscal year ended September 30, 2023, the Company incurred management fees to Ms. Sokolova of $10,000 per month from February 1, 2023, through August 31, 2023; and $15,000 in September 2023. On May 11, 2023, the Company issued 5,000,000 shares of restricted common stock to Ms. Sokolova as a bonus pursuant to her Consulting Agreement. The Company valued the shares at $200,000 ($0.04 per share, the market price, on the date the Company agreed to issue the shares). On July 10, 2023, the Company issued 15,000,000 shares of restricted common stock to Ms. Sokolova as a bonus pursuant to her Consulting Agreement. The Company valued the shares at $609,000 ($0.0406 per share, the market price, on the date the Company agreed to issue the shares). On September 7, 2023, the Company issued 5,000,000 shares of restricted common stock to Ms. Sokolova as a bonus pursuant to her Consulting Agreement. The Company valued the shares at $205,000 ($0.041 per share, the market price, on the date the Company agreed to issue the shares). On February 1, 2023, pursuant to a three-year consulting agreement, the Company granted Ms. Sokolova an option to purchase 10,000,000 shares of common stock with an exercise price of $0.02 and an expiration date of July 1, 2025. The options vest over a two-year period at the rate of 25% every six months beginning on the six-month anniversary date of the agreement. The Company valued the option at $639,543 and will amortize the value over the three-year term of the agreement. For the year ended September 30, 2023, the Company has included $142,121 in stock-based compensation expense. The Company also granted Ms. Sokolova a warrant to purchase 250,000 shares of RM common stock with an exercise price of $1.00 and an expiration date of July 1, 2025. The Company valued the warrant at $624,458 and will amortize the value over the three-year term of the agreement. For the year ended September 30, 2023, the Company has included $138,768 in stock-based compensation expense.
(4)	For the fiscal year ended September 30, 2023, the Company incurred management fees to Mr. Chermak of $15,000 per month from October 1, 2022, through December 31, 2022; and $10,000 for January 2023. Mr. Chermak resigned in January 2023. For the fiscal year ended September 30, 2022, the Company incurred management fees to Mr. Chermak of $10,000 per month from October 1, 2022, through December 31, 2021, and $15,000 per month from January 2022 through September 2022. The Company recorded a bonus of $90,000 to Mr. Chermak during the year ended September 30, 2022.

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Employment Agreements

The Company has no formal employment agreements with its officers and directors; however, the Company has orally agreed to compensate Mr. Campbell and Ms. Sokolova $15,000 each per month, effective October 1, 2023.

Compensation of Directors

Directors are permitted to receive fixed fees and other compensation for their services as directors. The Board of Directors has the authority to fix the compensation of directors. No amounts have been paid to, or accrued to, directors in such capacity during the last three years.

Option Grants

During the year ended September 30, ~~2023~~2024, ~~the~~there ~~following~~were no options issued to purchase ~~common~~shares ~~stock~~of ~~were~~our ~~granted~~Common Stock.

On February 1, 2023, pursuant to a three-year consulting agreement, the Company granted an option to purchase 10,000,000 shares of common stock with an exercise price of $0.02 and an expiration date of July 1, 2025. The options vest over a two-year period at the rate of 25% every six months beginning on the six-month anniversary date of the agreement. The Company valued the option at $639,543 and will amortize the value over the three-year term of the agreement. For the ~~year~~years ended September 30, 2024, and 2023, the Company has included $213,181 and $142,121, respectively, in stock-based compensation expense, related party.

30On ~~Table~~March 3, 2023, pursuant to a one-year consulting agreement, the Company granted an option to purchase 10,000,000 shares of ~~Contents~~common stock with an exercise price of $0.02 and an expiration date of July 1, 2025. The options vest over a two-year period at the rate of 25% every six months beginning on the six-month anniversary date of the agreement. The Company valued the option at $449,651 and will amortize the value over the one-year term of the agreement. For the years ended September 30, 2024, and 2023, the Company has included $187,354 and $262,297, respectively, in stock-based compensation expense.

OnAs ~~March~~of 3September 30, ~~2023~~2024, ~~pursuant to a one-year consulting agreement~~5,000,000 ~~the~~options ~~Company granted an option~~ to purchase ~~10,000,000~~ shares of common stock ~~with~~remain anunvested ~~exercise~~and ~~price~~$284,241 of ~~$0.02~~stock ~~and~~compensation anexpense ~~expiration~~remains ~~date~~unrecognized ofand ~~July~~is 1,being ~~2025.~~expensed ~~The options vest~~ over a ~~two-year~~weighted average period ~~at the rate~~ of ~~25%~~2.37 ~~every~~years ~~six~~from ~~months beginning on~~ the ~~six-month anniversary~~ date of the ~~agreement~~grant. The Company valued the option at $449,651 and will amortize the value over the one-year term of the agreement. For the year ended September 30, 2023, the Company has included $262,297 in stock-based compensation expense.

As of September 30, 2023, 15,000,000 options to purchase shares of common stock remain unvested and $684,777 of stock compensation expense remains unrecognized and is being expensed over a weighted average period of 2.37 years from the date of the grant.

There were no options to purchase shares of our Common Stock issued and outstanding as of September 30, 2022.

Warrant Grants

~~During~~On April 1, 2024, the Company granted a warrant to purchase 50,000 shares of RM common stock with an exercise price of $1.50 and an expiration date of April 1, 2025. The Company value the warrant at $119,348 and for the year ended September 30, ~~2023~~2024, the ~~following~~Company ~~options~~has toincluded ~~purchase~~$119,348 ~~common~~in stock-based ~~were~~compensation ~~granted~~expense.

OnDuring ~~February 1, 2023, pursuant to a three-year consulting agreement,~~ the Company granted a warrant to purchase 250,000 shares of RM common stock with an exercise price of $1.00 and an expiration date of July 1, 2025. The Company valued the warrant at $624,458 and will amortize the value over the three-year ~~term of the agreement. For the year~~ ended September 30, 2023, the ~~Company~~following ~~has~~warrants ~~included~~to ~~$138,768~~purchase incommon stock~~-based~~ ~~compensation~~were ~~expense, related party~~granted.

On February 81, 2023, anpursuant ~~investor~~to ~~paid~~a $5three-year consulting agreement,~~000~~ tothe ~~acquire~~Company granted a warrant to purchase 2250,000~~,000~~ shares of RM common stock. ~~The~~with ~~warrant has~~ an exercise price of $01.0200 ~~per~~and ~~share~~an ~~and~~expiration ~~expires~~date of July 1, ~~2024~~2025. The Company ~~also~~valued ~~issued~~the a warrant toat ~~purchase 100~~$624,~~000~~458 ~~shares~~and will amortize the value over the three-year term of RMthe ~~Stock~~agreement. For the years ended September 30, ~~with~~2024, anand ~~exercise~~2023, ~~price~~the ofCompany has included $~~1.00~~208,153 and an$138,768, ~~expiration~~respectively, ~~date~~in ofstock-based ~~July~~compensation 1expense, ~~2024~~related party.

On29 ~~February~~Table ~~10, 2023, pursuant to a convertible note with a current shareholder~~ of the Company, the Company issued a warrant to the investor to purchase 2,000,000 shares of common stock at an exercise price of $0.025 per share and an expiration date of July 1, 2025. The Company valued the warrant at $79,914, based on the Black Scholes option pricing model. The Company also issued a warrant to purchase 100,000 shares of RM Stock at an exercise price of $1.00 and an expiration date of July 1, 2025. The Company valued the RM Stock warrant at $249,811, based on the Black Scholes option pricing model. The Company applied $43,416 to the note as a discount based on the allocations of the fair values of the warrants and the note. The Company will charge the note discount to interest expense over the term of the note. For the year ended September 30, 2023, the Company recorded interest expense of $19,867.Contents

On ~~March~~February 18, 2023, an investor paid $5,000 to acquire a warrant to purchase 2,000,000 shares of common stock. The warrant has an exercise price of $0.02 per share and expires July 1, 2024. The Company also issued a warrant to purchase 100,000 shares of RM Stock, with an exercise price of $1.00 and an expiration date of July 1, ~~2024~~2025, as amended.

On ~~March~~February 310, 2023, pursuant to a convertible note with a current shareholder of the Company, the Company issued a warrant to the investor to purchase 2,000,000 shares of common stock at an exercise price of $0.025 per share and an expiration date of July 1, 2025. The Company valued the warrant at $8979,~~916~~914, based on the Black Scholes option pricing model. The Company also issued a warrant to purchase 100,000 shares of RM Stock at an exercise price of $1.00 and an expiration date of July 1, 2025. The Company valued the RM Stock warrant at $249,~~822~~811, based on the Black Scholes option pricing model. The Company applied $43,~~585~~416 to the note as a discount based on the allocations of the fair values of the warrants and the note. The Company will charge the note discount to interest expense over the term of the note. For the ~~year~~years ended September 30, 2024, and 2023, the Company recorded interest ~~expenses~~expense of $1823,~~923~~549 and $19,867, respectively.

On March 31, 2023, ~~pursuant~~an toinvestor apaid ~~one-year consulting agreement with a Company shareholder~~$5,000 ~~the Company issued~~ to ~~the~~acquire ~~shareholder~~ a warrant to purchase ~~250~~2,000,000 shares of RMcommon ~~Stock~~stock. ~~with~~The warrant has an exercise price of $10.0002 ~~and~~per anshare ~~expiration~~and ~~date~~expires of July 1, ~~2025~~2024. The Company ~~valued~~also ~~the~~issued a warrant atto ~~$624~~purchase 100,~~556~~000 ~~and~~shares ~~will~~of ~~amortize~~RM ~~the~~Stock, ~~value~~with ~~over~~an ~~the~~exercise ~~one-year~~price ~~term~~ of ~~the agreement~~$1.00 ~~For~~and ~~the~~an ~~year~~expiration ~~ended~~date ~~September~~of ~~30,~~July ~~2023~~1, ~~the Company has included $364~~2025,~~324~~ inas ~~stock-based compensation expenses~~amended.

AsOn ofMarch ~~September 30~~3, 2023, ~~there~~pursuant ~~are~~to ~~warrants~~a ~~outstanding~~convertible note with a current shareholder of the Company, the Company issued a warrant to the investor to purchase 82,000,000 shares of common stock at an exercise price of ~~the~~$0.025 per share and an expiration date of July 1, 2025. The Company valued the warrant at $89,916, based on the Black Scholes option pricing model. ~~And~~The ~~warrants~~Company also issued a warrant to purchase ~~900~~100,000 shares of ~~common~~RM ~~stock~~Stock at an exercise price of ~~Reticulate~~$1.00 ~~Micro~~and ~~owned~~an byexpiration date of July 1, 2025. The Company valued the RM Stock warrant at $249,822, based on the Black Scholes option pricing model. The Company applied $43,585 to the note as a discount based on the allocations of the fair values of the warrants and the note. The Company will charge the note discount to interest expense over the term of the note. For the years ended September 30, 2024,and 2023, the Company recorded interest expenses of $24,662 and $18,923, respectively.

31On ~~Table~~March 3, 2023, pursuant to a one-year consulting agreement with a Company shareholder, the Company issued to the shareholder a warrant to purchase 250,000 shares of ~~Contents~~RM Stock with an exercise price of $1.00 and an expiration date of July 1, 2025. The Company valued the warrant at $624,556 and will amortize the value over the one-year term of the agreement. For the years ended September 30, 2024, and 2023, the Company has included $260,232 and $364,324, respectively, in stock-based compensation expenses.

~~Outstanding~~As ~~Equity~~of ~~Awards~~September At30, ~~2023~~2024, ~~Fiscal~~there ~~Year-End~~are warrants outstanding to purchase 4,000,000 shares of common stock of the Company and warrants to purchase 950,000 shares of common stock of Reticulate Micro owned by the Company.

~~There~~Outstanding ~~were~~Equity noAwards ~~outstanding~~At ~~equity~~2024 ~~awards~~Fiscal ~~for the years ended September 30, 2023, and 2022.~~Year-End

There were no outstanding equity awards for the years ended September 30, 2024, and 2023.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table shows the beneficial ownership of the Company’s shares as of January 414, ~~2024~~2025, (unless otherwise noted) by (i) each person known by the Company to own beneficially more than 5% of the outstanding shares, (ii) each director and director nominee of the Company, (iii) each executive officer of the Company named in the Summary Compensation Table (the “Named Executive Officers” or “NEOs”), and (iv) all executive officers and directors of the Company as a group. The table includes shares that may be acquired within 60 days of January 414, ~~2024~~2025, upon the exercise of stock options by employees or outside directors and shares of restricted stock.

Unless otherwise indicated, each of the persons or entities listed below exercises sole voting and dispositive power over the shares that each of them beneficially owns.

Table of Contents

For the beneficial ownership of the stockholders owning 5% or more of the shares, the Company relied on publicly available filings and representations of the stockholders.

Name and Title:	Class of Security	Amount ofbeneficialownership			Percent ofClass (1)
Executive Officers and Directors:
Gary Campbell, CEO, CFO and Director	Common Stock		62,184,875	(2)		1413.2923	%
	Series D Preferred Stock		50,000			100.000	%
Erik Stephansen, Director	Common Stock		7,770,081			1.7965	%
Natalia Sokolova, President and COO	Common Stock		3038,~~422~~700,~~222~~000	(3)		68.9611	%
All directors and officers as a group	Common Stock		~~100~~108,~~327~~654,~~178~~956	(4)		22.9676	%
	Series D Preferred Stock		50,000			100.000	%
Michael Collins	Common Stock		30,100,000			6.9241	%

(1) Percentages are based on ~~434~~469,~~718~~877,~~920~~826 shares of the Company’s common stock, and 50,000 shares of Series D Preferred stock issued and outstanding as of January 414, ~~2024~~2025. Holder(s) of the Series D Preferred Stock have the right to vote on all shareholder matters equal to two times the sum of all the number of shares of other classes of Corporation capital stock eligible to vote on all matters submitted to a vote of the stockholders and each share of Series D Preferred Stock is convertible into 1 share of common stock.

32 Table of Contents

	(2)	Includes 9,900,000 shares of common stock in the name of Gary Campbell, 25,100,000 shares of common stock issued in the name of Lando Technologies, Inc. (“Lando”), 19,800,000 shares of common stock issued in the name of Unified Assets, Inc. (“Unified”), 5,668,208 shares of common stock issued in the name of TEKM Services, Inc. (“TEKM”), 166,667 shares of common stock issued in the name of Unified Financial, Inc. (“Financial”), 1,500,000 shares of common stock issued in the name Cytta Foundation (“CF”) and 50,000 shares of Series D Preferred Stock that are convertible into 50,000 shares of common stock, issued in the name of Financial. Lando, Unified, TEKM, CF and Financial are all controlled by Gary Campbell.

	(3)	Includes 31,200,000 shares of common stock issued to SGG World, LLC, a limited liability corporation managed by Natalia Sokolova and options to purchase 7,500,000 shares of common stock.

	(4)	Includes 9,900,000 shares of common stock in the name of Gary Campbell, 25,100,000 shares of common stock issued in the name of Lando Technologies, Inc. (“Lando”), 19,800,000 shares of common stock issued in the name of Unified Assets, Inc. (“Unified”), 5,668,208 shares of common stock issued in the name of TEKM Services, Inc. (“TEKM”), 166,667 shares of common stock issued in the name of Unified Financial, Inc. (“Financial”), 1,500,000 shares of common stock issued in the name Cytta Foundation (“CF”) and 50,000 shares of Series D Preferred Stock that are convertible into 50,000 shares of common stock, issued in the name of Financial. Lando, Unified, TEKM, CF and Financial are all controlled by Gary Campbell. Includes 31,200,000 shares of common stock issued to SGG World, LLC, a limited liability corporation managed by Natalia Sokolova and options to purchase 7,500,000 shares of common stock.

	(2)	Includes 9,900,000 shares of common stock in the name of Gary Campbell, 25,100,000 shares of common stock issued in the name of Lando Technologies, Inc. (“Lando”), 19,800,000 shares of common stock issued in the name of Unified Assets, Inc. (“Unified”), 5,668,208 shares of common stock issued in the name of TEKM Services, Inc. (“TEKM”), 166,667 shares of common stock issued in the name of Unified Financial, Inc. (“Financial”), 1,500,000 shares of common stock issued in the name Cytta Foundation (“CF”) and 50,000 shares of Series D Preferred Stock that are convertible into 50,000 shares of common stock, issued in the name of Financial. Lando, Unified, TEKM, CF and Financial are all controlled by Gary Campbell.
	(3)	Includes 28,200,000 shares of common stock issued to SGG World, LLC, a limited liability corporation managed by Natalia Sokolova and options to purchase 2,222,222 shares of common stock.
	(4)	Includes 9,900,000 shares of common stock in the name of Gary Campbell, 25,100,000 shares of common stock issued in the name of Lando Technologies, Inc. (“Lando”), 19,800,000 shares of common stock issued in the name of Unified Assets, Inc. (“Unified”), 5,668,208 shares of common stock issued in the name of TEKM Services, Inc. (“TEKM”), 166,667 shares of common stock issued in the name of Unified Financial, Inc. (“Financial”), 1,500,000 shares of common stock issued in the name Cytta Foundation (“CF”) and 50,000 shares of Series D Preferred Stock that are convertible into 50,000 shares of common stock, issued in the name of Financial. Lando, Unified, TEKM, CF and Financial are all controlled by Gary Campbell.

