UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 

 

For the quarter ended: December 31, 2023

 

OR

 

     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

 

98-0505761

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

 

5450 W Sahara Ave Suite 300A

Las Vegas NV 89146

(Address of principal executive offices) (zip code)

 

(702) 900-7022

(Registrant’s telephone number, including area code)

 

Not applicable.

(Former name, former address and former fiscal year, if changed since last report)

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading Symbol(s)

 

Name of each exchange on which registered

None

 

N/A

 

N/A

 

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

 

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 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

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) 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, a 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 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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes     ☒ No

 

As of February 14, 2024, there were 441,946,581 shares outstanding of the registrant’s common stock, $0.001 par value per share.

 

 

 

 

CYTTA CORP.

 

INDEX

 

PART I. FINANCIAL INFORMATION

 

 

 

 

 

 

 

 

ITEM 1

Financial Statements (Unaudited)

 

 3

 

 

Condensed Balance Sheets as of December 31, 2023, and September 30, 2023 (Unaudited)

 

3

 

 

Condensed Statement of Operations for the three months ended December 31, 2023, and 2022 (Unaudited)

 

4

 

 

Condensed Statement of Changes in Stockholders’ Deficit for the three months ended December 31, 2023, and 2022 (Unaudited)

 

5

 

 

Condensed Statement of Cash Flows for the three months ended December 31, 2023, and 2022 (Unaudited)

 

6

 

 

Notes to Interim Unaudited Condensed Financial Statements

 

7

 

ITEM 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

22

 

ITEM 3.

Quantitative and Qualitative Disclosures About Market Risk

 

27

 

ITEM 4.

Controls and Procedures

 

27

 

 

 

 

 

 

PART II. OTHER INFORMATION

 

 

 

 

 

 

 

ITEM 1.

Legal Proceedings

 

28

 

ITEM 1A.

Risk Factors

 

28

 

ITEM 2.

Unregistered Sales of Equity Securities and Use of Proceeds

 

28

 

ITEM 3.

Defaults Upon Senior Securities

 

28

 

ITEM 4.

Mine Safety Disclosures

 

28

 

ITEM 5.

Other Information

 

28

 

ITEM 6.

Exhibits

 

29

 

 

 
2

Table of Contents

 

CYTTA CORP.

BALANCE SHEETS

(Unaudited)

 

 

 

 

 

 

 

December 31,

 

 

September 30,

 

 

 

2023

 

 

2023

 

ASSETS

 

 

 

 

 

 

Current Assets

 

 

 

 

 

 

Cash

 

$390,262

 

 

$674,824

 

Prepaid expenses

 

 

639,764

 

 

 

986,976

 

Total Current Assets

 

 

1,030,026

 

 

 

1,661,800

 

 

 

 

 

 

 

 

 

 

Prepaid expenses, non-current

 

 

456,443

 

 

 

561,776

 

Property and equipment, net

 

 

66,982

 

 

 

77,558

 

TOTAL ASSETS

 

$1,553,451

 

 

$2,301,134

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' EQUITY

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

Current Liabilities

 

 

 

 

 

 

 

 

Accounts payable and accrued expenses

 

$553,942

 

 

$546,335

 

Related party liabilities

 

 

803,447

 

 

 

772,532

 

Dividend payable

 

 

33,427

 

 

 

33,427

 

Deferred revenue

 

 

-

 

 

 

2,411

 

Note payable

 

 

40,000

 

 

 

40,000

 

Convertible notes payable, net of discount

 

 

1,222,141

 

 

 

1,166,788

 

Total Current Liabilities

 

 

2,652,957

 

 

 

2,561,493

 

 

 

 

 

 

 

 

 

 

COMMITMENTS AND CONTINGENCIES

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

Stockholders' Equity (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

 

Series D Preferred Stock par value $0.001; (10,000,000 shares authorized and 50,000 shares issued and outstanding

 

 

50

 

 

 

50

 

Series E Preferred Stock par value $0.001; (13,650,000 shares authorized and -0- issued and outstanding

 

 

-

 

 

 

-

 

Series F Preferred Stock par value $0.001; (10,000,000 shares authorized and -0- issued and outstanding

 

 

-

 

 

 

-

 

Common stock par value $0.001; (500,000,000 shares authorized and 434,718,920 (December 31, 2023) and 426,831,170 (September 30, 2023) shares issued and outstanding)

 

 

434,720

 

 

 

426,832

 

Additional paid in capital

 

 

32,127,732

 

 

 

31,915,639

 

Accumulated Deficit

 

 

(33,662,608)

 

 

(32,603,480)

Total Stockholders' Equity (Deficit)

 

 

(1,099,506)

 

 

(260,359)

 

 

 

 

 

 

 

 

 

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

 

$1,553,451

 

 

$2,301,134

 

                

The accompanying notes are an integral part of these statements

 

 
3

Table of Contents

 

CYTTA CORP.

 

STATEMENT OF OPERATIONS

 

(Unaudited)

 

 

 

 

 

 

 

 

For the Three Months Ended

December 31,

 

 

 

2023

 

 

2022

 

 

 

 

 

 

 

 

Revenues

 

$2,411

 

 

$5,706

 

 

 

 

 

 

 

 

 

 

Operating Expenses:

 

 

 

 

 

 

 

 

General and administration- related party expenses

 

 

213,208

 

 

 

177,868

 

General and administrative- other

 

 

777,244

 

 

 

928,575

 

Total operating expenses

 

 

990,452

 

 

 

1,106,443

 

 

 

 

 

 

 

 

 

 

Loss from Operations

 

 

(988,041)

 

 

(1,100,737)

 

 

 

 

 

 

 

 

 

Other expenses (income)

 

 

 

 

 

 

 

 

Interest expense

 

 

71,287

 

 

 

26

 

Interest income

 

 

(200)

 

 

(55)

Total Other Expenses (Income)

 

 

71,087

 

 

 

(29)

 

 

 

 

 

 

 

 

 

Loss before income taxes

 

 

(1,059,128)

 

 

(1,100,708)

Provision for income taxes

 

 

-

 

 

 

-

 

Net loss

 

$(1,059,128)

 

$(1,100,708)

 

 

 

 

 

 

 

 

 

Loss per share, basic and diluted

 

$(0.00)

 

$(0.00)

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding Basic and diluted

 

 

428,575,956

 

 

 

380,882,100

 

 

The accompanying notes are an integral part of these statements

 

 
4

Table of Contents

 

CYTTA CORP.

Statement of Changes in Stockholders' Equity (Deficit)

The Three Months Ended December 31, 2023

(Unaudited)

 

 

 

Series C Preferred

Stock

 

 

Series D Preferred

Stock

 

 

Series E Preferred

Stock

 

 

Series F Preferred

Stock

 

 

Common

Stock

 

 

Additional

Paid-in

 

 

Accumulated

 

 

Total

Stockholders'

 

 

 

Shares

 

 

Amount

 

 

Shares

 

 

Amount

 

 

Shares

 

 

Amount

 

 

Shares

 

 

Amount

 

 

Shares

 

 

Amount

 

 

Capital

 

 

Deficit

 

 

Equity (Deficit)

 

Balance 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

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

6,000,000

 

 

 

6,000

 

 

 

163,200

 

 

 

-

 

 

 

169,200

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock issued for accounts payable and accrued liabilities

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

1,887,750

 

 

 

1,888

 

 

 

48,893

 

 

 

-

 

 

 

50,781

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss for the three months ended December 31, 2023

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(1,059,128)

 

 

(1,059,128)

Balance December 31, 2023

 

 

600,000

 

 

$600

 

 

 

50,000

 

 

$50

 

 

 

-

 

 

$-

 

 

 

-

 

 

$-

 

 

 

434,718,920

 

 

$434,720

 

 

$32,127,732

 

 

$(33,662,608)

 

$(1,099,506)

 

CYTTA CORP.

Statement of Changes in Stockholders' Equity

The Three Months Ended December 31, 2022

(Unaudited)

 

 

 

Series C Preferred Stock

 

 

Series D Preferred Stock

 

 

Series E Preferred Stock

 

 

Series F Preferred Stock

 

 

Common

Stock

 

 

Additional

Paid-in

 

 

Accumulated

 

 

Total

Stockholders'

 

 

 

Shares

 

 

Amount

 

 

Shares

 

 

Amount

 

 

Shares

 

 

Amount

 

 

Shares

 

 

Amount

 

 

Shares

 

 

Amount

 

 

Capital

 

 

Deficit

 

 

Equity

 

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 issued for services

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

3,925,000

 

 

 

3,925

 

 

 

403,350

 

 

 

-

 

 

 

407,275

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss for the three months ended December 31, 2022

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(1,100,708)

 

 

(1,100,708)

Balance December 31, 2022

 

 

600,000

 

 

$600

 

 

 

50,000

 

 

$50

 

 

 

0

 

 

$-

 

 

 

0

 

 

$-

 

 

 

383,685,670

 

 

$383,686

 

 

$28,359,738

 

 

$(28,975,715)

 

$(231,641)

                             

The accompanying notes are an integral part of these statements

 

 
5

Table of Contents

 

CYTTA CORP.

Statements of Cash Flows 

(Unaudited) 

 

 

 

For the Three Months Ended

December 31,

 

 

 

2023

 

 

2022

 

 

 

 

 

 

 

 

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

$(1,059,128)

 

$(1,100,708)

Adjustments to reconcile net loss to net cash used in operating activities:

 

 

 

 

 

 

 

 

Stock-based compensation expenses for services

 

 

599,516

 

 

 

407,275

 

Amortization of note discounts

 

 

15,353

 

 

 

-

 

Loss on debt extinguishment

 

 

3,955

 

 

 

-

 

Depreciation expense

 

 

10,576

 

 

 

11,904

 

Changes in Operating Assets and Liabilities:

 

 

 

 

 

 

 

 

Accounts Receivable

 

 

-

 

 

 

(4,995)

Prepaid expenses

 

 

63,285

 

 

 

5,969

 

Accounts payable and accrued liabilities

 

 

31,252

 

 

 

101,376

 

Accounts payable-related party

 

 

13,040

 

 

 

(59,365)

Deferred revenue

 

 

(2,411)

 

 

26,763

 

Net cash used in operating activities

 

 

(324,562)

 

 

(611,781)

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Proceeds from issuance of short-term convertible notes payable

 

 

40,000

 

 

 

-

 

Net cash provided by financing activities

 

 

40,000

 

 

 

-

 

 

 

 

 

 

 

 

 

 

NET CHANGE IN CASH

 

 

(284,562)

 

 

(611,781)

CASH AT BEGINNING OF PERIOD

 

 

674,824

 

 

 

755,122

 

CASH AT END OF PERIOD

 

$390,262

 

 

$143,341

 

 

 

 

 

 

 

 

 

 

SUPPLEMENTAL CASH FLOW DISCLOSURES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash paid for interest

 

$-

 

 

$-

 

Cash paid for income taxes

 

$-

 

 

$-

 

 

 

 

 

 

 

 

 

 

NON-CASH INVESTING AND FINANCING ACTIVITIES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock issued for services

 

$169,200

 

 

$407,275

 

Common stock issued for accounts payable and accrued liabilities

 

$50,781

 

 

$-

 

 

The accompanying notes are an integral part of these statements 

 

 
6

Table of Contents

 

Cytta Corp.

Notes to Financial Statements

December 31, 2023

  

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 accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As of December 31, 2023, the Company had an accumulated deficit of $33,662,608 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.

 

The Company's proprietary CyttaCOMMS incident management system offers real-time integration of video and audio streams, enabling improved collaboration and providing ongoing, relevant, actionable intelligence. Their 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.

 

We also offer a combination of technical and consulting services, proprietary software products, hardware products utilizing our software and system integration team to meet the needs of customers. Cytta places extreme value on satisfying our customers’ needs with innovative, well-engineered, high-quality products and service solutions.

 

Cytta’s proprietary SUPR Intelligence, Surveillance and Reconnaissance (ISR) technology designated CyttaCOMP, is now licensed to Reticulate Micro, Inc., CyttaCOMP, is at the core of our products and is the most potent software codec commercially available. CyttaCOMP is explicitly designed for realtime streaming of HD, 4K, and higher resolution video while requiring only limited bandwidth and minimal computational resources.

 

Cytta’s 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 IGAN ICS 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 IGAN 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 CARES (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, 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.

 

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.

 

 
7

Table of Contents

 

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial statements and with the instructions to Form 10-Q and Article 8 of Regulation S-X of the United States Securities and Exchange Commission (“SEC”). Accordingly, they do not contain all information and footnotes required by accounting principles generally accepted in the United States of America for annual financial statements. In the opinion of the Company’s management, the accompanying unaudited condensed financial statements contain all the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the Company as of December 31, 2023, and the results of operations and cash flows for the periods presented. The results of operations for the three months ended December 31, 2023, are not necessarily indicative of the operating results for the full fiscal year or any future period.

 

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 December 31, 2023, and September 30, 2023.

 

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 three months ended December 31, 2023, and 2022 is summarized as:

 

 

 

December 31,

 

 

 

2023

 

 

2022

 

Balance beginning of period

 

$1,548,752

 

 

$32,897

 

Amortization of stock-based compensation

 

 

(389,260 )

 

 

-

 

Other prepaid expense activity

 

 

(63,285 )

 

 

(5,970 )

Sub-total

 

 

1,096,207

 

 

 

26,927

 

Less non-current portion

 

 

456,443

 

 

 

-

 

Prepaid expenses, current portion

 

$639,764

 

 

$26,927

 

 

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.

 

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.

 

 
8

Table of Contents

 

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.

 

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.

 

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.

 

 
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Revenue recognition

 

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

 

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.

 

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.

 

 
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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.

 

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 quarter ended December 31, 2023, that are of significance or potential significance to the Company.

 

NOTE 4 - PROPERTY AND EQUIPMENT

 

The following table represents the Company’s property and equipment as of December 31, 2023, and September 30, 2023:

 

 

 

December 31,

2023

 

 

September 30,

2023

 

Property and equipment

 

$230,900

 

 

$230,900

 

Accumulated depreciation

 

 

(163,918 )

 

 

(153,342 )

Property and equipment, net

 

$66,982

 

 

$77,558

 

 

Depreciation expense was $10,576 and $11,904 for the three months ended December 31, 2023, and 2022, respectively.