Table of Contents

Related Party agreements and fees

For the years ended September 30, ~~2023~~2024, and ~~2022~~2023, the Company recorded expenses to related parties in the following amounts:

	Years ended September 30,
	2023		2022
	2024		2023
CEO-Management fees	$	~~195~~180,000	$	~~323~~195,000
Chief Technology Officer (CTO) through March 31, 2023		~~105,000~~-		~~373~~105,000
Chief Administration Officer (CAO) resigned January 2023		~~55,000~~-		~~391~~55,~~720~~000
President and Chief Operating Officer (COO)		1675,~~462,764~~459		-1,462,764
Office rent and expenses		2515,~~737~~602		5425,~~757~~737
Total	$	1871,~~843,501~~061	$	1,~~142~~843,~~477~~501

For the fiscal year ended September 30 , ~~2023~~2024, the Company incurred management fees to Mr. Campbell of $20180,000 ~~per month from October 1, 2022, through December 31, 2022; and $15,000 per month from January 2023 through September 2023~~. For the fiscal year ended September 30, ~~2022~~2023, the Company incurred management fees to Mr. Campbell of $1520,000 per month from October 1, 2022, through December 31, ~~2021~~2022; ~~$18,000 for January 2022~~ and $2015,000 per month from ~~February~~January ~~2022~~2023 through September ~~2022~~2023. ~~The~~As ~~Company recorded a bonus~~ of ~~$100,000 to Mr. Campbell during the year ended~~ September 30, ~~2022. Of~~2024, ~~the expenses incurred above~~ $~~180~~178,~~000~~040 of fees (including ~~the~~prior ~~$100,000 bonus~~years) ~~has~~have not been paid and is included in related party payables as of September 30, ~~2023~~2024.

For the fiscal year ended September 30, 2023, the Company incurred management fees to Mr. Collins of $20,000 per month from October 1, 2022, through December 31, 2022; and $15,000 per month from January 2023 through March 2023. ~~For~~As ~~the~~of ~~fiscal year ended~~ September 30, ~~2022~~2024, ~~the Company incurred management fees to Mr. Collins of~~ $1530,000 ~~per month from October 1, 2022, through December 31, 2021; $18,000 for January 2022 and $20,000 per month from February 2022 through September 2022. The Company recorded a bonus~~ of ~~$150,000~~fees to(including ~~Mr.~~prior ~~Collins~~years) ~~during~~have ~~the year ended September 30, 2022. Of the expenses recorded above $30,000 has~~ not been paid and is included in related party payables as of September 30, ~~2023~~2024. As of March 31, 2023, the Company was no longer compensating Mr. Collins.

33Effective ~~Table~~February 1, 2023, the Company entered a Consulting Executive Officer Agreement with a three- year term to an entity to provide the services of ~~Contents~~a Chief Operating Officer (the “COO”) of the Company. On October 1, 2023, the BOD also appointed the COO as the President. Pursuant to the agreement, the Company agreed to a monthly fee of $10,000, and the issuance of 250,000 shares per month, to be certificated semi-annually. The monthly fee was increased to $15,000 per month effective September 1, 2023. For the years ended September 30, 2024, and 2023, the Company recorded expenses of $74,125 and $82,875, respectively, related to the 250,000 shares per month. On May 8, 2024, the Company issued 3,000,000 shares of common stock for the months of February 2023, through January 2024. On May 11, 2023, the Company issued 5,000,000 shares to the Company’s COO as a bonus pursuant to their Consulting Agreement. The Company valued the shares at $0.04 per share and included stock-based compensation expense-related party of $200,000 for the year ended September 30, 2023. On July 10, 2023, the Company issued 15,000,000 shares to the Company’s COO as a bonus pursuant to their Consulting Agreement. The Company valued the shares at $0.0406 per share and included stock-based compensation expense-related party of $609,000 for the year ended September 30, 2023. On September 7, 2023, the Company issued 5,000,000 shares to the Company’s COO as a bonus pursuant to their Consulting Agreement. The Company valued the shares at $0.041 per share and included stock-based compensation expense-related party of $205,000 for the year ended September 30, 2023.

~~For the fiscal year ended September 30~~Additionally, ~~2023,~~ the Company ~~incurred~~granted ~~management~~an ~~fees~~option to ~~Ms.~~purchase ~~Sokolova of $~~10,000 ~~per month from February 1~~, ~~2023, through August 31, 2023; and $15,~~000 inshares ~~September~~of ~~2023. On May 11, 2023,~~ the Company’s ~~issued 5,000,000 shares of restricted~~ common stock ~~to Ms. Sokolova as a bonus pursuant to her Consulting Agreement. The Company valued the shares~~ at $~~200,000 ($~~0.0402 per share, ~~the~~with ~~market~~an ~~price,~~expiry ~~on the~~ date ~~the~~of ~~Company agreed to issue the shares). On~~ July 101, ~~2023,~~2025 (the ~~Company~~"CYCA ~~issued 15,000,000 shares of restricted common stock to Ms~~Option”). ~~Sokolova as a bonus pursuant to her Consulting Agreement.~~ The ~~Company~~CYCA ~~valued~~option ~~the~~vests ~~shares~~ at ~~$609,000~~the ~~($0.0406~~rate ~~per~~of ~~share,~~25% ~~the~~beginning ~~market price,~~ on the ~~date~~first ~~the~~six-month ~~Company~~anniversary ~~agreed~~of ~~to issue~~ the ~~shares). On September 7~~agreement, ~~2023,~~as ~~the~~well ~~Company issued 5,000,000 shares of restricted common stock to Ms. Sokolova~~ as a ~~bonus~~warrant ~~pursuant~~ to ~~her~~purchase ~~Consulting Agreement. The Company valued the shares at $205~~250,000 ~~($0.041~~shares ~~per~~of ~~share,~~ the ~~market~~Reticulate ~~price,~~Micro oncommon ~~the~~stock ~~date~~ the Company ~~agreed~~owns ~~to issue~~ (the ~~shares~~“RM Warrant”). OnThe ~~February~~RM 1,Warrant ~~2023,~~has ~~pursuant to a three-year consulting agreement, the Company granted Ms. Sokolova~~ an ~~option to purchase 10,000,000 shares of common stock with an~~ exercise price of $01.0200 per share and an ~~expiration~~expiry date of July 1, 2025. The ~~options~~Company ~~vest~~valued ~~over~~the aCYCA ~~two-year~~Option ~~period~~ at ~~the~~$639,543 ~~rate~~based ~~of 25% every six months beginning~~ on the ~~six~~Black-~~month~~Scholes ~~anniversary date of the agreement. The Company valued the~~ option atpricing ~~$639,543~~method and will ~~amortize~~be ~~the~~amortized ~~value~~through ~~over~~ the ~~three-year~~ term of the agreement., ~~For~~and ~~the year ended September 30~~accordingly, ~~2023~~$213,181, ~~the~~and ~~Company has included~~ $142,121 inis included in stock-based compensation expense.-related ~~The~~party for ~~Company~~the ~~also~~years ~~granted~~ended ~~Ms.~~September ~~Sokolova~~30, ~~a warrant to purchase 250~~2024,~~000~~ ~~shares of RM common stock with an exercise price of $1.00~~ and ~~an expiration date of July 1~~2023, ~~2025~~respectively. The Company valued the ~~warrant~~RM Warrant at $624,458 ~~and~~based ~~will~~on ~~amortize~~ the ~~value~~Black-Scholes ~~over~~option ~~the~~pricing ~~three-year~~method ~~term~~and ofwill ~~the~~be ~~agreement.~~amortized ~~For~~through the ~~year~~term ~~ended~~of ~~September~~the 30agreement, ~~2023~~and accordingly, ~~the~~$208,153, ~~Company~~and ~~has included~~ $138,768 inis included in stock-based compensation expense-related party for the years ended September 30, 2024, and 2023, respectively.

~~For~~32 ~~the~~Table ~~fiscal year ended September 30, 2023, the Company incurred management fees to Mr. Chermak~~ of $15,000 per month from October 1, 2022, through December 31, 2022; and $10,000 for January 2023. Mr. Chermak resigned in January 2023. For the fiscal year ended September 30, 2022, the Company incurred management fees to Mr. Chermak of $10,000 per month from October 1, 2022, through December 31, 2021, and $15,000 per month from January 2022 through September 2022. The Company recorded a bonus of $90,000 to Mr. Chermak during the year ended September 30, 2022. Contents

OnFor ~~October 25, 2020,~~ the ~~Company~~fiscal ~~entered~~year aended ~~sublease~~September ~~with~~30, ~~its CTO~~2023, ~~whereby~~ the Company ~~agreed~~incurred tomanagement anfees ~~annual~~to ~~lease~~Mr. ~~payment~~Chermak of $5015,000. ~~On October 26, 2021, the Company renewed the lease for an additional year for $3,500~~ per month, ~~and~~from on October 261, 2022, ~~the~~through ~~lease~~December ~~was~~31, ~~renewed~~2022; onand a$10,000 ~~month-to-month basis. Included in office rent~~ for ~~the~~January ~~year ended September 30,~~ 2023,. ~~and~~Mr. ~~2022,~~Chermak isresigned ~~$21,000,~~in ~~and~~January ~~$46,163, respectively~~2023.

~~Item~~Beginning ~~14.~~in ~~Principal~~April ~~Accountant~~2024, ~~Fees~~the ~~and~~Company ~~Services~~agreed to rent office space for the COO at $2,575 per month, on a month to month basis, accordingly, $15,602 is included in related party expenses for the year ended September 30, 2024.

~~The~~On ~~following~~October is25, 2020, the Company entered a ~~summary~~sublease with its CTO, whereby the Company agreed to an annual lease payment of $50,000. On October 26, 2021, the ~~fees~~Company ~~billed~~renewed the lease for an additional year for $3,500 per month, and on October 26, 2022, the lease was renewed on a month-to-month usbasis. byThe ~~Prager~~last ~~Metis~~month ~~CPAs~~to ~~LLC~~month lease payment related to the agreement with the CTO was for March 2023, ~~our~~and ~~independent~~accordingly, ~~registered~~for ~~public~~the ~~accounting~~CTO ~~firm~~rent, there is no expense for ~~professional~~the ~~services~~year ~~rendered~~ended September 30, 2024. Included in related party expenses for the ~~fiscal~~CTO ~~years~~office rent and other expenses for the year ended September 30, 2023, ~~and 2022~~is $25,737.

	2023		2022
Audit Fees (1)	$	57,000	$	47,000
Total Fees	$	57,000	$	47,000

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

~~(1)~~The ~~Audit~~following ~~Fees~~is ~~are~~a ~~fees~~summary ~~paid~~of ~~for~~the ~~professional~~fees ~~services~~billed ~~rendered~~to ~~for~~us ~~the~~by ~~audit~~Prager ofMetis ~~the~~CPAs ~~Company’s~~LLC, ~~annual~~our ~~consolidated~~independent ~~financial~~registered ~~statements,~~public ~~reviews~~accounting offirm, ~~the~~for ~~Company’s~~professional ~~interim~~services ~~consolidated~~rendered ~~financial~~for ~~statements~~the ~~and~~fiscal ~~statutory~~years ~~audit~~ended ~~requirements~~September at30, ~~certain~~2024, ~~non-U.S.~~and ~~locations~~2023.

34 Table of Contents

	2024		2023
Audit Fees ⁽¹⁾	$	71,000	$	57,000
Total Fees	$	71,000	$	57,000

~~Item~~(1) ~~15.~~Audit ~~Exhibits~~Fees are fees paid for professional services rendered for the audit of the Company’s annual consolidated financial statements, ~~Financial~~reviews ~~Statement~~of ~~Schedules~~the Company’s interim consolidated financial statements and statutory audit requirements at certain non-U.S. locations.

(a)	1.	Financial Statements
		The financial statements and Reports of Independent Registered Public Accounting Firms are listed in the “Index to Financial Statements and Schedules” on page F-1 and included on pages F-2 to F-30.
	2.	Financial Statement Schedules
		All schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission (the “Commission”) are either not required under the related instructions, are not applicable (and therefore have been omitted), or the required disclosures are contained in the financial statements included herein.
	3.	Exhibits (including those incorporated by reference).

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

Exhibit No.		Description
(a)	1.	Financial Statements
3.1		Articles of Incorporation of Cytta Corp.*
		The financial statements and Reports of Independent Registered Public Accounting Firms are listed in the “Index to Financial Statements and Schedules” on page F-1 and included on pages F-2 to F-30.
3.2		Bylaws of the Company *
	2.	Financial Statement Schedules
3.3		Amendment to Articles of Incorporation Amending Authorized Common and Preferred Stock *
		All schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission (the “Commission”) are either not required under the related instructions, are not applicable (and therefore have been omitted), or the required disclosures are contained in the financial statements included herein.
3.4		Amended and Restated Certificate of Designation of Series D Preferred Stock *
	3.	Exhibits (including those incorporated by reference).
3.5		Amended and Restated Certificate of Designation of Series E Preferred Stock *
10.1		Agreement by and between Cytta Corp and Makena Investment Advisors, LLC dated April 1, 2020 *
10.2		Sublease Agreement by and between Cytta Corp and Michael Collins dated October 25, 2020 *
10.3		Agreement by and between Cytta Corp and Peter Rettman dated August 27, 2020 *
10.4		Share Issuance agreement by and between Cytta Corp and United Financial Inc., dated September 30, 2020 *
10.5		Technology Access Agreement by and between Cytta Corp and Michael Collins dated July 19, 2018 *
14.1		Code of Ethics *
31.1		Certification of Chief Executive Officer required by Rule 13a-14(1) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002**
31.2		Certification of Chief Financial Officer required by Rule 13a-14(1) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002**
32.1		Certification of Chief Executive Officer and the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and Section 1350 of 18 U.S.C. 63**
101.INS**		Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).
101.SCH**		Inline XBRL Taxonomy Extension Schema Document.
101.CAL**		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF**		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB**		Inline XBRL Taxonomy Extension Labels Linkbase Document.
101.PRE**		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104		Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).

~~____________~~33 Table of Contents

* Incorporated by reference to the same exhibit to the registration statement filed by the Company on June 28, 2021.

Exhibit No.		Description
3.1		Articles of Incorporation of Cytta Corp.*
3.2		Bylaws of the Company *
3.3		Amendment to Articles of Incorporation Amending Authorized Common and Preferred Stock *
3.4		Amended and Restated Certificate of Designation of Series D Preferred Stock *
3.5		Amended and Restated Certificate of Designation of Series E Preferred Stock *
10.1		Agreement by and between Cytta Corp and Makena Investment Advisors, LLC dated April 1, 2020 *
10.2		Sublease Agreement by and between Cytta Corp and Michael Collins dated October 25, 2020 *
10.3		Agreement by and between Cytta Corp and Peter Rettman dated August 27, 2020 *
10.4		Share Issuance agreement by and between Cytta Corp and United Financial Inc., dated September 30, 2020 *
10.5		Technology Access Agreement by and between Cytta Corp and Michael Collins dated July 19, 2018 *
14.1		Code of Ethics *
31.1		Certification of Chief Executive Officer required by Rule 13a-14(1) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002**
31.2		Certification of Chief Financial Officer required by Rule 13a-14(1) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002**
32.1		Certification of Chief Executive Officer and the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and Section 1350 of 18 U.S.C. 63**
101.INS**		Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).
101.SCH**		Inline XBRL Taxonomy Extension Schema Document.
101.CAL**		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF**		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB**		Inline XBRL Taxonomy Extension Labels Linkbase Document.
101.PRE**		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104		Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).

** Filed herewith.____________

* Incorporated by reference to the same exhibit to the registration statement filed by the Company on June 28, 2021.

** Filed herewith.

ITEM 16. FORM 10-K SUMMARY

Not applicable.