 

NOTE 5 - RELATED PARTY TRANSACTIONS

 

Related Party agreements and fees

 

For the three months ended December 31, 2023, and 2022, the Company recorded expenses to related parties in the following amounts:

 

 

 

Three months ended

December 31,

 

 

 

2023

 

 

2022

 

Management fees, Chief Executive Officer (CEO)

 

$45,000

 

 

$60,000

 

Chief Technology Officer (CTO) through April 30, 2023

 

 

-

 

 

 

60,000

 

Chief Administration Officer (CAO) through January 31, 2023

 

 

-

 

 

 

45,000

 

President and Chief Operating Officer (COO)

 

 

45,000

 

 

 

-

 

Stock-based compensation expense, officers

 

 

123,208

 

 

 

-

 

Office rent and expenses

 

 

-

 

 

 

12,868

 

Total

 

$213,208

 

 

$177,868

 

 

On January 1, 2022, the Company increased the monthly fee from $15,000 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 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. 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 three months ended December 31, 2023, the Company recorded an expense of $17,875 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, $53,295 is included in General and Administrative expenses-related party for the three months ended December 31, 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, $52,038 is included in General and Administrative expenses-related party for the three months ended December 31, 2023.

 

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. Included in office rent for the three months ended December 31, 2022, is $10,500.

 

Accounts payable, related parties

 

As of December 31, 2023, and September 30, 2023, the Company owes $803,447 and $772,532, respectively, to related parties as follows:

 

 

 

December 31,

2023

 

 

September 30,

2023

 

Management fees, Chief Executive Officer (CEO)

 

$123,040

 

 

$110,000

 

Bonus, CEO

 

 

70,000

 

 

 

70,000

 

Stock to be issued President and COO

 

 

580,407

 

 

 

562,532

 

Fees, bonus, and accounts payable, former CTO

 

 

30,000

 

 

 

30,000

 

Total

 

$803,447

 

 

$772,532

 

 

NOTE 6 - NOTE PAYABLE

 

On January 10, 2023, the Company entered into an 8%, $40,000 face value unsecured 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. Effective January 10, 2024, the lender amended and restated the note with a principal balance of $43,200, that matures on the six-month anniversary with an interest rate of 8%.  

 

NOTE 7 - CONVERTIBLE NOTES PAYABLE

 

On February 10, 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 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. 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 $43,416, with the offset to additional paid in capital. For the three months ended December 31, 2023, amortization of the debt discounts of $7,662 was charged to interest expense. As of December 31, 2023, the outstanding principal balance of this note was $50,000 with a carrying value of $34,112, net of unamortized discounts of $15,888. 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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On February 17, 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 17, 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 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 three months ended December 31, 2023, amortization of the debt discounts of $7,692 was charged to interest expense. As of December 31, 2023, the outstanding principal balance of this note was $50,000 with a carrying value of $33,029, net of unamortized discounts of $16,971. 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.

 

 
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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.

 

On August 2, 2023, (the “Issuance Date”) the Company issued a convertible promissory note, in the principal amount of $5,000, 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.

 

On December 28, 2023, (the “Issuance Date”) the Company issued a convertible promissory note, in the principal amount of $40,000, to an investor. The note bears an interest rate of 18% per annum and matures on December 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 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.

 

The Company has the following convertible notes payable outstanding as of December 31, 2023, and September 30, 2023:

 

SCHEDULE OF NOTES PAYABLE

 

 

 

December 31,

2023

 

 

September  30,

2023

 

Convertible note payable, interest at 18%, matures February 17, 2024

 

$25,000

 

 

$25,000

 

Convertible note payable, interest at 18%, matures February 24, 2024

 

 

25,000

 

 

 

25,000

 

Convertible note payable interest at 18%, matures February 28, 2024

 

 

10,000

 

 

 

10,000

 

Convertible note payable interest at 18%, matures May 3, 2024

 

 

50,000

 

 

 

50,000

 

Convertible note payable interest at 18%, matures June 16, 2024

 

 

500,000

 

 

 

500,000

 

Convertible note payable $50,000 face value, interest at 18%, matures July 1, 2024, net of discount of $15,888 (December) and $23,549 (September)

 

 

34,112

 

 

 

26,451

 

Convertible note payable $50,000 face value, interest at 18%, matures July 1, 2024, net of discount of $16,971 (December) and $24,663 (September)

 

 

33,029

 

 

 

25,337

 

Convertible note payable interest at 18%, matures August 2, 2024

 

 

500,000

 

 

 

500,000

 

Convertible note payable interest at 18%, matures August 2, 2024

 

 

5,000

 

 

 

5,000

 

Convertible note payable interest at 18%, matures December 28, 2024

 

 

40,000

 

 

 

-

 

Convertible notes payable, net of discounts of $32,859 (December) and $48,212 (September)

 

$1,222,141

 

 

$1,166,788

 

 

 
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NOTE 8 - CAPITAL STOCK

 

Common Stock

 

The Company has authorized 500,000,000 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 December 31, 2023, and September 30, 2023, there were 434,718,920 and 426,831,170 common shares issued and outstanding respectively.

 

During the three months ended December 31, 2023, the following shares of common stock were 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.

 

 

 

·

1,887,750 shares issued 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 three months ended December 31, 2023.

 

During the three months ended December 31, 2022, the following shares of common stock were issued:

 

 

·

3,925,000 shares of common issued for services. The Company valued the shares at $407,275 based on the price of the common stock on the date the Company agreed to issue the shares.

 

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 December 31, 2023, and September 30, 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 December 31, 2023, and September 30, 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 December 31, 2023, and September 30, 2023, 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. As of December 31, 2023, and September 30, 2023, there were no shares of Series F Preferred Stock issued and outstanding.

 

Stock Options

 

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 three months ended December 31, 2023, no options vested.

 

On March 3, 2023, pursuant 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 valued the option at $449,651 and will amortize the value over the one-year term of the agreement. For the three months ended December 31, 2023, no options vested.

 

The following table summarizes activities related to stock options of the Company for the year ended September 30, 2023, and there was no activity for three months ended December 31, 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 December 31, 2023

 

 

20,000,000

 

 

$0.02

 

 

 

1.50

 

Exercisable at December 31, 2023

 

 

5,000,000

 

 

$0.02

 

 

 

-

 

 

As of December 31, 2023, and 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.

 

 
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Warrants

 

On 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 three months ended December 31, 2023, the Company has included $52,038 in General and Administrative expenses- 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.

 

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 three months ended December 31, 2023, the Company recorded interest expense of $7,662.

 

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.

 

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 three months ended December 31, 2023, the Company recorded interest expenses of $7,692.

 

On 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 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 three months ended December 31, 2023, the Company has included $156,139 in general and administrative expenses.

 

The following table summarizes activities related to warrants of the Company for the year ended September 30, 2023, and the three months ended December 31, 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

 

Outstanding and exercisable at December 31, 2023

 

 

8,000,000

 

 

$0.0225

 

 

 

1.00

 

 

 
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The following table summarizes activities related to warrants to purchase RM Stock from the Company for the year ended September 30, 2023, and the three months ended December 31, 2023.

 

 

 

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

 

Outstanding and exercisable December 31, 2023

 

 

900,000

 

 

$1.00

 

 

 

1.28

 

 

NOTE 9 - COMMITMENTS AND CONTINGENCIES

 

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.

 

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-month term (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.

 

On August 4, 2022 (the “Effective Date”), the Company entered a Consulting Agreement with a third party. Pursuant to the agreement in exchange for 1,300,000 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 shares are to be issued on a pro-rata basis, whereby the initial 325,000 shares were issued on August 8, 2022, and 325,000 shares were issued during the three months ended December 31, 2023.The Company recorded stock-based compensation expense of $50,150 for the three months ended December 31, 2022.

 

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.

 

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.

 

On December 5, 2022, the Company issued 1,200,000 shares of common stock for services rendered pursuant to a consulting agreement. The Company also agreed to pay a monthly fee of $5,000 per month.

 

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 of the Company, replacing the December 5, 2023, consulting agreement.  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 an option to purchase 250,000 shares of the Reticulate Micro common stock the Company owns (the “RM Option”). The RM option has an exercise price of $1.00 per share and an expiry date of July 1, 2025.

 

 
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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 two-year period 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 three months ended December 31, 2023, $112,413 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 three months ended December 31, 2023, $156,139 is included in stock-based compensation expense. On May 11, 2023, the Company issued an additional 5,000,000 shares to the Consultant. On December 6, 2023, the Company agreed to issue an additional 6,000,000 shares of common stock. The Company valued the 6,000,000 shares at $0.0282 per share and included stock-based compensation expense of $169,200 for the three months ended December 31, 2023.

 

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 three months ended December 31, 2023, the Company has recorded stock-based compensation of $3,006 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 three months ended December 31, 2023, the Company included $20,175 in General and Administrative expenses and in accounts payable and accrued expenses.

 

NOTE 10 - LICENSE AGREEMENT

 

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).

 

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 December 31, 2023, and September 30, 2023, RM has 2,000,000 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 December 31, 2023, and September 30, 2023, RM had 9,159,714 and 8,257,714 Class A common stock shares issued and outstanding, respectively. Accordingly, as of December 31, 2023, and September 30, 2023, the Company’s 5,100,000 shares of Class A Common Stock represent approximately 2.44% and 2.49%, 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.

 

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.

 

 
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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 December 31, 2023, and 2022.

 

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:

 

 

 

December 31,

2023

 

 

December 31,

2022

 

Pre-tax loss

 

$(1,059,128 )

 

$(1,100,708 )

U.S. federal corporate income tax rate

 

 

21%

 

 

21%

Expected U.S. income tax credit

 

 

(222,417 )

 

 

(231,149 )

Permanent differences

 

 

125,898

 

 

 

85,528

 

Change of valuation allowance

 

 

96,519

 

 

 

145,621

 

Effective tax expense

 

$

 

 

$

 

 

The Company had deferred tax assets as follows:

 

 

 

December 31,

2023

 

 

December 31,

2022

 

Net operating losses carried forward

 

$2,069,744

 

 

$1,638,878

 

Less: Valuation allowance

 

 

(2,069,744 )

 

 

(1,638,878 )

Net deferred tax assets

 

$

 

 

$

 

 

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 meet the more-likely-than-not threshold for realizability. Accordingly, a full valuation allowance has been recorded against the Company’s deferred tax assets as of December 31, 2023, and September 30, 2023.

 

As of December 31, 2023, and September 30, 2023, the Company has approximately $9,855,000 and $9,396,000, respectively, net operating loss carryforwards available to reduce future taxable income. As of December 31, 2023, and September 30, 2023, 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 three months ended December 31, 2023, and 2022, and no provision for interest and penalties is deemed necessary as of December 31, 2023, and September 30, 2023.

  

NOTE 12 - DEFERRED REVENUE

 

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 three months ended December 31, 2023, and 2022, the Company recognized $2,411 and $5,706, respectively, of revenue from these agreements. As of December 31, 2023, all deferred revenue has been recognized.

  

 
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NOTE 13 - SUBSEQUENT EVENTS

 

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.

 

On January 12, 2024, (the “Issuance Date”) the Company issued a convertible promissory note, in the principal amount of $250,000, to an investor. The note bears an interest rate of 18% per annum and matures on January 12, 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 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. The Company received proceeds of $42,500 on January 10, 2024, $200,000 on January 12, 2024, and $7,500 on January 23, 2024.

 

On January 18, 2024, the Company issued 2,227,661 shares of common stock in satisfaction of $54,584 of accrued interest.

 

On January 29, 2024, the Company entered into a one-year Corporate Advisory Consulting Agreement with a third party to provide media, public relations, and investor relation services, in exchange for 3,000,000 shares of common stock.

 

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.

 

 
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Item 2. 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 condensed consolidated financial statements, as well as information relating to the plans of our current management. This report includes forward-looking statements. Generally, the words “believes,” “anticipates,” “may,” “will,” “should,” “expect,” “intend,” “estimate,” “continue,” and similar expressions or the negative thereof or comparable terminology are intended to identify forward-looking statements. Such statements are subject to certain risks and uncertainties, including the matters set forth in this report or other reports or documents we file with the Securities and Exchange Commission from time to time, which could cause actual results or outcomes to differ materially from those projected. Undue reliance should not be placed on these forward-looking statements which speak only as of the date hereof. We undertake no obligation to update these forward-looking statements.

 

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

 

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

 

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

 

THE COMPANY

 

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

 

Results of Operations for the three months ended December 31, 2023, and 2022:

 

Revenues of $2,411 and $5,706 for the three months ended December 31, 2023, and 2022, respectively, were from deferred revenue on subscription agreements being recognized.

 

Revenues consist of our proprietary software, integration consulting services, tech support and product maintenance billed to the customer. Revenues decreased for the three months ended December 31, 2023, compared to the three months ended December 31, 2022, due to the lower deferred revenue recognized on subscription agreements entered into and being recognized in the current quarter.

 

 
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Table of Contents

 

Operating expenses decreased by $115,991 for the three months ended December 31, 2023, compared to the three months ended December 31, 2022, as shown in the table below:

 

 

 

December 31,

 

Description

 

2023

 

 

2022

 

Stock based expenses

 

$599,516

 

 

$551,668

 

Professional fees

 

 

45,001

 

 

 

53,146

 

Consulting expenses (excluding stock expenses)

 

 

167,000

 

 

 

199,787

 

Related party expenses (excluding stock expenses)

 

 

90,000

 

 

 

177,868

 

Depreciation expense

 

 

10,575

 

 

 

11,904

 

Equipment and demo expenses

 

 

286

 

 

 

25,369

 

General and Administrative officers

 

 

2,618

 

 

 

1,606

 

Auto, Travel and Meals and Entertainment

 

 

7,246

 

 

 

25,530

 

Rent expense

 

 

6,810

 

 

 

6,116

 

Investor relations expense

 

 

31,921

 

 

 

31,162

 

Other operating expenses

 

 

29,479

 

 

 

22,287

 

Total Operating expenses

 

$990,452

 

 

$1,106,443

 

 

Stock-based expenses increased in the current period compared to the prior period. For the three months ended December 31, 2023, stock-based expenses includes shares issued to consultants of $169,200, as well as the amortization of options, warrants and shares all previously issued of $430,316 for the three months ended December 31, 2023. For the three months ended December 31, 2022,  stock-based expense includes $407,275 for the issuance of 3,925,000 shares to consultants. The expense is based on the price of the common stock on the dates the Company agreed to issue the shares.  The Company also recorded $144,393 of expense related to commitments the Company incurred during the three months ended December 31, 2022.

 

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

 

Consulting expenses decreased during the three months ended December 31, 2023, compared to the three months ended December 31, 2022, substantially as a result of fewer consultants.

 

Related party expenses decreased for the three months ended December 31, 2023, compared to the three months ended December 31, 2022, as follows:

 

 

 

Three months ended

December 31,

 

 

 

2023

 

 

2022

 

Management fees, Chief Executive Officer (CEO)

 

$45,000

 

 

$60,000

 

Management fee; President and Chief Operating Officer (COO)

 

 

45,000

 

 

 

-

 

Chief Technology Officer (CTO), through March 31, 2023

 

 

-

 

 

 

60,000

 

Chief Administration Officer (CAO), through January 31, 2023

 

 

-

 

 

 

45,000

 

Office rent and expenses

 

 

-

 

 

 

12,868

 

Total

 

$90,000

 

 

$177,868

 

 

On January 1, 2022, the Company increased the monthly fee from $15,000 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 office rent and expenses.