3534 Table of Contents

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Cytta Corp.
Date: January 12, 2024	By:	/s/ Gary Campbell
Date: January 14, 2025	By:	/s/ Gary Campbell
		Gary Campbell
		Chief Executive Officer & Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Date: January 12, 2024	By:	/s/ Gary Campbell
Date: January 14, 2025	By:	/s/ Gary Campbell
		Gary Campbell
		Chief Executive Officer, Chief Financial Officer, Principal Executive Officer, Principal Accounting Officer, and Director

	By:	/s/ Erik Stephansen
		Erik Stephansen
		Director

3635 Table of Contents

CYTTA CORP.

FINANCIAL STATEMENTS

Table of Contents

		Page
Reports of Independent Registered Public Accounting (ID #273)		F-2
Reports of Independent Registered Public Accounting Firm (ID #273)		F-2
Balance Sheets as of September 30, 2023, and 2022		F-3
Balance Sheets as of September 30, 2024, and 2023		F-3
Statements of Comprehensive Loss for the years ended September 30, 2023, and 2022		F-4
Statements of Operations for the years ended September 30, 2024, and 2023		F-4
Statements of Stockholders’ Equity (Deficit) as of September 30, 2023, and 2022		F-5
Statements of Changes in Stockholders’ Equity (Deficit) for the years ended September 30, 2024, and 2023		F-5
Statements of Cash Flows for the years ended September 30, 2023, and 2022		F-7
Statements of Cash Flows for the years ended September 30, 2024, and 2023		F-7
Notes to Financial Statements		F-8

F-1

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and the Board of Directors ~~and Stockholders~~ of

Cytta Corp.

Opinion on the ~~Consolidated~~ Financial Statements

We have audited the accompanying balance sheets of Cytta Corp. (the “Company”) as of September 30, ~~2023~~2024 and ~~2022~~2023, and the related statements of operations, changes in stockholders’ equity (deficit), and cash flows for the years ~~then~~ ended September 30, 2024 and 2023, and the related notes (collectively referred to as the ~~consolidated~~ “financial statements”). In our opinion, the ~~consolidated~~ financial statements present fairly, in all material respects, the financial position of the Company as of September 30, ~~2023~~2024 and ~~2022~~2023, and the results of its operations and its cash flows for the years ~~then~~ ended September 30, 2024 and 2023, in conformity with accounting principles generally accepted in the United States of America.

Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As described in Note 2 to the ~~consolidated~~ financial statements, Asas of September 30, ~~2023~~2024, the Company had an accumulated deficit of $3236,~~603~~867,~~480~~892 and has also generated losses since inception. These factors, among others, raise substantial doubt ~~regarding~~about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2 to the ~~accompanying~~ financial statements. The ~~accompanying~~ financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These ~~consolidated~~ financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s ~~consolidated~~ financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the ~~consolidated~~ financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the ~~consolidated~~ financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the ~~consolidated~~ financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the ~~consolidated~~ financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. We determined that there are no critical audit matters for the current ~~audit~~ period.

/s/ Prager Metis CPAs, LLC

We have served as the Company’s auditor since 2020.

Hackensack, New Jersey

January 1214, ~~2024~~2025

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CYTTA CORP
BALANCE SHEETS
	September 30,
	2023			2022
	2024			2023
ASSETS
Current Assets
Cash	$	~~674~~1,~~824~~439,835		$	~~755~~674,~~122~~824
Prepaid expenses		~~986~~544,~~976~~046			32986,~~897~~976
Total Current Assets		1,~~661~~983,~~800~~881			~~788~~1,~~019~~661,800
Prepaid expenses, non-current		~~561~~140,~~776~~443			561,776
Property and equipment, net		7750,~~558~~867			~~122~~77,~~990~~558
TOTAL ASSETS	$	2,~~301~~175,~~134~~191		$	~~911~~2,~~009~~301,134
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES AND STOCKHOLDERS' DEFICIT
Liabilities
Current Liabilities
Accounts payable and accrued expenses	$	~~546~~494,~~335~~251		$	~~180~~546,~~633~~335
Related party liabilities		~~772~~443,~~532~~093			~~180~~772,~~407~~532
Dividend payable		33,427			33,427
Deferred revenue		2,~~411~~914			-2,411
Note payable		~~40,000~~-			-40,000
Convertible notes payable, net of discount		1,~~166~~438,~~788~~950			-1,166,788
Stock to be issued		0			54,750
Total Current Liabilities an Total Liabilites		2,412,635			2,561,493
Total Current Liabilities		2,561,493			449,217
COMMITMENTS AND CONTINGENCIES		-			-
Stockholders' Equity (Deficit)
Stockholders' Deficit
Preferred stock par value $0.001; (100,000,000 shares authorized) Series C Preferred Stock par value $0.001; (12,000,000 shares authorized and 600,000 issued and outstanding)		600			600
Preferred stock par value $0.001; (100,000,000 shares authorized)
Series D Preferred Stock par value $0.001; (10,000,000 shares authorized and 50,000 shares issued and outstanding		50			50
Series C Preferred Stock par value $0.001; (12,000,000 shares authorized
Series E Preferred Stock par value $0.001; (13,650,000 shares authorized and -0- issued and outstanding		-			-
and 600,000 shares issued and outstanding)		600			600
Series F Preferred Stock par value $0.001; (10,000,000 shares authorized and -0- issued and outstanding		-			-
Series D Preferred Stock par value $0.001; (10,000,000 shares
Common stock par value $0.001; (500,000,000 shares authorized and 426,831,170 (September 30, 2023) and 379,760,670 (September 30, 2022) shares issued and outstanding)		426,832			379,761
authorized and 50,000 shares issued and outstanding)		50			50
Additional paid in capital		31,915,639			27,956,388
Series E Preferred Stock par value $0.001; (13,650,000 shares authorized
Accumulated Deficit		(32,603,480	)		(27,875,007	)
and -0- issued and outstanding)		-			-
Total Stockholders' Equity (Deficit)		(260,359	)		461,792
Series F Preferred Stock par value $0.001; (10,000,000 shares authorized and
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$	2,301,134		$	911,009
-0- issued and outstanding)		-			-
Common stock par value $0.001; (600,000,000 shares authorized and
469,877,826 (September 30, 2024) and 426,831,170 (September 30, 2023)
shares issued and outstanding)		469,879			426,832
Additional paid in capital		36,159,919			31,915,639
Accumulated deficit		(36,867,892	)		(32,603,480	)
Total Stockholders' Deficit		(237,444	)		(260,359	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	2,175,191		$	2,301,134
The accompanying notes are an integral part of these statements

The accompanying notes are an integral part of these statements

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CYTTA CORP
STATEMENT OF OPERATIONS
STATEMENTS OF OPERATIONS
	For the Year Ended September 30,
	2023			2022
	2024			2023
Revenues	$	304,~~059~~492		$	630,~~089~~059
Operating Expenses:
General and administration - related party expenses		1,843,501			1,142,477
General and administrative - related party		871,061			1,843,501
General and administrative - other		23,~~807~~021,~~989~~406			32,~~915~~807,~~778~~989
Total operating expenses		43,~~651~~892,~~490~~467			54,~~058~~651,~~255~~490
Loss from Operations		(43,~~621~~887,~~431~~975	)		(54,~~052~~621,~~166~~431	)
Other expenses
Other expenses (income)
Interest expense		~~107~~376,~~192~~959			48107,~~831~~192
Interest income		(~~150~~522	)		(~~895~~150	)
Total Other Expenses		107,042			47,936
Total Other Expenses (Income)		376,437			107,042
Loss before income taxes		(4,~~728~~264,~~473~~412	)		(54,~~100~~728,~~102~~473	)
Provision for income taxes		-			-
Net loss	$	(4,~~728~~264,~~473~~412	)	$	(54,~~100~~728,~~102~~473	)
Loss per share, basic and diluted	$	(0.01	)	$	(0.01	)
Weighted average shares outstanding Basic and diluted		396,241,022			358,355,926
Weighted average shares outstanding Basic and Diluted		449,006,054			396,241,022
The accompanying notes are an integral part of these statements

The accompanying notes are an integral part of these statements

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Cytta Corp. STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) The Year Ended September 30, 2024

STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)

													Additional					Total Stockholders'
	Series C Preferred Stock				Series D Preferred Stock				Common Stock				Paid-in		Accumulated			Equity
	Shares		Amount		Shares		Amount		Shares		Amount		Capital		Deficit			(Deficit)
Balances September 30, 2023		600,000	$	600		50,000	$	50		426,831,170	$	426,832	$	31,915,639	$	(32,603,480	)	$	(260,359	)

Common stock and warrants issued for services		-		-		-		-		31,000,000		31,000		763,350		-			794,350

Common stock issued for accounts payable and accrued liabilities		-		-		-		-		9,046,656		9,047		230,596		-			239,643

Common stock issued for accounts payable and accrued liabilities, related party		-		-		-		-		3,000,000		3,000		87,000		-			90,000

Issuance of Reticulate Micro common stock for note payable, convertible notes and accrued interest conversion		-		-		-		-		-		-		2,499,388		-			2,499,388

Warrants vested to purchase common stock		-		-		-		-		-		-		544,598		-			544,598

Warrants issued and vested to purchase Reticulate Micro common stock		-		-		-		-		-		-		119,348		-			119,348

Net loss for the year ended September 30, 2024		-		-		-		-		-		-		-		(4,264,412	)		(4,264,412	)
Balances September 30, 2024		600,000	$	600		50,000	$	50		469,877,826	$	469,879	$	36,159,919	$	(36,867,892	)	$	(237,444	)

The Year Ended September 30, 2023

	Series C Preferred Stock				Series D Preferred Stock				Series E Preferred Stock				Series F Preferred Stock				Common Stock				AdditionalPaid-in		Accumulated			TotalStockholders'Equity
	Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Capital		Deficit			(Deficit)
Balance September 30, 2022		600,000	$	600		50,000	$	50		-	$	-		-	$	-		379,760,670	$	379,761	$	27,956,388	$	(27,875,007	)	$	461,792
Common stock and warrants issued for services		-		-		-		-		-		-		-		-		41,575,000		41,575		2,134,244		-			2,175,819
Common stock issued for accounts payable and accrued liabilities		-		-		-		-		-		-		-		-		1,440,750		1,441		65,999		-			67,440
Common stock issued for common stock payable		-		-		-		-		-		-		-		-		54,750		55		54,695		-			54,750
Options and warrants vested to purchase common stock		-		-		-		-		-		-		-		-		-		-		1,521,312		-			1,521,312
Common stock and warrants issued for cash		-		-		-		-		-		-		-		-		4,000,000		4,000		96,000		-			100,000
Warrants issued in conjunction with notes payable		-		-		-		-		-		-		-		-		-		-		87,001		-			87,001
Net loss for the year ended September 30, 2023		-		-		-		-		-		-		-		-		-		-		-		(4,728,473	)		(4,728,473	)
Balance September 30, 2023		600,000	$	600		50,000	$	50		-	$	-		-	$	-		426,831,170	$	426,832	$	31,915,639	$	(32,603,480	)	$	(260,359	)

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Cytta Corp.
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
The Year Ended September 30, 2022
The Year Ended September 30, 2023
	Series C Preferred Stock				Series D Preferred Stock				Series E Preferred Stock						Series F Preferred Stock						Common Stock					AdditionalPaid-in		Accumulated			TotalStockholders'
															Additional						Total Stockholders'
	Shares		Amount		Shares		Amount		Shares			Amount			Shares			Amount			Shares			Amount		Capital		Deficit			Equity
	Series C Preferred Stock				Series D Preferred Stock				Common Stock						Paid-in			Accumulated			Equity
Balance September 30, 2021		600,000	$	600		50,000	$	50		13,650,000		$	13,650			-		$	-			296,236,627		$	296,237	$	23,330,612	$	(22,774,905	)	$	866,244
	Shares		Amount		Shares		Amount		Shares			Amount			Capital			Deficit			(Deficit)
Series F Preferred stock issued for cash		-		-		-		-		-			-			59,270,000			59,270			-			-		2,904,230		-			2,963,500
Balances September 30, 2022		600,000	$	600		50,000	$	50		379,760,670		$	379,761		$	27,956,388		$	(27,875,007	)	$	461,792
Common stock issued for services		-		-		-		-		-			-			-			-			9,539,286			9,539		1,397,611		-			1,407,150
Common stock and warrants issued for services		-		-		-		-		41,575,000			41,575			2,134,244			-			2,175,819
Common stock issued for accounts payable		-		-		-		-		-			-			-			-			1,064,757			1,065		323,935		-			325,000
Common stock issued for accounts payable and accrued liabilities		-		-		-		-		1,440,750			1,441			65,999			-			67,440
Common stock issued for conversion of Series E Preferred Stock		-		-		-		-		(13,650,000	)		(13,650	)		-			-			13,650,000			13,650		-		-			-
Common stock issued for common stock payable		-		-		-		-		54,750			55			54,695			-			54,750
Common stock issued for conversion of Series F Preferred Stock		-		-		-		-		-			-			(59,270,000	)		(59,270	)		59,270,000			59,270		-		-			-
Options and warrants vested to purchase common stock		-		-		-		-		-			-			1,521,312			-			1,521,312
Net loss for the year ended September 30, 2022		-		-		-		-		-			-			-			-			-			-		-		(5,100,102	)		(5,100,102	)
Common stock and warrants issued for cash		-		-		-		-		4,000,000			4,000			96,000			-			100,000
Balance September 30, 2022		600,000	$	600		50,000	$	50		0		$	-			0		$	-			379,760,670		$	379,761	$	27,956,388	$	(27,875,007	)	$	461,792
Warrants issued in conjunction with notes payable		-		-		-		-		-			-			87,001			-			87,001
Net loss for the year ended September 30, 2023		-		-		-		-		-			-			-			(4,728,473	)		(4,728,473	)
Balances September 30, 2023		600,000	$	600		50,000	$	50		426,831,170		$	426,832		$	31,915,639		$	(32,603,480	)	$	(260,359	)

The accompanying notes are an integral part of these statements

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Cytta Corp.
STATEMENTS OF CASH FLOWS
	For the Year Ended September 30,
	2023			2022
	2024			2023
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(4,~~728~~264,~~473~~412	)	$	(54,~~100~~728,~~102~~473	)
Adjustments to reconcile net loss to net
cash used in operating activities:
Stock-based compensation expenses for services		31,~~136~~967,~~341~~989			23,~~178~~136,~~973~~341
Amortization of note discounts		3848,~~790~~211			-38,790
Loss on debt extinguishment		20,171			-
(Gain) loss on debt extinguishment		(4,565	)		20,171
Depreciation expense		4541,~~432~~397			4745,~~615~~432
Changes in Operating Assets and Liabilities:
Inventory		-			78,765
Prepaid expenses		80,443			(49,282	)
Accounts Receivable		-			27,694
Accounts payable and accrued liabilities		292,245			69,718
Prepaid expenses		(49,282	)		(1,159	)
Accounts payable-related party		24,457			29,594
Vendor deposits		-			50,400
Deferred revenue		503			2,411
Accounts payable and accrued liabilities		69,718			159,578
Net cash used in operating activities		(1,813,732	)		(1,435,298	)
Accounts payable-related party		29,594			167,856
CASH FLOWS FROM INVESTING ACTIVITIES
Dividend payable		-			12,394
Purchase of property and equipment		(14,707	)		-
Deferred revenue		2,411			(3,588	)
Net cash used in investing activities		(14,707	)		-
Net cash used in operating activities		(1,435,298	)		(2,381,574	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from stock subscriptions		~~100,000~~-			2100,~~963,500~~000
Proceeds from issuance of note payable		~~40,000~~-			-40,000
Proceeds from issuance of short-term convertible notes payable		12,~~215~~593,~~000~~450			-1,215,000
Proceeds from issuance of long-term convertible notes payable		-			-
Net cash provided by financing activities		2,593,450			1,355,000
Net cash provided by financing activities		1,355,000			2,963,500
NET CHANGE IN CASH		765,011			(80,298	)
NET CHANGE IN CASH		(80,298	)		581,926
CASH AT BEGINNING OF YEAR		674,824			755,122
CASH AT BEGINNING OF PERIOD		755,122			173,196
CASH AT END OF YEAR	$	1,439,835		$	674,824
CASH AT END OF PERIOD	$	674,824		$	755,122
SUPPLEMENTAL CASH FLOW DISCLOSURES
Cash paid for interest	$	-		$	-
Cash paid for income taxes	$	-		$	-
NON-CASH INVESTING AND FINANCING ACTIVITIES
Common stock issued for accounts payable and accrued liabilities	$	118,218		$	300,000
Common stock issued for services	$	794,350		$	2,175,819
Common stock issued for accrued expenses, related party	$	55,393		$	-
Common stock issued for accounts payable and accrued liabilities	$	224,241		$	118,218
Common stock issued for accrued expenses, related party	$	108,250		$	55,393
Reticulate Micro common stock issued for convertible notes and accrued interest	$	2,499,388		$	-
The accompanying notes are an integral part of these statements

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Cytta Corp.