 

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 (COO) of the Company. Pursuant to the agreement, the Company agreed to a monthly fee of $10,000. The monthly fee was increased to $15,000 per month effective September 1, 2023.

  

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

 

For the three months ended December 31, 2023, equipment and demo expenses decreased. For the three months ended December 31, 2022, the Company sent existing inventory out for demo purposes.

 

 
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Table of Contents

 

Other expense, net, for the three months ended December 31, 2023, was $71,087, compared to other income, net of $29, for the three months ended December 31, 2022.

 

 

 

Three months ended

December 31,

 

 

 

2023

 

 

2022

 

Interest expense

 

$71,287

 

 

$26

 

Interest income

 

 

(200 )

 

 

(55 )

Total other expense

 

$71,087

 

 

$(29 )

 

The increase in interest expense for the three months ended December 31, 2023, is primarily a result of the interest on convertible notes, as well as the amortization of note discounts.

 

The following tables set forth key components of our balance sheet as of December 31, 2023, and September 30, 2023.

 

 

 

December 31,

2023

 

 

September 30,

2023

 

 

 

 

 

 

 

 

Current Assets

 

$1,030,026

 

 

$1,661,800

 

 

 

 

 

 

 

 

 

 

Long term assets

 

$523,425

 

 

$639,334

 

 

 

 

 

 

 

 

 

 

Total Assets

 

$1,553,451

 

 

$2,301,134

 

 

 

 

 

 

 

 

 

 

Current Liabilities

 

$2,652,957

 

 

$2,561,493

 

 

 

 

 

 

 

 

 

 

Total Liabilities

 

$2,652,957

 

 

$2,561,307

 

 

 

 

 

 

 

 

 

 

Stockholders’ Deficit

 

$(1,099,506 )

 

$(260,359 )

 

 

 

 

 

 

 

 

 

Total Liabilities and Stockholders’ Deficit

 

$1,553,451

 

 

$2,301,134

 

 

Liquidity and Capital Resources

 

As of December 31, 2023, we had limited operating capital. Our current capital and our other existing resources will not be sufficient to provide the working capital needed for our current business.  Additional capital will be required to meet our obligations, and to further expand our business. We may be unable to obtain the additional capital required. Our inability to generate capital or raise additional funds when required will have a negative impact on our business development and financial results. These conditions raise substantial doubt about our ability to continue as a going concern as well as our recurring losses from operations and the need to raise additional capital to fund operations. This “going concern” could impair our ability to finance our operations through the sale of debt or equity securities.

 

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As of December 31, 2023, the Company had an accumulated deficit of $33,662,608 and has also generated losses since inception. These factors, among others, raise substantial doubt about the ability of the Company to continue as a going concern.

  

As of December 31, 2023, we had cash of $390,262 compared to $674,824 at September 30, 2023. As of December 31, 2023, we had current assets of $1,030,026 and current liabilities of $2,652,957, which resulted in working capital deficiency of $1,622,931. The current liabilities are comprised of accounts payable and accrued expenses, related party payables, convertible note payable, notes payable, and dividends payable.

  

Operating Activities

 

For the three months ended December 31, 2023, net cash used in operating activities was $324,562 compared to $611,781 for the three months ended December 31, 2022. For the three months ended December 31, 2023, our net cash used in operating activities was primarily attributable to the net loss of $1,059,128, adjusted by stock-based compensation of $599,516, amortization and depreciation of $25,929 and loss on extinguishment of debt of $3,955. Net changes of $105,166 in operating assets and liabilities decreased the cash used in operating activities.

 

 
24

Table of Contents

 

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

 

Investing Activities

 

For the three months ended December 31, 2023, and 2022, there was no cash provided by investing activities.

 

Financing Activities

 

For the three months ended December 31, 2023, the Company received $40,000 in exchange for the issuance of a convertible promissory note. For the three months ended December 31, 2022, there were no financing activities.

 

Critical Accounting Policies

 

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

 

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.

 

 
25

Table of Contents

 

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. 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.

 

 
26

Table of Contents

 

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.

 

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

 

Not Applicable.

 

Item 4. Controls and Procedures.

 

Disclosure Controls and Procedures

 

We maintain disclosure controls and procedures, as defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934 (the “Exchange Act”), that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

 

We carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures as of December 31, 2023. Based on the evaluation of these disclosure controls and procedures, and in light of the material weaknesses found in our internal controls over financial reporting, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective for the reasons discussed below.

 

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. In its assessment of the effectiveness of internal control over financial reporting as of December 31, 2023, the Company determined that there were control deficiencies that constituted material weaknesses, as described below.

 

 

1.

We do not have an Audit Committee – While not being legally obligated to have an audit committee, it is the management’s view that such a committee, including a financial expert member, is an utmost important entity level control over the Company’s financial statement. Currently the Board of Directors acts in the capacity of the Audit Committee, and does not include a member that is considered to be independent of management to provide the necessary oversight over management’s activities.

 

 

 

 

2.

We did not maintain appropriate cash controls – As of December 31, 2023, the Company has not maintained sufficient internal controls over financial reporting for cash, including failure to segregate cash handling and accounting functions, and did not require dual signatures on the Company’s bank accounts.

 

Accordingly, the Company concluded that these control deficiencies resulted in a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis by the company’s internal controls.

 

Our management, including our Chief Executive Officer and our Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company have been detected.

 

Changes in Internal Controls over Financial Reporting

 

There has been no change in our internal control over financial reporting occurred during the three months ended December 31, 2023, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

 
27

Table of Contents

 

PART II. OTHER INFORMATION

 

Item 1. LEGAL PROCEEDINGS

 

None.

 

Item 1A. RISK FACTORS

 

Not applicable for smaller reporting companies.

 

Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

The following represents all shares issued during the quarter ended December 31, 2023:

 

On November 30, 2023, the Company issued 6,600 shares of restricted common stock in settlement of $165 of accrued interest.

 

On November 30, 2023, the Company issued 30,000 shares of restricted common stock in settlement of $750 of accrued interest.

 

On November 30, 2023, the Company issued 51,000 shares of restricted common stock in settlement of $1,275 of accrued interest.

 

On November 30, 2023, the Company issued 1,685,900 shares of restricted common stock in settlement of $42,148 of accrued interest.

 

On November 30, 2023, the Company issued 18,500 shares of restricted common stock in settlement of $550 of accrued interest.

 

On November 30, 2023, the Company issued 22,000 shares of restricted common stock in settlement of $462 of accrued interest.

 

On November 30, 2023, the Company issued 73,750 shares of restricted common stock in settlement of $1,475 of accrued interest.

 

On December 14, 2023, the Company issued 6,000,000 shares of restricted common stock to an existing Company shareholder, in exchange for consulting services provided to the Company. The shares were valued at $0.0282 per share, the market price, on the date the Company agreed to issue the shares.

 

The Company issued the foregoing securities in reliance on an exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and/or Rule 506(b) promulgated thereunder, as there was no general solicitation to the investors and the transactions did not involve a public offering.

 

Item 3. DEFAULTS UPON SENIOR SECURITIES

 

None.

 

Item 4. MINE SAFETY DISCLOSURE

 

Not applicable.

 

Item 5. OTHER INFORMATION

 

 

(a)

None.