Notes to Financial Statements

September 30, ~~2023~~2024

NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

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.

NOTE 2 - GOING CONCERN

The Company's ~~develops and distributes~~ proprietary ~~technology~~CyttaCOMMS ~~that~~incident ~~radically~~management ~~shifts~~software ~~how~~system ~~video~~offers isreal-time ~~streamed,~~integration ~~consumed,~~of ~~transferred~~video and ~~stored.~~audio ~~Our proprietary SUPR Stream is the technology at the core of our products~~streams, ~~designed~~enabling ~~specifically~~improved ~~for~~collaboration ~~streaming~~ and ~~storing~~providing HDongoing, 4Krelevant, ~~and~~actionable ~~higher resolution video~~intelligence. ~~The~~Their ~~IGAN~~innovative ~~(Incident~~new ~~Global~~product, ~~Area~~CyttaCARES, ~~Network)~~is ~~Incident~~a ~~Command~~game-changer ~~System~~in ~~(ICS)~~ensuring ~~seamlessly~~the ~~streams~~safety and ~~stores all relevant video and audio during emergency situations. This creates real~~well-~~time~~being ~~situational~~of ~~awareness~~individuals ~~for~~in ~~police,~~educational ~~firefighters,~~institutions ~~first responders, EMS,~~ and ~~their command centers~~beyond. ~~Our~~Cytta's ~~products~~CyttaCOMP ~~work~~ISTAR ~~in size~~(Intelligence, ~~weight~~Surveillance, ~~and~~Target ~~power-constrained~~Acquisition ~~(SWaP) operating environments,~~ and ~~evolved~~Reconnaissance) ~~through~~technology ~~use~~delivers inreal-time ~~the~~compression ~~military~~of ~~by meeting the need to stream multiple HD, 4K, and 4K+~~ video ~~feeds~~streams with ultra-low latency, ~~bandwidth,~~even ~~and~~in ~~power~~low ~~consumption.~~bandwidth ~~The~~environments ~~Company~~in isconjunction ~~taking this streaming, storage, and transfer technology to enterprises that would like to send more high-quality videos~~ with ~~fewer~~their ~~resources.~~compression ~~All~~Licensee ofReticulate ~~our~~Micro, ~~products are manufactured in the USA~~Inc.

~~The~~Cytta’s ~~Company~~proprietary ~~intends~~SUPR toIntelligence, ~~fund~~Surveillance ~~operations~~and ~~through~~Reconnaissance ~~equity~~(ISR) ~~and/or~~technology ~~debt~~designated ~~financing arrangements~~CyttaCOMP, ~~which~~is ~~may~~now ~~not~~licensed ~~be sufficient~~ to ~~fund~~Reticulate ~~its~~Micro, ~~capital~~Inc. ~~expenditures~~CyttaCOMP, ~~working~~is ~~capital~~at ~~and other cash requirements for~~ the ~~foreseeable~~core ~~future.~~of ~~During~~our ~~the~~products ~~year~~and ~~ended~~is ~~September 30, 2023,~~ the ~~Company~~most ~~sold~~potent ~~4,000,000~~software ~~shares~~compression ofcodec ~~common~~commercially ~~stock~~available. atCyttaCOMP ~~$0.025~~is ~~per~~explicitly ~~share~~designed ~~and~~for ~~received~~realtime ~~proceeds~~streaming of ~~$100~~HD,~~000,~~ ~~issued $1~~4K,~~215,000~~ ~~of convertible notes~~ and ~~$40,000~~higher ofresolution ~~promissory~~video ~~notes~~while ~~and~~requiring inonly ~~exchange~~limited ~~for~~bandwidth ~~the~~and ~~note~~minimal ~~issuances~~computational ~~received $1,255,000~~resources.

Cytta’s CyttaCOMMS (formerly IGAN Incident Command System (ICS) system) seamlessly streams and integrates all available video and audio sources during emergencies, enabling sharing of multiple video and audio inputs. The CyttaCOMMS product was introduced into the market in the last quarter of 2024. The CyttaCOMMS online software platform is fully SaaS based with no hardware components. The CyttaCOMMS introduces immediate real-time video and audio situational awareness, which is valuable for police, firefighters, first responders, emergency medical workers, industry, environmental and emergencies, security, military, and all their command centers in any emergency. The proprietary IGAN software technology powers, Cytta’s SaaS Based COMMS system creates an integrated communications platform which seamlessly streams all available video and audio sources in all critical situations, for first responders enabling real time event and interactive mapping information. Also based upon the IGAN technology, Cytta’s CyttaCARES (Crisis Alert and Response Emergency System) system is an innovative SAAS solution designed to enhance safety and security in educational institutions especially during emergency situations. This comprehensive system provides real-time alerts, rapid two-way secure video communication, and efficient response coordination with live location tracking to emergency response teams.

We have created advanced video compression (SUPR), video/audio streaming and collaboration software (CyttaCOMMS), and school and institution safety and security software systems (CyttaCARES) that solve real world streaming, safety and security problems for multiple institutions and organizations. We believe our products will enable and empower the world to consume higher quality video anywhere, anytime while providing unparallelled safety and security.

The Company intends to fund operations through equity and/or debt financing arrangements, which may not be sufficient to fund its capital expenditures, working capital and other cash requirements for the foreseeable future. During the year ended September 30, 2024, the Company issued $2,593,450 of convertible notes and in exchange for the note issuances received $2,593,450.

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NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying financial statements are prepared in accordance with Generally Accepted Accounting Principles in the United States of America (“US GAAP”).

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reported period. Actual results could differ from those estimates.

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original term of three months or less to be cash equivalents. These investments are carried at cost, which approximates fair value. Cash and cash equivalent balances may, at certain times, exceed federally insured limits. The Company has no cash equivalents at September 30, ~~2023~~2024, and ~~2022~~2023.

F-8 Table of Contents

Prepaid expenses

The Company considers expenses or services paid for prior to the period the expense is completed to be recorded as a prepaid expense. Included in this account is the value of common stock, options and warrants issued to consultants. Such issuances are pursuant to consulting agreements that can have a one-to-two-year term. The Company amortized the value of the stock issued over the term of the agreement. The activity for the years ended September 30, ~~2023~~2024, and ~~2022~~2023 is summarized as:

	September 30,
	2023			2022
	2024			2023
Balance beginning of period	$	321,~~897~~548,752		$	~~772~~32,~~394~~897
Value of common stock issued		2309,~~399,708~~550			~~894~~2,~~841~~399,708
Amortization of stock-based compensation		(~~933~~1,~~135~~093,370	)		(1933,~~635,492~~135	)
Other prepaid expense activity		49(80,~~282~~443	)		149,~~154~~282
Sub-total		1684,~~548,752~~489			321,~~897~~548,752
Less non-current portion		~~561~~140,~~776~~443			-561,776
Prepaid expenses, current portion	$	~~986~~544,~~976~~046		$	32986,~~897~~976

Inventory

Inventories are valued at the lower of cost or net realizable value, with cost determined on the first-in, first-out basis. Inventory costs include finished goods and component parts. In evaluating the net realizable value of inventory, management also considers, if applicable, other factors, including known trends, market conditions, currency exchange rates and other such issues. During the year ended September 30, 2022, the Company reclassified $78,765 of inventory, as it was utilized for demonstration and research and development purposes, which is included in general and administrative expenses.

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

Convertible Instruments

The Company evaluates and accounts for conversion options embedded in convertible instruments in accordance with ASC 815, Derivatives and Hedging Activities.

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FThe convertible debt issued by the Company referred to in Note 7, did not require separate accounting for the conversion feature as it was not considered to be a derivative. The Company issued warrants in connection with the debt financing and in accordance with ASC 470-920-25-2 ~~Table~~the proceeds from the sale of ~~Contents~~the debt instruments have been allocated to the debt and warrants based on the relative fair value of the two components. The amount allocated to the warrants has been recorded as a debt discount to be amortized of the life of the note.

Fair value of financial instruments

The following are the hierarchical levels of inputs to measure fair value:

	●	Level 1 - Observable inputs that reflect quoted market prices in active markets for identical assets or liabilities.
	●	Level 2 - Inputs reflect quoted prices for identical assets or liabilities in markets that are not active; quoted prices for similar assets or liabilities in active markets; inputs other than quoted prices that are observable for the assets or liabilities; or inputs that are derived principally from or corroborated by observable market data by correlation or other means.
	●	Level 3 - Unobservable inputs reflecting the Company’s assumptions incorporated in valuation techniques used to determine fair value. These assumptions are required to be consistent with market participant assumptions that are reasonably available.

The carrying amounts of the Company’s financial assets and liabilities, such as cash, prepaid expenses, ~~other current assets,~~ accounts payable and accrued expenses, ~~certain~~related ~~notes~~party liabilities, dividends payable, ~~and~~deferred revenue, convertible notes payable -and ~~related~~note ~~party~~payable, approximate their fair values because of the short maturity of these instruments.

Revenue recognition

~~Effective~~Our ~~January~~revenues 1,are ~~2018,~~primarily ~~the~~generated ~~Company~~from ~~adopted~~fees ~~ASC~~charged ~~606~~in —connection ~~Revenue from Contracts~~ with ~~Customers. Under ASC 606,~~ the ~~Company~~implementation ~~recognizes revenue from the commercial sales~~ of ~~products~~our ~~by:~~software ~~(1)~~platform ~~identify the contract~~ (ifincluding ~~any) with a customer; (2) identify~~ the ~~performance~~sale ~~obligations~~of inSaaS ~~the~~products ~~contract~~and ~~(if~~services, ~~any);~~maintenance ~~(3)~~associated ~~determine~~with the ~~transaction~~sale ~~price;~~of ~~(4)~~on ~~allocate~~premise ~~the~~software ~~transaction price to each performance obligation in the contract (if any~~licenses)~~; 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.~~

Our revenue recognition policy follows the guidance from Accounting Standards Codification (“ASC”) 606, “Revenue Recognition,” and Accounting Standards Update No. 2014-09 - Revenue from Contracts with Customers (Topic 606) which provide guidance on the recognition, presentation, and disclosure of revenue in financial statements. We determine revenue recognition through the following steps: (i) identification of the contract, or contracts, with a customer; (ii) identification of the performance obligations in the contract; (iii) determination of the transaction price; (iv) allocation of the transaction price to the performance obligations in the contract and (v) recognition of revenue when a performance obligation is satisfied.

Revenue from fees charged in connection with the implementation of our software platform is recognized ratably over the term specified in the contract with the customers, which is primarily one year. The transaction price is the amount of consideration to which the Company expects to be entitled to receive in exchange for providing access to its platform. Maintenance and support services generally call for the Company to provide software updates and technical support to customers and is recognized ratably over the term of the contract as this is the period the services are delivered. The Company does not view the signing of the contract or the provision of initial setup services as discrete earnings events that are distinct. Our standard payment terms are generally no more than 60 days. SaaS and maintenance services are typically invoiced annually in advance. Amounts billed or collected in excess of revenue recognized are included as deferred revenue.

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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” (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 (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.

F-10 Table of Contents

Income taxes

The Company accounts for income taxes under Statement of Financial Accounting Standards No. 109 “Accounting for Income Taxes” (“SFAS No. 109”) (ASC 740). Deferred income tax assets and liabilities are determined based upon differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. 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 effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statements of operations in the period that includes the enactment date.

Cash flows reporting

The Company follows the provisions of ASC 230 for cash flows reporting and accordingly classifies cash receipts and payments according to whether they stem from operating, investing, or financing activities and provides definitions of each category, and uses the indirect or reconciliation method (“Indirect method”) as defined by ASC 230 to report net cash flow from operating activities by adjusting net income to reconcile it to net cash flow from operating activities by removing the effects of (a) all deferrals of past operating cash receipts and payments and all accruals of expected future operating cash receipts and payments and (b) all items that are included in net income that do not affect operating cash receipts and payments.

Reporting segments

ASC 280 establishes standards for the way that public enterprises report information about operating segments in annual financial statements and requires reporting of selected information about operating segments in interim financial statements regarding products and services, geographic areas and major customers. ASC 280 defines operating segments as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performances. Currently, ASC 280 has no effect on the Company’s financial statements as substantially all of the Company’s operations are conducted in one industry segment.

Concentrations of Credit Risk

The Company’s financial instruments that are exposed to concentrations of credit risk primarily consist of its cash and cash equivalents and related party payables it will likely incur in the near future. The Company places its cash and cash equivalents with financial institutions of high credit worthiness. At times, its cash and cash equivalents with a particular financial institution may exceed any applicable government insurance limits. The Company’s management plans to assess the financial strength and credit worthiness of any parties to which it extends funds, and as such, it believes that any associated credit risk exposures are limited.

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Earnings (Loss) Per Share of Common Stock

The Company has adopted ASC 260-10-20, “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.

Recent Accounting Pronouncements

Other than the above there have been no recent accounting pronouncements or changes in accounting pronouncements during the year ended September 30, ~~2023~~2024, that are of significance or potential significance to the Company.

F-11 Table of Contents

NOTE 4 - PROPERTY AND EQUIPMENT

The following table represents the Company’s property and equipment as of September 30, ~~2023~~2024, and ~~2022~~2023:

	September 30,
	2023			2022
	2024			2023
Property and equipment	$	~~230~~245,~~900~~606		$	230,900
Accumulated depreciation		(~~153~~194,~~342~~739	)		(~~107~~153,~~910~~342	)
Property and equipment, net	$	7750,~~558~~867		$	~~122~~77,~~990~~558

Depreciation expense was $4541,~~432~~397 and $4745,~~615~~432 for the years ended September 30, ~~2023~~2024, and ~~2022~~2023, respectively.

NOTE 5 - RELATED PARTY TRANSACTIONS

Related Party agreements and fees

For the years ended September 30, ~~2023~~2024, and ~~2022~~2023, the Company recorded expenses to related parties in the following amounts:

	Years ended September 30,
	2023		2022
	2024		2023
Management fees, Chief Executive Officer (CEO)	$	~~195~~180,000	$	~~323~~195,000
Chief Technology Officer (CTO) through April 30, 2023		105,000		373,000
Chief Technology Officer (CTO) through March 31, 2023		-		105,000
Chief Administration Officer (CAO) through January 31, 2023		~~55,000~~-		~~255~~55,000
President and Chief Operating Officer (COO)		85180,000		-85,000
Stock-based compensation expense, officers		1495,~~377,764~~459		~~136~~1,~~720~~377,764
Office rent and expenses		2515,~~737~~602		5425,~~757~~737
Total	$	1871,~~843,501~~061	$	1,~~142~~843,~~477~~501

~~Effective~~As ~~June~~of 1,October ~~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. Effective January 1, 2023, the monthly fee for the CEO and CTO was reduced to $15,000. Effective April 1, 2023, the Company was no longer compensating the CTO and did not incur any additional CTO office rent and expenses. For the year ended September 30, 2022, the Company also recorded bonus expenses of $100,000, $100,000, and $90,000 for the CEO, CTO and CAO, respectively. Stock-based compensation expense, officers for the year ended September 30, 2022, is the amortization of stock-based compensation expense.

Effective February 1, 2023, the Company entered a Consulting Executive Officer Agreement with a three- year term to an entity to provide the services of a Chief Operating Officer (the “COO”) of the Company. On October 1, 2023, the BOD also appointed the COO as the President. Pursuant to the agreement, the Company agreed to a monthly fee of $10,000, and the issuance of 250,000 shares per month, to be certificated semi-annually. Additionally, the Company granted an option to purchase 10,000,000 shares of the Company’s common stock at $0.02 per share with an expiry date of July 1, 2025 (the CYCA Option”). The CYCA option vests at the rate of 25% beginning on the first six-month anniversary of the agreement, as well as a warrant to purchase 250,000 shares of the Reticulate Micro common stock the Company owns (the “RM Warrant”). The RM warrant has an exercise price of $1.00 per share and an expiry date of July 1, 2025. For the year ended September 30, 2023, the Company recorded an expense of $82,875 related to the 250,000 shares per month. The Company valued the CYCA Option at $639,543 based on the Black-Scholes option pricing method and will be amortized through the term of the agreement, and accordingly, $142,121 is included in stock-based compensation expense for the year ended September 30, 2023. The Company valued the RM Warrant at $624,458 based on the Black-Scholes option pricing method and will be amortized through the term of the agreement, and accordingly, $138,768 is included in stock-based compensation expense for the year ended September 30, 2023. On May 11, 2023, the Company issued 5,000,000 shares to the Company’s COO as a bonus pursuant to their Consulting Agreement. The Company valued the shares at $0.04 per share and included stock-based compensation expense-related party of $200,000 for the year ended September 30, 2023. On July 10, 2023, the Company issued 15,000,000 shares to the Company’s COO as a bonus pursuant to their Consulting Agreement. The Company valued the shares at $0.0406 per share and included stock-based compensation expense-related party of $609,000 for the year ended September 30, 2023. On September 7, 2023, the Company issued 5,000,000 shares to the Company’s COO as a bonus pursuant to their Consulting Agreement. The Company valued the shares at $0.041 per share and included stock-based compensation expense-related party of $205,000 for the year ended September 30, 2023.

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Table of Contents

OnEffective ~~October~~February 251, ~~2020~~2023, the Company entered a ~~sublease~~Consulting Executive Officer Agreement with ~~its~~a ~~CTO~~three- year term to an entity to provide the services of a Chief Operating Officer (the “COO”) of the Company. On October 1, ~~whereby~~2023, the BOD also appointed the COO as the President. Pursuant to the agreement, the Company agreed to ana ~~annual~~monthly ~~lease~~fee ~~payment~~ of $5010,000, and the issuance of 250,000 shares per month, to be certificated semi-annually. OnThe ~~October~~monthly 26fee was increased to $15,000 ~~2021~~per month effective September 1, 2023. For the ~~Company~~years ~~renewed~~ended September 30, 2024, and 2023, the ~~lease~~Company ~~for~~recorded anexpenses ~~additional~~of ~~year~~$74,125 ~~for~~and $382,~~500~~875, respectively, related to the 250,000 shares per month. On May 8, ~~and~~2024, onthe ~~October~~Company 26issued 3,000,000 ~~2022~~shares of common stock for the months of February 2023, through January 2024. On May 11, 2023, the ~~lease~~Company ~~was~~issued ~~renewed~~5,000,000 onshares to the Company’s COO as a ~~month-~~bonus pursuant to~~-month~~ ~~basis~~their Consulting Agreement. ~~Included~~The inCompany ~~office~~valued ~~rent~~the shares at $0.04 per share and included stock-based compensation expense-related party of $200,000 for the year ended September 30, 2023. On July 10, ~~and~~2023, ~~2022~~the Company issued 15,000,000 isshares to the Company’s COO as a bonus pursuant to their Consulting Agreement. The Company valued the shares at $210.0406 per share and included stock-based compensation expense-related party of $609,000 for the year ended September 30, 2023. On September 7, 2023, the Company issued 5,000,000 shares to the Company’s COO as a bonus pursuant to their Consulting Agreement. The Company valued the shares at $0.041 per share and included stock-based compensation expense-related party of $46205,~~163~~000 for the year ended September 30, ~~respectively~~2023.

~~Accounts~~Additionally, ~~payable~~the Company granted an option to purchase 10,000,000 shares of the Company’s common stock at $0.02 per share with an expiry date of July 1, 2025 (the "CYCA Option”). The CYCA option vests at the rate of 25% beginning on the first six-month anniversary of the agreement, as well as a warrant to purchase 250,000 shares of the Reticulate Micro common stock the Company owns (the “RM Warrant”). The RM Warrant has an exercise price of $1.00 per share and an expiry date of July 1, 2025. The Company valued the CYCA Option at $639,543 based on the Black-Scholes option pricing method and will be amortized through the term of the agreement, and accordingly, $213,181, and $142,121 is included in stock-based compensation expense-related ~~parties~~party for the years ended September 30, 2024, and 2023, respectively. The Company valued the RM Warrant at $624,458 based on the Black-Scholes option pricing method and will be amortized through the term of the agreement, and accordingly, $208,153, and $138,768 is included in stock-based compensation expense-related party for the years ended September 30, 2024, and 2023, respectively.

AsBeginning ofin ~~September~~April 302024, ~~2023,~~the ~~and~~Company ~~2022,~~agreed to rent office space for the ~~Company~~COO ~~owes~~at $~~772~~2,~~532~~575 ~~and~~per ~~$180~~month,~~407~~ on a month to month basis, ~~respectively~~accordingly, to$15,602 is included in related ~~parties~~party asexpenses ~~follows:~~for the year ended September 30, 2024.

	September 30, 2022		September 30, 2022
Management fees, Chief Executive Officer (CEO)	$	110,000	$	30,000
Bonus, CEO		70,000		100,000
Stock to be issued President and COO		562,532		-
Fees, bonus, and accounts payable, former CTO		30,000		50,407
Total	$	772,532	$	180,407

On October 25, 2020, the Company entered a sublease with its CTO, whereby the Company agreed to an annual lease payment of $50,000. On October 26, 2021, the Company renewed the 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. The last month to month lease payment related to the agreement with the CTO was for March 2023, and accordingly, for the CTO rent, there is no expense for the year ended September 30, 2024. Included in related party expenses for the CTO office rent and other expenses for the year ended September 30, 2023, is $25,737.

Related party liabilities

As of September 30, 2024, and 2023, the Company owes $443,093 and $772,532, respectively, to related parties as follows:

	September 30, 2024		September 30, 2023
Management fees, Chief Executive Officer (CEO)	$	110,000	$	110,000
Bonus, CEO		68,040		70,000
Stock to be issued President and COO		208,635		562,532
Accounts payable, President and COO		26,418		-
Fees, bonus, and accounts payable, former CTO		30,000		30,000
Total	$	443,093	$	772,532

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NOTE 6 - NOTE PAYABLE

On January 10, 2023, the Company entered into an 8%, $40,000 face value promissory note with a third-party lender with a maturity date the earlier of the Company raising $1,000,000 in debt or equity, or January 10, 2024. The lender may extend the maturity date for an additional one year at their option by providing 30 days written notice to the Company before the maturity date. ~~The~~Effective January 10, 2024, the lender amended and restated the note iswith ~~currently~~a inprincipal ~~default~~balance of $43,200, that matures on July 10, 2024, with an interest rate of 8% and pledged 45,000 shares of RM stock as collateral for the note. On August 12, 2024, the Company ishas ~~negotiating~~agreed anto ~~extension~~transfer ~~with~~45,000 shares of RM stock to RM (the lender) for satisfaction of the note and accrued and unpaid interest.

NOTE 7 - CONVERTIBLE NOTES PAYABLE

OnDuring ~~February~~the 10quarter ended March 31, 2023, (the “~~Issuance~~March ~~Date~~2023 Notes”) the Company issued afive (5) convertible promissory ~~note~~notes, in the aggregated principal amount of $50160,000, to ~~an investor~~investors. The ~~note~~notes ~~bears~~bear an interest rate of 18% per annum. ~~and~~Principal ~~matures~~amount of $100,000 matured on July 1, 2024, and have been extended to July 1, 2025, while principal amount of $60,000 matured on various dates of February 2024 and have all been extended to May 31, 2025. Interest payments are due quarterly. The ~~Holder~~Holders shall have the right to convert all or any part of the outstanding and unpaid principal, interest, and any other amounts due into fully paid and non-assessable shares of common stock of the Company or to the Class A common stock of Reticulate Micro (the “RM Stock”) owned by the Company. ~~This~~The ~~note~~notes isare convertible into shares of the Company’s common stock beginning on the Issuance Date at $0.025, or RM Stock at $1.00 per share. The note proceeds will be used by the Company for general working capital purposes. The Company also agreed to pledge RM stock at $1.00 per share to equal the outstanding principal and interest due upon any defaults of the note. In conjunction with ~~this~~one note of $50,000, the Company issued a warrant to purchase 2,000,000 shares of common stock at an exercise price of $0.025 with an expiration date of July 1, 2025, and a warrant to purchase 100,000 shares of RM Stock at $1.00 per share with an expiry date of July 1, 2025. The warrants issued to purchase the Company’s common stock, and the RM Stock resulted in a debt discount of $43,416, with the offset to additional paid in capital. For the ~~year~~years ended September 30, 2024, and 2023, amortization of the debt discounts of $23,549 and $19,867, respectively, was charged to interest expense. AsIn ofconjunction ~~September~~with ~~30,~~one ~~2023~~note of $50,000, the ~~outstanding~~Company ~~principal~~issued ~~balance~~a ofwarrant ~~this~~to ~~note~~purchase ~~was $50~~2,000,000 ~~with~~shares aof ~~carrying~~common ~~value~~stock at an exercise price of $~~26,451,~~0.025 ~~net~~with ofan ~~unamortized~~expiration ~~discounts~~date of ~~$23~~July 1,~~549.~~ ~~The~~2025, ~~Company~~and ~~also~~a ~~agreed~~warrant to ~~pledge~~purchase 100,000 shares of RM ~~stock~~Stock at $1.00 per share with an expiry date of July 1, 2025. The warrants issued to ~~equal~~purchase the ~~outstanding~~Company’s ~~principal~~common stock, and the RM Stock resulted in a debt discount of $43,585, with the offset to additional paid in capital. For the years ended September 30, 2024, and 2023, amortization of the debt discounts of $24,663 and $18,922, respectively, was charged to interest ~~due~~expense. ~~upon~~As ~~any~~of ~~defaults~~September 30, 2024, and 2023, the outstanding principal balance of the ~~note~~March 2023 Notes was $160,000.

OnDuring ~~February~~the 17quarter ended June 30, 2023, (the “~~Issuance~~June ~~Date~~2023 Notes”) the Company issued atwo (2) convertible promissory ~~note~~notes, in the aggregated principal amount of $25550,000, to ~~an investor~~investors. The ~~note~~notes ~~bears~~bear an interest rate of 18% per annum and ~~matures~~matured onduring ~~February~~the 17quarter ended June 30, 2024. Interest payments are due quarterly. The ~~Holder~~Holders shall have the right to convert all or any part of the outstanding and unpaid principal, interest, and any other amounts due into fully paid and non-assessable shares of common stock of the Company or to the Class A common stock of ~~Reticulate Micro (the “~~RM Stock”) owned by the Company. ~~This~~Of ~~note~~the isnotes, $500,000 are convertible into shares of the Company’s common stock beginning on the Issuance Date at $0.025 or RM Stock at $1.00 per share, and $50,000 are convertible into shares of the Company’s common stock beginning on the Issuance Date at $0.02 or RM Stock at $1.00 per share. The note proceeds will be used by the Company for general working capital purposes. The Company also agreed to pledge RM stock at $1.00 per share to equal the outstanding principal and interest due upon any defaults of the note. During the year ended September 30, 2024, the lenders of the June 2023 Notes agreed to settle the notes by the issuance of 550,000 shares of RM stock for the principal amount. As of September 30, 2024, and 2023, the outstanding principal balance of the June 2023 Notes was $0 and $550,000, respectively.

FDuring the quarter ended September 30, 2023, (the “September 2023 Notes”) the Company issued two (2) convertible promissory notes, in the aggregated principal amount of $505,000, to investors. The notes bear an interest rate of 18% per annum and mature during the quarter ended September 30, 2024. Interest payments are due quarterly. The Holders shall have the right to convert all or any part of the outstanding and unpaid principal, interest, and any other amounts due into fully paid and non-13assessable ~~Table~~shares of ~~Contents~~common stock of the Company or to the Class A common stock of RM Stock owned by the Company beginning on the Issuance Date of the Company’s common stock at $0.025 or RM Stock at $1.00 per share. The note proceeds will be used by the Company for general working capital purposes. The Company also agreed to pledge RM stock at $1.00 per share to equal the outstanding principal and interest due upon any defaults of the note. During the year ended September 30, 2024, the lenders of the September 2023 Notes agreed to settle the notes by the issuance of 505,000 shares of RM stock for the principal amount. As of September 30, 2024, and 2023, the outstanding principal balance of the September 2023 Notes was $0 and $505,000, respectively.

On February 24, 2023, (the “Issuance Date”) the Company issued a convertible promissory note, in the principal amount of $25,000, to an investor. The note bears an interest rate of 18% per annum and matures on February 24, 2024. Interest payments are due quarterly. The Holder shall have the right to convert all or any part of the outstanding and unpaid principal, interest, and any other amounts due into fully paid and non-assessable shares of common stock of the Company or to the Class A common stock of Reticulate Micro (the “RM Stock”) owned by the Company. This note is convertible into shares of the Company’s common stock beginning on the Issuance Date at $0.025, or RM Stock at $1.00 per share. The note proceeds will be used by the Company for general working capital purposes. The Company also agreed to pledge RM stock at $1.00 per share to equal the outstanding principal and interest due upon any defaults of the note.

On February 28, 2023, (the “Issuance Date”) the Company issued a convertible promissory note, in the principal amount of $10,000, to an investor. The note bears an interest rate of 18% per annum and matures on February 28, 2024. Interest payments are due quarterly. The Holder shall have the right to convert all or any part of the outstanding and unpaid principal, interest, and any other amounts due into fully paid and non-assessable shares of common stock of the Company or to the Class A common stock of Reticulate Micro (the “RM Stock”) owned by the Company. This note is convertible into shares of the Company’s common stock beginning on the Issuance Date at $0.025, or RM Stock at $1.00 per share. The note proceeds will be used by the Company for general working capital purposes. The Company also agreed to pledge RM stock at $1.00 per share to equal the outstanding principal and interest due upon any defaults of the note.

On March 3, 2023, (the “Issuance Date”) the Company issued a convertible promissory note, in the principal amount of $50,000, to an investor. The note bears an interest rate of 18% per annum and matures on July 1, 2024. Interest payments are due quarterly. The Holder shall have the right to convert all or any part of the outstanding and unpaid principal, interest, and any other amounts due into fully paid and non-assessable shares of common stock of the Company or to RM Stock owned by the Company. This note is convertible into shares of the Company’s common stock beginning on the Issuance Date at $0.025, or RM Stock at $1.00 per share. The note proceeds will be used by the Company for general working capital purposes. In conjunction with this note, the Company issued a warrant to purchase 2,000,000 shares of common stock at an exercise price of $0.025 with an expiration date of July 1, 2025, and a warrant to purchase 100,000 shares of RM Stock at $1.00 per share with an expiry date of July 1, 2025. The warrants issued to purchase the Company’s common stock and the RM Stock resulted in a debt discount of $43,585, with the offset to additional paid in capital. For the year ended September 30, 2023, amortization of the debt discounts of $18,923 was charged to interest expense. As of September 30, 2023, the outstanding principal balance of this note was $50,000 with a carrying value of $25,337, net of unamortized discounts of $24,663. The Company also agreed to pledge RM stock at $1.00 per share to equal the outstanding principal and interest due upon any defaults of the note.

On May 3, 2023, (the “Issuance Date”) the Company issued a convertible promissory note, in the principal amount of $50,000, to an investor. The note bears an interest rate of 18% per annum and matures on May 3, 2024. Interest payments are due quarterly. The Holder shall have the right to convert all or any part of the outstanding and unpaid principal, interest, and any other amounts due into fully paid and non-assessable shares of common stock of the Company or to RM Stock owned by the Company. This note is convertible into shares of the Company’s common stock beginning on the Issuance Date at $0.02, or RM Stock at $1.00 per share. The note proceeds will be used by the Company for general working capital purposes. The Company also agreed to pledge RM stock at $1.00 per share to equal the outstanding principal and interest due upon any defaults of the note.

On June 16, 2023, (the “Issuance Date”) the Company issued a convertible promissory note, in the principal amount of $500,000, to an investor. The note bears an interest rate of 18% per annum and matures on June 16, 2024. Interest payments are due quarterly. The Holder shall have the right to convert all or any part of the outstanding and unpaid principal, interest, and any other amounts due into fully paid and non-assessable shares of common stock of the Company or to RM Stock owned by the Company. This note is convertible into shares of the Company’s common stock beginning on the Issuance Date at $0.025, or RM Stock at $1.00 per share. The note proceeds will be used by the Company for general working capital purposes. The Company also agreed to pledge RM stock at $1.00 per share to equal the outstanding principal and interest due upon any defaults of the note.

On August 2, 2023, (the “Issuance Date”) the Company issued a convertible promissory note, in the principal amount of $500,000, to an investor. The note bears an interest rate of 18% per annum and matures on August 2, 2024. Interest payments are due quarterly. The Holder shall have the right to convert all or any part of the outstanding and unpaid principal, interest, and any other amounts due into fully paid and non-assessable shares of common stock of the Company or to RM Stock owned by the Company. This note is convertible into shares of the Company’s common stock beginning on the Issuance Date at $0.025, or RM Stock at $1.00 per share. The note proceeds will be used by the Company for general working capital purposes. The Company also agreed to pledge RM stock at $1.00 per share to equal the outstanding principal and interest due upon any defaults of the note.