 

(b)

During the quarter ended December 31, 2023, there have not been any material changes to the procedures by which security holders may recommend nominees to the Board of Directors.

 

 
28

Table of Contents

 

Item 6. EXHIBITS

 

The following documents are filed as part of this report:

 

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 *

3.6

 

Certificate of Designation of Series F 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).

 

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

** Incorporated by reference to exhibit 4.1 to the Current Report on Form 8-K filed by the Company on November 26, 2021.

*** Filed herewith

 

 
29

Table of Contents

 

SIGNATURES

 

Pursuant to the requirements 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.

 

Dated: February 16, 2024

 

/s/ Gary Campbell

 

Gary Campbell

 

Chief Executive Officer

 

(principal executive officer)

 

(principal financial and accounting officer)

 

 

 
30

 

nullnullnullv3.24.0.1
Cover - shares
3 Months Ended
Dec. 31, 2023
Feb. 14, 2024
Cover [Abstract]    
Entity Registrant Name CYTTA CORP.  
Entity Central Index Key 0001383088  
Document Type 10-Q  
Amendment Flag false  
Current Fiscal Year End Date --09-30  
Entity Small Business true  
Entity Shell Company false  
Entity Emerging Growth Company false  
Entity Current Reporting Status No  
Document Period End Date Dec. 31, 2023  
Entity Filer Category Non-accelerated Filer  
Document Fiscal Period Focus Q1  
Document Fiscal Year Focus 2024  
Entity Common Stock Shares Outstanding   441,946,581
Entity File Number 333-257458  
Entity Incorporation State Country Code NV  
Entity Tax Identification Number 98-0505761  
Entity Address Address Line 1 5450 W Sahara Ave Suite 300A  
Entity Address City Or Town Las Vegas  
Entity Address State Or Province NV  
Entity Address Postal Zip Code 89146  
City Area Code 702  
Local Phone Number 900-7022  
Security 12g Title Common Stock, $0.001 par value  
Document Quarterly Report true  
Document Transition Report false  
Entity Interactive Data Current Yes  
v3.24.0.1
BALANCE SHEETS - USD ($)
Dec. 31, 2023
Sep. 30, 2023
Current Assets    
Cash $ 390,262 $ 674,824
Prepaid expenses 639,764 986,976
Total Current Assets 1,030,026 1,661,800
Prepaid expenses, non-current 456,443 561,776
Property and equipment, net 66,982 77,558
TOTAL ASSETS 1,553,451 2,301,134
Current Liabilities    
Accounts payable and accrued expenses 553,942 546,335
Related party liabilities 803,447 772,532
Dividend payable 33,427 33,427
Deferred revenue 0 2,411
Note payable 40,000 40,000
Convertible notes payable, net of discount 1,222,141 1,166,788
Total Current Liabilities 2,652,957 2,561,493
COMMITMENTS AND CONTINGENCIES 0 0
Preferred stock par value $0.001; (100,000,000 shares authorized)    
Common stock par value $.001; (500,000,000 shares authorized and 434,718,920 (December 31, 2023) and 426,831,170 (September 30 ,2023) shares issued and outstanding) 434,720 426,832
Additional paid in capital 32,127,732 31,915,639
Accumulated Deficit (33,662,608) (32,603,480)
Total Stockholders' Equity (Deficit) (1,099,506) (260,359)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) 1,553,451 2,301,134
Series C Preferred Stock [Member]    
Preferred stock par value $0.001; (100,000,000 shares authorized)    
Preferred Stock value 600 600
Series D Preferred Stock [Member]    
Preferred stock par value $0.001; (100,000,000 shares authorized)    
Preferred Stock value 50 50
Series E Preferred Stock [Member]    
Preferred stock par value $0.001; (100,000,000 shares authorized)    
Preferred Stock value 0 0
Series F Preferred Stock [Member]    
Preferred stock par value $0.001; (100,000,000 shares authorized)    
Preferred Stock value $ 0 $ 0
v3.24.0.1
BALANCE SHEETS (Parenthetical) - $ / shares
Dec. 31, 2023
Sep. 30, 2023
Preferred stock share, par value $ 0.001 $ 0.001
Preferred stock share, authorized 100,000,000 100,000,000
Common stock share, par value $ 0.001 $ 0.001
Common stock share, authorized 500,000,000 500,000,000
Common stock share, issued 434,718,920 426,831,170
Common stock share, outstanding 434,718,920 426,831,170
Series C Preferred Stock [Member]    
Preferred stock share, par value $ 0.001 $ 0.001
Preferred stock share, authorized 12,000,000 12,000,000
Preferred stock share, issued 600,000 600,000
Preferred stock share, outstanding 600,000 600,000
Series D Preferred Stock [Member]    
Preferred stock share, par value $ 0.001 $ 0.001
Preferred stock share, authorized 10,000,000 10,000,000
Preferred stock share, issued 50,000 50,000
Preferred stock share, outstanding 50,000 50,000
Series E Preferred Stock [Member]    
Preferred stock share, par value $ 0.001 $ 0.001
Preferred stock share, authorized 13,650,000 13,650,000
Preferred stock share, issued 0 0
Preferred stock share, outstanding 0 0
Series F Preferred Stock [Member]    
Preferred stock share, par value $ 0.001 $ 0.001
Preferred stock share, authorized 10,000,000 10,000,000
Preferred stock share, issued 0 0
Preferred stock share, outstanding 0 0
v3.24.0.1
STATEMENT OF OPERATIONS (Unaudited) - USD ($)
3 Months Ended
Dec. 31, 2023
Dec. 31, 2022
STATEMENT OF OPERATIONS (Unaudited)    
Revenues $ 2,411 $ 5,706
Operating Expenses:    
General and administration- related party expenses 213,208 177,868
General and administrative- other 777,244 928,575
Total operating expenses 990,452 1,106,443
Loss from Operations (988,041) (1,100,737)
Other expenses (income)    
Interest expense 71,287 26
Interest income (200) (55)
Total Other Expenses (Income) 71,087 (29)
Loss before income taxes (1,059,128) (1,100,708)
Provision for income taxes 0 0
Net loss $ (1,059,128) $ (1,100,708)
Loss per share, basic and diluted $ (0.00) $ (0.00)
Weighted average shares outstanding Basic and diluted 428,575,956 380,882,100
v3.24.0.1
Statement of Changes in Stockholders' Equity (Unaudited) - USD ($)
Total
Series C Preferred Stock Member
Series D Preferred Stock Member
Series E Preferred Stock Member
Series F Preferred Stock Member
Common Stock
Additional Paid-In Capital
Accumulated Deficit
Balance, shares at Sep. 30, 2022   600,000 50,000     379,760,670    
Balance, amount at Sep. 30, 2022 $ 461,792 $ 600 $ 50 $ 0 $ 0 $ 379,761 $ 27,956,388 $ (27,875,007)
Common stock issued for services, shares           3,925,000    
Common stock issued for services, amount 407,275 0 0 0 0 $ 3,925 403,350 0
Net loss (1,100,708) $ 0 $ 0 $ 0 $ 0 $ 0 0 (1,100,708)
Balance, shares at Dec. 31, 2022   600,000 50,000 0 0 383,685,670    
Balance, amount at Dec. 31, 2022 (231,641) $ 600 $ 50 $ 0 $ 0 $ 383,686 28,359,738 (28,975,715)
Balance, shares at Sep. 30, 2023   600,000 50,000     426,831,170    
Balance, amount at Sep. 30, 2023 (260,359) $ 600 $ 50 0 0 $ 426,832 31,915,639 (32,603,480)
Common stock issued for services, shares           6,000,000    
Common stock issued for services, amount 169,200 0 0 0 0 $ 6,000 163,200 0
Net loss (1,059,128) 0 0 0 0 $ 0 0 (1,059,128)
Common stock issued for accounts payable and accrued liabilities, shares           1,887,750    
Common stock issued for accounts payable and accrued liabilities, amount 50,781 $ 0 $ 0 0 0 $ 1,888 48,893 0
Balance, shares at Dec. 31, 2023   600,000 50,000     434,718,920    
Balance, amount at Dec. 31, 2023 $ (1,099,506) $ 600 $ 50 $ 0 $ 0 $ 434,720 $ 32,127,732 $ (33,662,608)
v3.24.0.1
Statements of Cash Flows (Unaudited) - USD ($)
3 Months Ended
Dec. 31, 2023
Dec. 31, 2022
CASH FLOWS FROM OPERATING ACTIVITIES    
Net loss $ (1,059,128) $ (1,100,708)
Adjustments to reconcile net loss to net cash used in operating activities:    
Stock-based compensation expenses for services 599,516 407,275
Amortization of note discounts 15,353 0
Loss on debt extinguishment 3,955 0
Depreciation expense 10,576 11,904
Changes in Operating Assets and Liabilities:    
Accounts Receivable 0 (4,995)
Prepaid expenses 63,285 5,969
Accounts payable and accrued liabilities 31,252 101,376
Accounts payable-related party 13,040 (59,365)
Deferred revenue (2,411) 26,763
Net cash used in operating activities (324,562) (611,781)
CASH FLOWS FROM FINANCING ACTIVITIES    
Proceeds from issuance of short-term convertible notes payable 40,000 0
Net cash provided by financing activities 40,000 0
NET CHANGE IN CASH (284,562) (611,781)
CASH AT BEGINNING OF PERIOD 674,824 755,122
CASH AT END OF PERIOD 390,262 143,341
SUPPLEMENTAL CASH FLOW DISCLOSURES    
Cash paid for interest 0 0
Cash paid for income taxes 0 0
NON-CASH INVESTING AND FINANCING ACTIVITIES    
Common stock issued for services 169,200 407,275
Common stock issued for accounts payable and accrued liabilities $ 50,781 $ 0
v3.24.0.1
ORGANIZATION AND DESCRIPTION OF BUSINESS
3 Months Ended
Dec. 31, 2023
ORGANIZATION AND DESCRIPTION OF BUSINESS  
ORGANIZATION AND DESCRIPTION OF BUSINESS

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.

v3.24.0.1
GOING CONCERN
3 Months Ended
Dec. 31, 2023
GOING CONCERN  
GOING CONCERN

NOTE 2 - GOING CONCERN

 

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As of December 31, 2023, the Company had an accumulated deficit of $33,662,608 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.

 

The Company's proprietary CyttaCOMMS incident management system offers real-time integration of video and audio streams, enabling improved collaboration and providing ongoing, relevant, actionable intelligence. Their 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.

 

We also offer a combination of technical and consulting services, proprietary software products, hardware products utilizing our software and system integration team to meet the needs of customers. Cytta places extreme value on satisfying our customers’ needs with innovative, well-engineered, high-quality products and service solutions.

 

Cytta’s proprietary SUPR Intelligence, Surveillance and Reconnaissance (ISR) technology designated CyttaCOMP, is now licensed to Reticulate Micro, Inc., CyttaCOMP, is at the core of our products and is the most potent software codec commercially available. CyttaCOMP is explicitly designed for realtime streaming of HD, 4K, and higher resolution video while requiring only limited bandwidth and minimal computational resources.

 

Cytta’s 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 IGAN ICS 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 IGAN 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 CARES (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, 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.

 

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.

v3.24.0.1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
3 Months Ended
Dec. 31, 2023
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial statements and with the instructions to Form 10-Q and Article 8 of Regulation S-X of the United States Securities and Exchange Commission (“SEC”). Accordingly, they do not contain all information and footnotes required by accounting principles generally accepted in the United States of America for annual financial statements. In the opinion of the Company’s management, the accompanying unaudited condensed financial statements contain all the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the Company as of December 31, 2023, and the results of operations and cash flows for the periods presented. The results of operations for the three months ended December 31, 2023, are not necessarily indicative of the operating results for the full fiscal year or any future period.

 

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 December 31, 2023, and September 30, 2023.

 

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 three months ended December 31, 2023, and 2022 is summarized as:

 

 

 

December 31,

 

 

 

2023

 

 

2022

 

Balance beginning of period

 

$1,548,752

 

 

$32,897

 

Amortization of stock-based compensation

 

 

(389,260 )

 

 

-

 

Other prepaid expense activity

 

 

(63,285 )

 

 

(5,970 )

Sub-total

 

 

1,096,207

 

 

 

26,927

 

Less non-current portion

 

 

456,443

 

 

 

-

 

Prepaid expenses, current portion

 

$639,764

 

 

$26,927

 

 

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.

 

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.

 

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.

 

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. 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” (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.

 

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.

 

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 quarter ended December 31, 2023, that are of significance or potential significance to the Company.

v3.24.0.1
PROPERTY AND EQUIPMENT
3 Months Ended
Dec. 31, 2023
PROPERTY AND EQUIPMENT  
PROPERTY AND EQUIPMENT

NOTE 4 - PROPERTY AND EQUIPMENT

 

The following table represents the Company’s property and equipment as of December 31, 2023, and September 30, 2023:

 

 

 

December 31,

2023

 

 

September 30,

2023

 

Property and equipment

 

$230,900

 

 

$230,900

 

Accumulated depreciation

 

 

(163,918 )

 

 

(153,342 )

Property and equipment, net

 

$66,982

 

 

$77,558

 

 

Depreciation expense was $10,576 and $11,904 for the three months ended December 31, 2023, and 2022, respectively.

v3.24.0.1
RELATED PARTY TRANSACTIONS
3 Months Ended
Dec. 31, 2023
RELATED PARTY TRANSACTIONS  
RELATED PARTY TRANSACTIONS

NOTE 5 - RELATED PARTY TRANSACTIONS

 

Related Party agreements and fees

 

For the three months ended December 31, 2023, and 2022, the Company recorded expenses to related parties in the following amounts:

 

 

 

Three months ended

December 31,

 

 

 

2023

 

 

2022

 

Management fees, Chief Executive Officer (CEO)

 

$45,000

 

 

$60,000

 

Chief Technology Officer (CTO) through April 30, 2023

 

 

-

 

 

 

60,000

 

Chief Administration Officer (CAO) through January 31, 2023

 

 

-

 

 

 

45,000

 

President and Chief Operating Officer (COO)

 

 

45,000

 

 

 

-

 

Stock-based compensation expense, officers

 

 

123,208

 

 

 

-

 

Office rent and expenses

 

 

-

 

 

 

12,868

 

Total

 

$213,208

 

 

$177,868

 

 

On January 1, 2022, the Company increased the monthly fee from $15,000 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 office rent and expenses.

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 three months ended December 31, 2023, the Company recorded an expense of $17,875 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, $53,295 is included in General and Administrative expenses-related party for the three months ended December 31, 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, $52,038 is included in General and Administrative expenses-related party for the three months ended December 31, 2023.

 

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. Included in office rent for the three months ended December 31, 2022, is $10,500.