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OnDuring ~~August~~the 2quarter ended December 31, 2023, (the “~~Issuance~~December ~~Date~~2023 Notes”) the Company issued a convertible promissory note, ~~in the principal amount~~ of $540,000, to an investor. The note bears an interest rate of 18% per annum and ~~matures~~matured onduring ~~August~~the 2quarter ended December 31, 2024., and has been extended to May 31, 2025. Interest payments are due quarterly. The Holder shall have the right to convert all or any part of the outstanding and unpaid principal, interest, and any other amounts due into fully paid and non-assessable shares of common stock of the Company or to the Class A common stock of RM Stock owned by the Company. ~~This~~beginning ~~note~~on isthe ~~convertible~~Issuance ~~into~~Date ~~shares~~ of the Company’'s common stock ~~beginning on the Issuance Date~~ at $0.025, or RM Stock at $1.00 per share. The note proceeds will be used by the Company for general working capital purposes. The Company also agreed to pledge RM stock at $1.00 per share to equal the outstanding principal and interest due upon any defaults of the note. As of September 30, 2024, there is a balance due of $40,000 on the December 2023 Notes.

During the quarter ended March 31, 2024, (the “March 2024 Notes”) the Company issued nine (9) convertible promissory notes in the aggregate of $517,500, to investors. The notes bear an interest rate of 18% per annum and mature during the quarter ended March 31, 2025. Interest payments are due quarterly. The Holder shall have the right to convert all or any part of the outstanding and unpaid principal, interest, and any other amounts due into fully paid and non-assessable shares of common stock of the Company or to the Class A common stock of RM Stock owned by the Company beginning on the Issuance Date of the Company's common stock at $0.025 or RM Stock at $2.00 per share, excluding a note of $250,000 which has a conversion price of $1.00 of RM stock for principal and $2.50 of RM stock for interest. The note proceeds will be used by the ~~following~~Company ~~convertible~~for ~~notes~~general ~~payable~~working capital purposes. The Company also agreed to pledge RM stock at $2.00 per share to equal the outstanding asprincipal and interest due upon any defaults of the note. During the year ended September 30, ~~2023:~~2024, the lenders of $167,500 of the March 2024 Notes agreed to settle the notes by the issuance of 83,750 shares of RM stock for the principal amount. As of September 30, 2024, there is a balance of $350,000 due on the March 2024 Notes.

~~SCHEDULE~~During OFthe ~~NOTES~~quarter ~~PAYABLE~~ended June 30, 2024, (the “June 2024 Notes”) the Company issued thirty eight (38) convertible promissory notes in the aggregate of $1,910,950 to investors. The notes bear an interest rate of 18% per annum and mature during the quarter ended June 30, 2025. Interest payments are due quarterly. The Holder shall have the right to convert all or any part of the outstanding and unpaid principal, interest, and any other amounts due into fully paid and non-assessable shares of common stock of the Company or to the Class A common stock of RM Stock owned by the Company beginning on the Issuance Date of the Company's common stock at $0.025 or RM Stock at $2.00 per share, excluding $85,000 of June 2024 Notes where the conversion price is $1.00 for the RM stock and $15,000 of June 2024 Notes where the conversion price is $0.025 for the Company’s common stock. The note proceeds will be used by the Company for general working capital purposes. The Company also agreed to pledge RM stock at $2.00 per share to equal the outstanding principal and interest due upon any defaults of the note. During the year ended September 30, 2024, the lenders of $1,147,000 of the June 2024 Notes agreed to settle the notes by the issuance of 573,500 shares of RM stock for the principal amount. As of September 30, 2024, there is a balance of $763,950 due on the June 2024 Notes.

Convertible note payable, interest at 18%, matures February 17, 2024	$	25,000
Convertible note payable, interest at 18%, matures February 24, 2024		25,000
Convertible note payable interest at 18%, matures February 28, 2024		10,000
Convertible note payable interest at 18%, matures May 3, 2024		50,000
Convertible note payable interest at 18%, matures June 16, 2024		500,000
Convertible note payable $50,000 face value, interest at 18%, matures July 1, 2024, net of discount of $23,549		26,451
Convertible note payable $50,000 face value, interest at 18%, matures July 1, 2024, net of discount of $24,663		25,337
Convertible note payable interest at 18%, matures August 2, 2024		500,000
Convertible note payable interest at 18%, matures August 2, 2024		5,000
Convertible notes payable, net of discount of $48,212	$	1,166,788

During the quarter ended September 30, 2024, (the “September 2024 Notes”) the Company issued two (2) convertible promissory notes in the aggregate of $125,000 to investors. The notes bear an interest rate of 18% per annum and mature during the quarter ended September 30, 2025. Interest payments are due quarterly. The Holder shall have the right to convert all or any part of the outstanding and unpaid principal, interest, and any other amounts due into fully paid and non-assessable shares of common stock of the Company or to the Class A common stock of RM Stock owned by the Company beginning on the Issuance Date of the Company's common stock at $0.025 or RM Stock at $2.00 per share. The note proceeds will be used by the Company for general working capital purposes. The Company also agreed to pledge RM stock at $2.00 per share to equal the outstanding principal and interest due upon any defaults of the note. As of September 30, 2024, there is a balance of $125,000 due on the September 2024 Notes.

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The activity for the years ended September 30, 2024, and 2023, is summarized as follows:

	September 30, 2024			September 30, 2023
Beginning balance, face value	$	1,215,000		$	-
Convertible notes issued		2,593,450			1,215,000
Convertible notes converted		(2,369,500	)		-
Convertible note discount		-			(48,212	)
Ending balance	$	1,438,950		$	1,166,788

The Company has the following convertible notes payable outstanding as of September 30, 2024, and 2023:

	September 30, 2024		September 30, 2023
March 2023 Convertible notes payable, interest at 18%, $60,000 matures May 31, 2025, and $100,000 matures July 1, 2025, net of discount of $48,212 (September 30, 2023)	$	160,000	$	111,788
June 2023 Convertible notes payable, interest at 18%		-		550,000
September 2023 Convertible notes payable, interest at 18%		-		505,000
December 2023 Convertible note payable, interest at 18%, matures May 31, 2025		40,000		-
March 2024 Convertible notes payable, interest at 18%, matures during quarter ending March 31, 2025		350,000		-
June 2024 Convertible notes payable, interest at 18%, matures during quarter ending June 30, 2025		763,950		-
September 2024 Convertible notes payable, interest at 18%, matures during quarter ending September 30, 2025		125,000		-
Convertible notes payable, net of discounts of $48,212 (September 30, 2023)	$	1,438,950	$	1,166,788

NOTE 8 - CAPITAL STOCK

Common Stock

The Company has authorized ~~500~~600,000,000 common shares, par value $0.001. Each common share entitles the holder to one vote, in person or proxy, on any matter on which action of the stockholders of the corporation is sought. As of September 30, ~~2023~~2024, and ~~2022~~2023, there were ~~426~~469,~~831~~877,~~170~~826 and ~~379~~426,~~760~~831,~~670~~170, respectively, common shares issued and outstanding.

During the year ended September 30, 2024, the following shares of common stock were issued:

	·	On September 6, 2024, the Company issued 2,559,558 shares of common stock for payment of $63,989 of accounts payable and accrued interest. The value of the shares issued was $73,715 based upon the share price of the Company’s common stock on the date the Company agreed to issue the common stock. The Company recorded a $9,726 loss on debt extinguishment for this transaction.

	·	On May 23, 2024, the Company issued 85,883 shares of common stock for payment of $1,718 of accounts payable and accrued interest. The value of the shares issued was $2,405 based upon the share price of the Company’s common stock on the date the Company agreed to issue the common stock. The Company included $687 in loss on debt extinguishment for the year ended September 30, 2024.

	·	On May 16, 2024, the Company issued 2,500,000 shares of common issued for services. The Company valued the shares at $75,000 based on the price of the common stock on the date the Company agreed to issue the shares and is included in stock-based consulting expense for the year ended September 30, 2024.

	·	On May 16, 2024, the Company issued 5,000,000 shares of common issued for services. The Company valued the shares at $142,500 based on the price of the common stock on the date the Company agreed to issue the shares. The shares issued were earned pursuant to the execution of a one-year consulting agreement on May 1, 2024. Accordingly, for the year ended September 30, 2024, the Company recorded $142,500 of stock-based consulting expense.

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	·	On April 24, 2024, the Company issued 2,285,804 shares of common stock for payment of $56,584 of accounts payable and accrued interest. The value of the shares issued was $66,407 based upon the share price of the Company’s common stock on the date the Company agreed to issue the common stock. The Company recorded a $9,823 loss on debt extinguishment for the year ended September 30, 2024, for this transaction.

	·	On April 24, 2024, the Company issued 3,000,000 shares of common issued for payment of $108,250 of accrued liabilities, related. The Company valued the shares at $90,000 based on the price of the common stock on the date the Company issued the shares and included $18,250 gain on debt extinguishment for the year ended September 30, 2024, for this transaction.

	·	On April 24, 2024, the Company issued 3,000,000 shares of common issued for services. The Company valued the shares at $62,400 based on the price of the common stock on the date the Company agreed to issue the shares. The shares were issued pursuant to a one-year consulting agreement beginning January 1, 2024. The company will amortize the value over the term of the contract. For the year ended September 30, 2024, the Company recorded $46,800 of stock-based consulting expense.

	·	On April 24, 2024, the Company issued 3,000,000 shares of common issued for services. The Company valued the shares at $82,500 based on the price of the common stock on the date the Company agreed to issue the shares. For the year ended September 30, 2024, the Company recorded $82,500 of stock-based consulting expense.

	·	On April 24, 2024, the Company issued 1,500,000 shares of common issued for services. The Company valued the shares at $33,750 based on the price of the common stock on the date the Company issued the shares. The shares were issued pursuant to a one-year consulting agreement beginning April 23, 2024. The company will amortize the value over the term of the contract. For the year ended September 30, 2024, the Company recorded $16,875 of stock-based consulting expense.

	·	On April 24, 2024, the Company issued 2,500,000 shares of common issued for services. The Company valued the shares at $56,250 based on the price of the common stock on the date the Company issued the shares. The shares were issued pursuant to a one-year consulting agreement beginning April 23, 2024. The company will amortize the value over the term of the contract. For the year ended September 30, 2024, the Company recorded $28,125 of stock-based consulting expense.

	·	On April 24, 2024, the Company issued 2,500,000 shares of common issued for services. The Company valued the shares at $68,750 based on the price of the common stock on the date the Company agreed to issue the shares. The shares were issued pursuant to a one-year consulting agreement beginning April 1, 2024. The company will amortize the value over the term of the contract. For the year ended September 30, 2024, the Company recorded $34,375 of stock-based consulting expense.

	·	On January 18, 2024, the Company issued 5,000,000 shares of common issued for services. The Company valued the shares at $104,000 based on the price of the common stock on the date the Company agreed to issue the shares. The shares were issued pursuant to a one-year consulting agreement beginning January 1, 2024. The company will amortize the value over the term of the contract. For the year ended September 30, 2024, the Company recorded $78,000 of stock-based consulting expense.

	·	On January 12, 2024, the Company issued 2,227,661 shares of common stock for payment of $55,124 of accounts payable and accrued interest. The value of the shares issued was $46,336 based upon the share price of the Company’s common stock on the date the Company agreed to issue the common stock. The Company recorded an $8,788 gain on debt extinguishment for the year ended September 30, 2024.

	·	On December 14, 2023, the Company issued 6,000,000 shares of common issued for services. The Company valued the shares at $169,200 based on the price of the common stock on the date the Company agreed to issue the shares and is included in stock-based consulting expense for the year ended September 30, 2024.

	·	On November 30, 2023, the Company issued 1,887,750 shares of common stock for payment of $46,826 of accounts payable and accrued interest. The value of the shares issued was $50,781 based upon the share price of the Company’s common stock on the date the Company agreed to issue the common stock. The Company included $3,955 in loss on debt extinguishment for the year ended September 30, 2024.

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During the year ended September 30, 2023, the following shares of common stock were issued:

	·	41,575,000 shares of common issued for services. The Company valued the shares at $2,175,819 based on the price of the common stock on the date the Company agreed to issue the shares.

	·	1,440,750 shares issued for payment of $47,269 of accounts payable and accrued interest. The value of the shares issued was $67,440 based upon the share price of the Company’s common stock on the date the Company agreed to issue the common stock. The Company included $20,171 in loss on debt extinguishment for the year ended September 30, 2023.

	·	54,750 shares of common stock were issued in settlement of stock payable.

	·	4,000,000 shares of common stock were issued pursuant to a stock subscription agreement. The Company sold the shares for $0.02 and sold 1) warrants to purchase 4,000,000 shares of common stock for $10,000. The warrant has an exercise price of $0.02 and expires July 1, 2024. The Company also sold for $10,000 warrants to purchase 200,000 shares of RM Stock for $1.00 with an expiry date of July 1, 2024.

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During the year ended September 30, 2022, the following shares of common stock were issued:

· 13,650,000 shares of common stock issued for the conversion of 13,650,000 shares of Series E Preferred Stock. · 59,270,000 shares of common stock were issued for the conversion of 59,270,000 shares of Series F Preferred Stock. · 9,539,286 shares of common issued for services. The Company valued the shares at $1,407,150, based on the price of the common stock on the date the Company agreed to issue the shares. · 1,064,757 shares issued for payment of $325,000 of accounts payable. The amount of shares issued were based upon the share price of the Company’s common stock on the date the Company agreed to issue the common stock.

Preferred Stock

The Company has 100,000,000 shares authorized as preferred stock, par value $0.001 (the “Preferred Stock”), which such Preferred Stock shall be issuable in such series, and with such designations, rights and preferences as the Board of Directors may determine from time to time.

Series C Preferred Stock

Under the terms of the Certificate of Designation of Series C Preferred Stock, 12,000,000 shares of the Company’s preferred shares are designated as Series C Preferred Stock. Each share of Series C Preferred Stock is convertible into one hundred shares Common Stock and each share of Series C Preferred Stock is entitled to one hundred votes. As of September 30, ~~2023~~2024, and ~~2022~~2023, there were 600,000 shares of Series C Preferred Stock issued and outstanding.

Series D Preferred Stock

On September 30, 2020, the Company filed an Amended and Restated Certificate of Designation with the State of Nevada of the Company’s Series D Preferred Stock. Under the terms of the Amendment to Certificate of Designation of Series D Preferred Stock, 10,000,000 shares of the Company’s preferred shares are designated as Series D Preferred Stock. Each share of Series D Preferred Stock is convertible into one share of fully paid and non-assessable Common Stock. For so long as any shares of the Series D Preferred Stock remain issued and outstanding, the Holders thereof, voting separately as a class, shall have the right to vote on all shareholder matters equal to two times the sum of all the number of shares of other classes of Corporation capital stock eligible to vote on all matters submitted to a vote of the stockholders of the Corporation. As of September 30, ~~2023~~2024, and ~~2022~~2023, there were 50,000 shares of Series D Preferred Stock issued and outstanding.

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Series E Preferred Stock

On June 2, 2021, the Company filed a Certificate of Designation with the State of Nevada. Under the terms of the Certificate of Designation 13,650,000 (as amended on June 10, 2021) were designated as Series E Preferred Stock. Each share of Series E Preferred Stock is convertible into one share of fully paid and non-assessable Common Stock. For so long as any shares of the Series E Preferred Stock remain issued and outstanding, the Holders thereof, voting separately as a class, shall have the right to vote one share on all matters submitted to a vote of the stockholders of the Corporation. As of September 30, ~~2021~~2024, ~~there were 13,650,000 shares of Series E Preferred Stock issued~~ and ~~outstanding. During the year ended September 30, 2022, the holders converted the 13,650,000 shares of Series E Preferred Stock to 13,650,000 shares of common stock. As of September 30,~~ 2023, ~~and 2022,~~ there were no shares of Series E Preferred stock issued and outstanding.

Series F Preferred Stock

On November 24, 2021, the Company filed a Certificate of Designation with the State of Nevada. Under the terms of the Certificate of Designation 59,270,000 were designated as Series F Preferred Stock. Each share of Series F Preferred Stock is convertible into one share of fully paid and non-assessable Common Stock at any time by the holder. For so long as any shares of the Series F Preferred Stock remain issued and outstanding, the Holders thereof, voting separately as a class, shall have the right to vote one share on all matters submitted to a vote of the stockholders of the Corporation. The Series F Preferred Stock automatically converts to common stock after the shares of common stock closing market price is at least $0.20 for twenty (20) consecutive trading days. ~~During~~As ~~the~~of ~~year ended~~ September 30, ~~2022~~2024, ~~the Company sold 59,270,000 shares of Series F Preferred Stock at $0.05 per share~~ and ~~received proceeds of $2~~2023,~~963,750,~~ ~~and during the year ended September 30, 2022, the holders converted the 59,270,000 shares of Series F Preferred Stock to 59,270,000 shares of common stock. As of September 30, 2022,~~ there were no shares of Series F Preferred Stock issued and outstanding.

F-16 Table of Contents

Stock Payable (Capital stock to be issued)

As of September 30, ~~2021~~2022, the Company had $~~323~~54,~~583~~750 of capital stock to be issued. During the year ended September 30, ~~2022, 4,000,000 shares of common stock was issued, which reduced the capital stock to be issued by $268,833. During the year ended September 30,~~ 2023, the Company issued 54,750 shares of common stock, reducing the capital stock to be issued by $54,750. As of September 30, ~~2023~~2024, and ~~2022~~2023, ~~the~~there ~~Company~~were ~~has~~no ~~$-0-~~shares ~~and $54,750, respectively,~~ of capital stock to be issued~~, which is included in the liability section of the balance sheets presented herein~~.

Stock Options

OnThe ~~February 1, 2023, pursuant to a three-year consulting agreement, the~~ Company ~~granted~~did annot ~~option~~issue toany ~~purchase 10,000,000 shares of common~~ stock ~~with an exercise price of $0.02 and an expiration date of July 1, 2025. The~~ options ~~vest~~during ~~over a two-year period at~~ the ~~rate of 25% every six months beginning on the six-month anniversary date of the agreement. The Company valued the option at $639,543 and will amortize the value over the three-~~year ~~term of the agreement. For the year~~ ended September 30, ~~2023, the Company has included $142,121 in stock-based compensation expense, related party~~2024.

On ~~March~~February 31, 2023, pursuant to a ~~one~~three-year consulting agreement, the Company granted an option to purchase 10,000,000 shares of common stock with an exercise price of $0.02 and an expiration date of July 1, 2025. The options vest over a two-year period at the rate of 25% every six months beginning on the six-month anniversary date of the agreement. The Company valued the option at $~~449~~639,~~651~~543 and will amortize the value over the ~~one~~three-year term of the agreement. For the ~~year~~years ended September 30, 2024, and 2023, the Company has included $~~262~~213,~~297~~181 and $142,121, respectively, in stock-based compensation expense, related party.

~~The~~On ~~following~~March ~~table~~3, ~~summarizes~~2023, ~~activities~~pursuant ~~related~~to a one-year consulting agreement, the Company granted an option to purchase 10,000,000 shares of common stock with an exercise price of $0.02 and an expiration date of July 1, 2025. The options vest over a two-year period at the rate of 25% every six months beginning on the six-month anniversary date of the agreement. The Company ~~for~~valued the option at $449,651 and will amortize the value over the one-year term of the agreement. For the years ended September 30, 2024, and 2023, the Company has included $187,354 and $262,297, respectively in stock-based compensation expense.

	Number ofOptions		Weighted- Average Exercise Priceper Share		Weighted- Average Remaining Life (Years)
Outstanding at October 1, 2022		-	$	-		-
Issued		20,000,000	$	0.02		2.37
Outstanding at September 30, 2023		20,000,000	$	0.02		1.75
Exercisable at September 30, 2023		5,000,000	$	0.02		-

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AsThe offollowing ~~September~~table ~~30,~~summarizes ~~2023,~~activities ~~15,000,000~~related ~~options~~ to ~~purchase shares of common~~ stock ~~remain~~options ~~unvested and $684,777~~ of ~~stock~~the ~~compensation~~Company ~~expense~~for ~~remains~~the ~~unrecognized and is being expensed over a weighted average period of 2.37~~ years ~~from~~ended ~~the~~September ~~date~~30, of2024, ~~the~~and ~~grant~~2023.

	Number of Options		Weighted- Average Exercise Price per Share		Weighted- Average Remaining Life (Years)
Outstanding at October 1, 2022		-	$	-		-
Issued		20,000,000	$	0.02		2.37
Outstanding at September 30, 2023		20,000,000	$	0.02		1.75
Exercisable at September 30, 2023		5,000,000	$	0.02		-
Outstanding at September 30, 2024		20,000,000	$	0.02		0.75
Exercisable at September 30, 2024		15,000,000	$	0.02		-

As of September 30, 2024, 5,000,000 options to purchase shares of common stock remain unvested and $284,241 of stock compensation expense remains unrecognized and is being expensed over a weighted average period of 2.37 years from the date of the grant.

Warrants

On ~~February~~April 1, ~~2023~~2024, pursuant to a ~~three-year~~ consulting agreement, the Company ~~granted~~issued a warrant to purchase ~~250~~ 50,000 shares of RM ~~common~~Stock ~~stock~~that vested immediately and with an exercise price of $1.00 50 and an expiration date of April ~~July~~ 1, 2025. The Company valued the warrant at $~~624~~119,~~458~~348 based ~~and~~on ~~will~~the ~~amortize~~Black ~~the~~Scholes ~~value~~option ~~over~~pricing model. The following assumptions were utilized in the ~~three~~Black-~~year~~Scholes ~~term~~valuation of ~~the~~this ~~agreement.~~immediately ~~For~~vested warrant during the year ended September 30, ~~2023~~2024, ~~the~~risk ~~Company~~free ~~has~~interest ~~included~~rate of 5.03%, volatility of 145% and an exercise price of $~~138~~1.50. Accordingly,~~768~~ $119,348 has been expensed for the year ended September 30, 2024, in stock-based compensation expense~~, related party~~.

FOn February 1, 2023, pursuant to a three-17year ~~Table~~consulting agreement, the Company granted a warrant to purchase 250,000 shares of ~~Contents~~RM common stock with an exercise price of $1.00 and an expiration date of July 1, 2025. The Company valued the warrant at $624,458 and will amortize the value over the three-year term of the agreement. For the years ended September 30, 2024, and 2023, the Company has included $208,153 and $138,768, respectively, in stock-based compensation expense, related party.

On February 8, 2023, an investor paid $5,000 to acquire a warrant to purchase 2,000,000 shares of common stock. The warrant has an exercise price of $0.02 per share and expires July 1, 2024. The Company also issued a warrant to purchase 100,000 shares of RM Stock, with an exercise price of $1.00 and an expiration date of July 1, ~~2024~~2025, as amended.

On February 10, 2023, pursuant to a convertible note with a current shareholder of the Company, the Company issued a warrant to the investor to purchase 2,000,000 shares of common stock at an exercise price of $0.025 per share and an expiration date of July 1, 2025. The Company valued the warrant at $79,914, based on the Black Scholes option pricing model. The Company also issued a warrant to purchase 100,000 shares of RM Stock at an exercise price of $1.00 and an expiration date of July 1, 2025. The Company valued the RM Stock warrant at $249,811, based on the Black Scholes option pricing model. The Company applied $43,416 to the note as a discount based on the allocations of the fair values of the warrants and the note. The Company will charge the note discount to interest expense over the term of the note. For the ~~year~~years ended September 30, 2024, and 2023, the Company recorded interest expense of $23,549 and $19,867, respectively.

On March 1, 2023, an investor paid $5,000 to acquire a warrant to purchase 2,000,000 shares of common stock. The warrant has an exercise price of $0.02 per share and expires July 1, 2024. The Company also issued a warrant to purchase 100,000 shares of RM Stock, with an exercise price of $1,.00 and an expiration date of July 1, ~~2024~~2025, as amended.

On March 3, 2023, pursuant to a convertible note with a current shareholder of the Company, the Company issued a warrant to the investor to purchase 2,000,000 shares of common stock at an exercise price of $0.025 per share and an expiration date of July 1, 2025. The Company valued the warrant at $89,916, based on the Black Scholes option pricing model. The Company also issued a warrant to purchase 100,000 shares of RM Stock at an exercise price of $1.00 and an expiration date of July 1, 2025. The Company valued the RM Stock warrant at $249,822, based on the Black Scholes option pricing model. The Company applied $43,585 to the note as a discount based on the allocations of the fair values of the warrants and the note. The Company will charge the note discount to interest expense over the term of the note. For the ~~year~~years ended September 30, ~~2023~~2024, and 2023 the Company recorded interest expenses of $24,662 and $18,923, respectively.

~~On March 3, 2023, pursuant to a one~~F-~~year~~20 ~~consulting~~Table ~~agreement with a Company shareholder, the Company issued to the shareholder a warrant to purchase 250,000 shares~~ of RM Stock with an exercise price of $1.00 and an expiration date of July 1, 2025. The Company valued the warrant at $624,556 and will amortize the value over the one-year term of the agreement. For the year ended September 30, 2023, the Company has included $364,324 in stock-based compensation expenses.Contents

~~The~~On ~~following~~March ~~table~~3, ~~summarizes~~2023, ~~activities~~pursuant ~~related~~to a one-year consulting agreement with a Company shareholder, the Company issued to ~~warrants~~the shareholder a warrant to purchase 250,000 shares of ~~the~~RM Stock with an exercise price of $1.00 and an expiration date of July 1, 2025. The Company ~~for~~valued the warrant at $624,556 and will amortize the value over the one-year term of the agreement. For the years ended September 30, 2024, and 2023, the Company has included $260,232 and $364,324, respectively, in stock-based compensation expenses.

	Number of Warrants		Weighted Average Exercise Price Per Share		Weighted Average Remining Life (Years)
Outstanding at October 1, 2022	-0-		$	-0-	-0-
Issued		8,000,000		0.0225		1.86
Outstanding and exercisable at September 30, 2023		8,000,000	$	0.0225		1.25

The following table summarizes activities related to warrants of the Company for the years ended September 30, 2024, and 2023.

The following table summarizes activities related to warrants to purchase RM Stock from the Company for the year ended September 30, 2023.

	Number of Warrants			Weighted Average Exercise Price Per Share		Weighted Average Remining Life (Years)
Outstanding at October 1, 2022	-0-			$	-0-	-0-
Issued		8,000,000			0.0225		1.86
Outstanding and exercisable at September 30, 2023		8,000,000		$	0.0225		1.25
Expired or cancelled or forfeited		(4,000,000	)		0.0225		-
Outstanding and exercisable at September 30, 2024		4,000,000		$	0.0225		0.75

	Number of Warrants		Weighted Average Exercise Price Per Share		Weighted Average Remining Life (Years)
Outstanding at October 1, 2022	-0-		$	-0-	-0-
Issued		900,000		1.00		2.15
Outstanding and exercisable at September 30, 2023		900,000	$	1.00		1.53

The following table summarizes activities related to warrants to purchase RM Stock from the Company for the years ended September 30, 2024, and 2023.

F-18 Table of Contents

	Number of Warrants		Weighted Average Exercise Price Per Share		Weighted Average Remining Life (Years)
Outstanding at October 1, 2022	-0-		$	-0-	-0-
Issued		900,000		1.00		2.15
Outstanding and exercisable at September 30, 2023		900,000	$	1.00		1.53
Issued		50,000		1.50		1.00
Outstanding and exercisable at September 30, 2024		950,000	$	1.03		0.74

NOTE 9 - COMMITMENTS AND CONTINGENCIES

~~On July 19, 2022, the Company entered an Investor Awareness Advisory Services Agreement with a third party. Pursuant to the agreement in exchange for $10,000 per month over the three~~F-~~month~~21 ~~term~~Table ~~(the “Term”)~~ of the agreement, the third party will provide investor awareness advisory services (the “Services”). In addition, at the end of the Term, based upon the Company’s satisfaction with the Services, the Company will issue 500,000 shares of common stock to the provider’s designee. The shares were issued in December 2022.Contents

On July 2219, 2022 ~~(the “Effective Date”)~~, the Company entered aan ~~Platform~~Investor ~~Account~~Awareness ~~Contract~~Advisory Services Agreement with a third party. Pursuant to the agreement in exchange for $2510,000 ~~(the~~per ~~“fee”)~~month over the ~~twelve~~three-month term (the “Term”) of the agreement, the third party will provide ~~access~~investor toawareness ~~their~~advisory ~~Sequire~~services ~~Platform~~(the “Services”). ~~The~~In ~~parties~~addition, ~~have~~at ~~agreed that~~ the ~~fee~~end ~~will~~of bethe ~~paid~~Term, inbased ~~shares~~upon ofthe ~~restricted~~Company’s ~~common~~satisfaction ~~stock~~with ~~based~~the onServices, the ~~price~~Company ofwill ~~the~~issue ~~closing~~500,000 ~~price~~shares of ~~the Company’s~~ common stock onto the ~~Effective~~provider’s ~~Date~~designee. ofThe ~~the~~shares ~~agreement.~~were Onissued ~~August~~in 8,December 2022,. ~~the~~The Company ~~issued~~recorded ~~155,666~~stock-based ~~shares~~compensation expense of ~~restricted~~$50,000 ~~common~~for ~~stock~~the inyear ~~settlement~~ended ofSeptember ~~the~~30, ~~fee~~2023.

On ~~July~~August 274, 2022 (the “Effective Date”), the Company entered a ~~Marketing~~Consulting ~~Services~~ Agreement with a third party. Pursuant to the agreement in exchange for ~~$100~~1,300,000 ~~(the~~shares ~~“fee”)~~of restricted common stock over the ~~six~~one-~~month~~year term of the agreement, the third party will provide ~~marketing~~financial consulting services to the ~~financial community~~Company. The ~~parties~~shares ~~have~~are ~~agreed~~to ~~that~~be ~~the~~issued ~~fee~~on ~~will~~a bepro-rata ~~paid~~basis, inwhereby ~~shares~~the ofinitial ~~restricted~~325,000 ~~common~~shares ~~stock~~were ~~based~~issued on ~~the~~August ~~price~~8, of2022, ~~the~~and ~~closing~~a ~~price~~total of ~~the~~975,000 ~~Company’s~~shares ~~common~~were ~~stock~~issued onduring the ~~Effective~~year ~~Date~~ended ofSeptember ~~the~~30, ~~agreement~~2023. OnThe ~~August~~Company 8,recorded ~~2022,~~stock-based ~~the~~compensation ~~Company~~expense ~~issued~~of ~~714~~$150,~~286~~150 ~~shares~~for ofthe ~~restricted~~year ~~common~~ended ~~stock~~September in30, ~~settlement of the fee~~2023.

On ~~August~~November 416, 2022 (the “Effective Date”), the Company entered a Consulting Agreement with a third party. Pursuant to the agreement in exchange for 1,~~300~~000,000 shares of restricted common stock over the one-year term of the agreement, the third party will provide financial consulting services to the Company. ~~The~~On ~~shares~~December ~~are~~5, ~~to be issued on a pro-rata basis~~2022, ~~whereby~~ the ~~initial~~Company ~~325~~issued 500,000 shares ~~were issued on August 8, 2022,~~ and athe ~~total~~remaining ~~of 975~~500,000 shares were issued ~~during~~in September 2023. For the year ended September 30, 2023~~.The~~, the Company recorded stock-based compensation expense of $~~150~~86,~~150~~000 ~~and $50,150~~ for the ~~years~~issuance ~~ended~~of ~~September 30~~1, ~~2023~~000,000 ~~and 2022, respectively~~shares.

On November 16, 2022 (the “Effective Date”), the Company entered a Consulting Agreement with a third party. Pursuant to the agreement in exchange for 1,000,000 shares of restricted common stock over the one-year term of the agreement the third party will provide financial consulting services to the Company. On December 5, 2022, the Company issued 500,000 shares and 250,000 shares were issued at the beginning of months seven and eight of the agreement. For the year ended September 30, 2023, the Company recorded stock-based compensation expense of $86,000 for the issuance of 1,000,000 shares.

On December 2, 2022 (the “Effective Date”), the Company entered a Consulting Agreement with a third party. Pursuant to the agreement in exchange for 1,000,000 shares of restricted common stock. The shares were issued December 5, 2022. For the year ended September 30, 2023, the Company recorded stock-based compensation expense of $100,000 for the issuance of 1,000,000 shares.

On December 5, 2022, the Company issued 1,200,000 shares of common stock for services rendered pursuant to a consulting agreement. For the year ended September 30, 2023, the Company recorded stock-based compensation of $120,000 for the issuance. The Company also agreed to pay a monthly fee of $5,000 per month. Additionally for the year ended September 30, 2023, the Company recorded stock compensation expense of $55,393, for the issuance of 500,000 shares of restricted common stock. The shares were issued February 14, 2023.

FEffective February 1, 2023, the Company entered a Consulting Executive Officer Agreement with a three-19 ~~Table~~year term to an entity to provide the services of ~~Contents~~a Chief Operating Officer (the “COO”) of the Company. On October 1, 2023, the BOD also appointed the COO as the President. Pursuant to the agreement, the Company agreed to a monthly fee of $10,000, and the issuance of 250,000 shares per month, to be certificated semi-annually. The monthly fee was increased to $15,000 per month effective September 1, 2023. For the years ended September 30, 2024, and 2023, the Company recorded expenses of $74,125 and $82,875, respectively, related to the 250,000 shares per month. On May 8, 2024, the Company issued 3,000,000 shares of common stock for the months of February 2023, through January 2024. On May 11, 2023, the Company issued 5,000,000 shares to the Company’s COO as a bonus pursuant to their Consulting Agreement. The Company valued the shares at $0.04 per share and included stock-based compensation expense-related party of $200,000 for the year ended September 30, 2023. On July 10, 2023, the Company issued 15,000,000 shares to the Company’s COO as a bonus pursuant to their Consulting Agreement. The Company valued the shares at $0.0406 per share and included stock-based compensation expense-related party of $609,000 for the year ended September 30, 2023. On September 7, 2023, the Company issued 5,000,000 shares to the Company’s COO as a bonus pursuant to their Consulting Agreement. The Company valued the shares at $0.041 per share and included stock-based compensation expense-related party of $205,000 for the year ended September 30, 2023.

On March 3, 2023, the Company entered a Consulting Agreement with an investor. Pursuant to the agreement, the Company issued 2,000,000 shares of common stock for one year of services. The Company valued the shares at $80,000 based on the price of the common stock on the date the Company agreed to issue the common stock. The Company also issued the consultant 1) an option to purchase 10,000,000 shares of the Company’s common stock at an exercise price of $0.02 per share with an expiry date of July 1, 2025. The options vest over the twoF-~~year~~22 ~~period~~Table ~~in 25% increments beginning on the six- month anniversary~~ of the agreement and 2) an option to purchase 250,000 shares of RM Stock at an exercise price of $1.00 per share with an expiry date of July 1, 2025. The warrant to purchase the Company’s common stock was valued at $449,651 based on the Black Scholes option pricing model and will be amortized over the one-year term of the agreement. For the year ended September 30, 2023, $262,297 is included in stock-based compensation expense. The warrant to purchase the RM Stock was valued at $624,556 based on the Black Scholes option pricing model and will be amortized over the one-year term of the agreement. For the year ended September 30, 2023, $364,324 is included in stock-based compensation expense. On May 11, 2023, the Company issued an additional 5,000,000 shares to the Consultant. The Company valued the shares at $0.04 per share and included stock-based compensation expense of $200,000 for the year ended September 30, 2023.Contents

On ~~April~~March 13, 2023, the Company entered a Consulting Agreement with aan ~~third~~investor. ~~party~~Pursuant to the agreement, the Company issued 2,000,000 shares of common stock for ~~marketing~~one year of services. inThe ~~exchange~~Company ~~for~~valued ~~250~~the shares at $80,000 ~~shares~~based on the price of ~~restricted~~the common stock on the date the Company agreed to issue the common stock. The Company also issued the consultant 1) an option to purchase 10,000,000 shares of the Company’s common stock at an exercise price of $0.02 per share with an expiry date of July 1, 2025. The options vest over the two-year period in 1225% ~~equal~~increments ~~amounts~~beginning on the six- month anniversary of 20the agreement and 2) a warrant to purchase 250,~~833~~000 shares of RM Stock at an exercise price of $1.00 per share with an expiry date of July 1, 2025. The option to purchase the Company’s common stock was valued at $449,651 based on the Black Scholes option pricing model and will be amortized over the one-year term of the agreement. For the years ended September 30, 2024, and 2023, $187,354 and $262,297, respectively, is included in stock-based compensation expense. The warrant to purchase the RM Stock was valued at $624,556 based on the Black Scholes option pricing model and will be amortized over the one-year term of the agreement. For the years ended September 30, 2024, and 2023, $260,232 and $364,324, respectively, is included in stock-based compensation expense. On May 11, 2023, the Company ~~has~~issued ~~recorded~~an additional 5,000,000 shares to the Consultant. The Company valued the shares at $0.04 per share and included stock-based compensation expense of $200,000 for the year ended September 30, 2023. On December 6,~~012~~ ~~with~~2023, the ~~offset~~Company agreed to ~~accounts~~issue ~~payable~~an additional 6,000,000 shares of common stock. The Company valued the 6,000,000 shares at $0.0282 per share and ~~accrued~~included ~~expenses~~stock-based compensation expense of $169,200 for the year ended September 30, 2024. On May 16, 2024, the Company agreed to issue an additional 2,500,000 shares of common stock. The Company valued the 2,500,000 shares at $0.03 per share and included stock-based compensation expense of $75,000 for the year ended September 30, 2024.

On April 1, 2023, the Company entered a Consulting Agreement with a third party for marketing services in exchange for 250,000 shares of restricted common stock. The shares vest in 12 equal amounts of 20,833. For the years ended September 30, 2024, and 2023, the Company has recorded stock-based compensation of $6,012 and $6,012, respectively, with the offset to accounts payable and accrued expenses.

On October 1, 2023, the Company entered into a one-year Agreement for Board of Advisor Services with a third party to provide general technical, AI, sales, and marketing services in exchange for 3,000,000 shares of common stock. The Company valued the shares at $80,700 ($0.0269 per share). The shares are to be issued at the end of the term, and the Company is amortizing the expense over the term of the contract. For the year ended September 30, 2024, the Company included $80,700 in General and Administrative expenses and in accounts payable and accrued expenses. Effective May 1, 2024, the Company amended the October 1, 2023, agreement and agreed to issue 7,000,000 shares, of which 5,000,000 were immediately earned and were issued May 16, 2024, and to issue an additional 2,000,000 shares at the end of the term. The Company valued the 5,000,000 shares at $142,500 ($0.0285 per share) and the Company is amortizing the expense related to the 2,000,000 shares (valued at $57,000) over the term of the contract. For the year ended September 30, 2024, the Company included $166,250 in General and Administrative expenses and $23,750 in accounts payable and accrued expenses.

On January 1, 2024, the Company entered into a one-year Consulting Agreement with a third party to provide market awareness services and the identification, evaluation, structuring, negotiating, and closing of joint ventures, strategic alliances, and business acquisitions, in exchange for 3,000,000 shares of common stock. The Company valued the shares at $62,400 and is amortizing the expense over the term of the contract. For the year ended September 30, 2024, the Company included $46,800 in General and Administrative expenses. The 30,000,000 shares of common stock were issued May 8, 2024.

On January 2, 2024, the Company entered into a one-year Consulting Agreement with a third party to provide market awareness services and the identification, evaluation, structuring, negotiating, and closing of joint ventures, strategic alliances, and business acquisitions, in exchange for a monthly fee of $10,000 per month and 5,000,000 shares of common stock. The shares were issued on January 18, 2024. The Company valued the shares at $104,000 and is amortizing the expense over the term of the contract. For the year ended September 30, 2024, the Company included $78,003 in General and Administrative expenses.

F-23

Table of Contents

On March 19, 2024, the Company entered into a one-year Consulting Agreement with a third party to provide general business, military, governmental, technical, AI, and sales and marketing services, in exchange for 3,000,000 shares of common stock. The Company valued the shares at $78,000 and is amortizing the expense over the term of the contract. For the year ended September 30, 2024, the Company included $6,500 in General and Administrative expenses and in accounts payable and accrued expenses. The consultant never provided any services, and accordingly, the Company did not issue the shares.

On April 1, 2024, the Company entered an Agreement for Board of Advisor Services with a third party to provide general business, military, governmental, technical, AI, and sales and marketing services, in exchange for 2,500,000 shares of common stock upon execution of the agreement (the “Initial Issuance”) and a further 2,500,000 shares of common stock one year after the execution (the “Final Issuance”). The Initial Issuance of 2,500,000 shares of common stock were issued on May 8, 2024. The Company valued the shares at $137,500 and is amortizing the expense over the term of the contract. For the year ended September 30, 2024, the Company included $68,749 in General and Administrative expenses. In connection with the agreement, the Company also agreed to issue a warrant to purchase 50,000 Class A common stock shares of RM Stock owned by the Company, at $1.50 per share and vested immediately. The warrant to purchase the RM Stock was valued at $119,348 based on the Black Scholes option pricing model and has been expensed in the year ended September 30, 2024, in general and administrative expenses.

On April 23, 2024, the Company entered an Agreement for Board of Advisor Services with a third party to provide assistance to the Company in building its in house development team and manage software projects, in exchange for 3,000,000 shares of common stock. The Company issued 1,500,000 shares of common stock on May 8, 2024, with the balance due on the one-year anniversary of the agreement. The Company valued the shares at $67,500 and is amortizing the expense over the term of the contract. For the year ended September 30, 2024, the Company included $33,750 in General and Administrative expenses.

On April 23, 2024, the Company entered an Agreement for Board of Advisor Services with a third party to provide general business, military, governmental, technical, AI, and sales and marketing services, in exchange for 5,000,000 shares of common stock. The Company issued 2,500,000 shares of common stock on May 8, 2024, with the balance due on the one-year anniversary of the agreement. The Company valued the shares at $112,500 and is amortizing the expense over the term of the contract. For the year ended September 30, 2024, the Company included $56,250 in General and Administrative expenses.

NOTE 10 - LICENSE AGREEMENT

RM, a Nevada corporation, was formed on June 22, 2022. Mr. Collins, the Company’s’ former CTO was a co-founder, and a former Director and President and Treasurer of RM. Mr. Chermak, the Company’s former COO is a co-founder, Director and Vice-president and Secretary of RM. Mr. Ansari is a co-founder and former Director of RM. RM had initially issued 1,600,000, 1,000,000 and 1,000,000 shares of Class B Common Stock to Mr. Collins. Mr. Chermak and Mr. Ansari, respectively. On May 15, 2023, Mr. Collins cancelled his 1,600,000 shares of Class B common stock in exchange for 200,000 shares of Class A common stock. As of September 30, ~~2023~~2024, and ~~2022~~2023, RM has 2,000,000 and 32,~~600~~000,000 Class B Common Stock shares outstanding, respectively. Each share of the Class B Common Stock has voting rights whereby each share of Class B Common Stock equals 100 voting shares. As of September 30, ~~2023~~2024, and ~~2022~~2023, RM had 810,~~257~~459,~~714~~199 and 58,~~100~~257,~~000~~714 Class A common stock shares issued and outstanding, respectively. During the year ended September 30, 2024, the Company has agreed to issue 1,798,767 shares of RM stock (1,780,531 has been issued and an additional 18,236 shares to be issued) in satisfaction of $2,369,500 of principal of convertible notes and $84,888 of accrued interest. The Company also issued 45,000 shares of RM stock in satisfaction of note payable (principal and interest). In connection with such issuance of RM stock in satisfaction of note and convertible notes principal and accrued and unpaid interest, the Company recognized an amount of $2,499,388 upon conversion, which was included in the additional paid-in capital for the year ended September 30, 2024. Accordingly, as of September 30, ~~2023~~2024, and ~~2022~~2023, the Company’s 3,301,233 and 5,100,000 respectively, shares of Class A Common Stock represent approximately 21.4957% and 12.449%, respectively of the voting stock of RM. Each share of the Class B Common stock is also convertible into one share of Class A Common Stock.

F-24

Table of Contents

The Company accounts for its interest in RM under the cost method of accounting. Due to RM just being formed at the time of the license agreement no value has been assigned to the investment.

F-20 Table of Contents

NOTE 11 - INCOME TAXES

The Company provides for income taxes under ASC 740, Accounting for Income Taxes. ASC 740 requires the use of an asset and liability approach in accounting for income taxes. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities and the tax rates in effect when these differences are expected to reverse. ASC 740 requires the reduction of deferred tax assets by a valuation allowance if, based on the weight of available evidence, it is more likely- than not that some or all of the deferred tax assets will not be realized.

In assessing the need for a valuation allowance, management must determine that there will be sufficient taxable income to allow for the realization of deferred tax assets. Based upon the historical and anticipated future income, management has determined that the deferred tax assets do not meet the more-likely-than-not threshold for realizability. Accordingly, there is a full valuation allowance provided against the Company’s deferred tax assets as of September 30, ~~2023~~2024, and ~~2022~~2023.

A reconciliation of the provision for income taxes determined at the U.S. statutory rate to the Company’s effective income tax rate is as follows:

	Year Ended September 30,
	2023			2022
	2024			2023
Pre-tax loss	$	(4,~~728~~264,~~473~~412	)	$	(54,~~100~~728,~~102~~473	)
U.S. federal corporate income tax rate		21	%		21	%
Expected U.S. income tax credit		(~~992~~895,~~979~~527	)		(1992,~~071,021~~979	)
Permanent differences		~~658~~423,~~631~~402			~~457~~658,~~584~~631
Change of valuation allowance		~~333~~472,~~348~~125			~~613~~334,~~437~~348
Effective tax expense	$	—		$	—

The Company had deferred tax assets as follows:

	September 30, 2023			September 30, 2022
	September 30, 2024			September 30, 2023
Net operating losses carried forward	$	12,~~973~~445,~~226~~350		$	1,~~638~~973,~~878~~226
Less: Valuation allowance		(12,~~973~~445,~~226~~350	)		(1,~~638~~973,~~878~~226	)
Net deferred tax assets	$	—		$	—

InAs ~~assessing~~of September 30, 2024, and 2023, the ~~need~~Company ~~for~~has aapproximately ~~valuation~~$11,645,000 ~~allowance~~and $9,396,000, ~~management~~respectively, ~~must~~net ~~determine~~operating ~~that~~loss ~~there~~carryforwards ~~will~~available beto ~~sufficient~~reduce future taxable income. toAs ~~allow~~of ~~for~~September 30, 2024, and 2023, the ~~realization~~Company ofhas ~~deferred~~no material unrecognized tax ~~assets.~~benefits ~~Based~~which ~~upon~~would favorably affect the ~~historical~~effective ~~and~~income ~~anticipated~~tax rate in future ~~income,~~periods ~~management~~and ~~has~~does ~~determined~~not believe that ~~the~~there ~~deferred~~will be any significant increases or decreases of unrecognized tax ~~assets~~benefits ~~meet~~within the ~~more-likely-than-not~~next ~~threshold~~twelve ~~for realizability~~months. ~~Accordingly,~~No ainterest ~~full~~or ~~valuation~~penalties ~~allowance~~relating ~~has~~to income tax matters have been ~~recorded~~imposed ~~against~~on the Company’s ~~deferred~~during ~~tax~~the ~~assets~~years ended September 30, 2024, and 2023, and no provision for interest and penalties is deemed necessary as of September 30, 2024, and 2023.

As of September 30, 2023, and 2022, the Company has approximately $9,396,000 and $7,804,000, respectively, net operating loss carryforwards available to reduce future taxable income. As of September 30, 2023, and 2022, the Company has no material unrecognized tax benefits which would favorably affect the effective income tax rate in future periods and does not believe that there will be any significant increases or decreases of unrecognized tax benefits within the next twelve months. No interest or penalties relating to income tax matters have been imposed on the Company during the years ended September 30, 2023, and 2022, and no provision for interest and penalties is deemed necessary as of September 30, 2023, and 2022.

NOTE 12 - DEFERRED REVENUE

During the ~~year~~years ended September 30, 2024, and 2023, the Company delivered $4,995 and $32,470 in the aggregate of software products to customers under one year subscription periods. The Company records the agreed amounts over the one-year term of the subscription agreements as deferred revenue, classified as a liability on the balance sheet, and amortizes the deferred revenue over the subscription period. For the ~~year~~years ended September 30, 2024, and 2023, the Company recognized $4,492 and $30,059 of revenue from these agreements~~. For the year ended September 30~~, ~~2022, the Company recognized $6,089 of revenue from prior agreements~~respectively. As of September 30, 2024, and 2023, the balance of deferred revenues of $2,914 and $2,411 is included in the balance sheet, respectively.

NOTE 13 - SUBSEQUENT EVENTS

OnThe ~~November~~Company ~~30,~~has ~~2023,~~evaluated subsequent events through the ~~Company~~date the financial statements were issued. ~~1,887,750~~The ~~shares~~Company ofhas ~~common~~determined ~~stock~~that ~~for~~there ~~settlement~~are ofno ~~accrued~~such ~~interest~~events that warrant disclosure or recognition in the financial statements.

On December 14, 2023, the Company amended and restated the March 3, 2023 (see Note 9) consulting agreement, pursuant to which the Company agreed to issue an additional 6,000,000 shares of common stock.F-25

The Company has evaluated subsequent events through the date the financial statements were issued. The Company has determined that there are no other such events that warrant disclosure or recognition in the financial statements.

F-21

Filing Compare · CYTTA CORP.