 

Accounts payable, related parties

 

As of December 31, 2023, and September 30, 2023, the Company owes $803,447 and $772,532, respectively, to related parties as follows:

 

 

 

December 31,

2023

 

 

September 30,

2023

 

Management fees, Chief Executive Officer (CEO)

 

$123,040

 

 

$110,000

 

Bonus, CEO

 

 

70,000

 

 

 

70,000

 

Stock to be issued President and COO

 

 

580,407

 

 

 

562,532

 

Fees, bonus, and accounts payable, former CTO

 

 

30,000

 

 

 

30,000

 

Total

 

$803,447

 

 

$772,532

 

v3.24.0.1
NOTE PAYABLE
3 Months Ended
Dec. 31, 2023
NOTE PAYABLE  
NOTES PAYABLE

NOTE 6 - NOTE PAYABLE

 

On January 10, 2023, the Company entered into an 8%, $40,000 face value unsecured 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. Effective January 10, 2024, the lender amended and restated the note with a principal balance of $43,200, that matures on the six-month anniversary with an interest rate of 8%.  

v3.24.0.1
CONVERTIBLE NOTES PAYABLE
3 Months Ended
Dec. 31, 2023
CONVERTIBLE NOTES PAYABLE  
CONVERTIBLE NOTES PAYABLE

NOTE 7 - CONVERTIBLE NOTES PAYABLE

 

On February 10, 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 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. 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 $43,416, with the offset to additional paid in capital. For the three months ended December 31, 2023, amortization of the debt discounts of $7,662 was charged to interest expense. As of December 31, 2023, the outstanding principal balance of this note was $50,000 with a carrying value of $34,112, net of unamortized discounts of $15,888. 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 17, 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 17, 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 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 three months ended December 31, 2023, amortization of the debt discounts of $7,692 was charged to interest expense. As of December 31, 2023, the outstanding principal balance of this note was $50,000 with a carrying value of $33,029, net of unamortized discounts of $16,971. 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.

 

On August 2, 2023, (the “Issuance Date”) the Company issued a convertible promissory note, in the principal amount of $5,000, 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.

 

On December 28, 2023, (the “Issuance Date”) the Company issued a convertible promissory note, in the principal amount of $40,000, to an investor. The note bears an interest rate of 18% per annum and matures on December 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 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.

 

The Company has the following convertible notes payable outstanding as of December 31, 2023, and September 30, 2023:

 

SCHEDULE OF NOTES PAYABLE

 

 

 

December 31,

2023

 

 

September  30,

2023

 

Convertible note payable, interest at 18%, matures February 17, 2024

 

$25,000

 

 

$25,000

 

Convertible note payable, interest at 18%, matures February 24, 2024

 

 

25,000

 

 

 

25,000

 

Convertible note payable interest at 18%, matures February 28, 2024

 

 

10,000

 

 

 

10,000

 

Convertible note payable interest at 18%, matures May 3, 2024

 

 

50,000

 

 

 

50,000

 

Convertible note payable interest at 18%, matures June 16, 2024

 

 

500,000

 

 

 

500,000

 

Convertible note payable $50,000 face value, interest at 18%, matures July 1, 2024, net of discount of $15,888 (December) and $23,549 (September)

 

 

34,112

 

 

 

26,451

 

Convertible note payable $50,000 face value, interest at 18%, matures July 1, 2024, net of discount of $16,971 (December) and $24,663 (September)

 

 

33,029

 

 

 

25,337

 

Convertible note payable interest at 18%, matures August 2, 2024

 

 

500,000

 

 

 

500,000

 

Convertible note payable interest at 18%, matures August 2, 2024

 

 

5,000

 

 

 

5,000

 

Convertible note payable interest at 18%, matures December 28, 2024

 

 

40,000

 

 

 

-

 

Convertible notes payable, net of discounts of $32,859 (December) and $48,212 (September)

 

$1,222,141

 

 

$1,166,788

 

v3.24.0.1
CAPITAL STOCK
3 Months Ended
Dec. 31, 2023
CAPITAL STOCK  
CAPITAL STOCK

NOTE 8 - CAPITAL STOCK

 

Common Stock

 

The Company has authorized 500,000,000 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 December 31, 2023, and September 30, 2023, there were 434,718,920 and 426,831,170 common shares issued and outstanding respectively.

 

During the three months ended December 31, 2023, the following shares of common stock were 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.

 

 

 

·

1,887,750 shares issued 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 three months ended December 31, 2023.

 

During the three months ended December 31, 2022, the following shares of common stock were issued:

 

 

·

3,925,000 shares of common issued for services. The Company valued the shares at $407,275 based on the price of the common stock on the date the Company agreed to issue the shares.

 

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 December 31, 2023, and September 30, 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 December 31, 2023, and September 30, 2023, there were 50,000 shares of Series D Preferred Stock issued and outstanding.

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 December 31, 2023, and September 30, 2023, 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. As of December 31, 2023, and September 30, 2023, there were no shares of Series F Preferred Stock issued and outstanding.

 

Stock Options

 

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 three months ended December 31, 2023, no options vested.

 

On March 3, 2023, pursuant 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 valued the option at $449,651 and will amortize the value over the one-year term of the agreement. For the three months ended December 31, 2023, no options vested.

 

The following table summarizes activities related to stock options of the Company for the year ended September 30, 2023, and there was no activity for three months ended December 31, 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 December 31, 2023

 

 

20,000,000

 

 

$0.02

 

 

 

1.50

 

Exercisable at December 31, 2023

 

 

5,000,000

 

 

$0.02

 

 

 

-

 

 

As of December 31, 2023, and 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.

Warrants

 

On 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 three months ended December 31, 2023, the Company has included $52,038 in General and Administrative expenses- 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.

 

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 three months ended December 31, 2023, the Company recorded interest expense of $7,662.

 

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.

 

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 three months ended December 31, 2023, the Company recorded interest expenses of $7,692.

 

On 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 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 three months ended December 31, 2023, the Company has included $156,139 in general and administrative expenses.

 

The following table summarizes activities related to warrants of the Company for the year ended September 30, 2023, and the three months ended December 31, 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

 

Outstanding and exercisable at December 31, 2023

 

 

8,000,000

 

 

$0.0225

 

 

 

1.00

 

The following table summarizes activities related to warrants to purchase RM Stock from the Company for the year ended September 30, 2023, and the three months ended December 31, 2023.

 

 

 

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

 

Outstanding and exercisable December 31, 2023

 

 

900,000

 

 

$1.00

 

 

 

1.28

 

v3.24.0.1
COMMITMENTS AND CONTINGENCIES
3 Months Ended
Dec. 31, 2023
COMMITMENTS AND CONTINGENCIES  
COMMITMENTS AND CONTINGENCIES

NOTE 9 - COMMITMENTS AND CONTINGENCIES

 

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.

 

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-month term (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.

 

On August 4, 2022 (the “Effective Date”), the Company entered a Consulting Agreement with a third party. Pursuant to the agreement in exchange for 1,300,000 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 shares are to be issued on a pro-rata basis, whereby the initial 325,000 shares were issued on August 8, 2022, and 325,000 shares were issued during the three months ended December 31, 2023.The Company recorded stock-based compensation expense of $50,150 for the three months ended December 31, 2022.

 

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.

 

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.

 

On December 5, 2022, the Company issued 1,200,000 shares of common stock for services rendered pursuant to a consulting agreement. The Company also agreed to pay a monthly fee of $5,000 per month.

 

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 of the Company, replacing the December 5, 2023, consulting agreement.  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 an option to purchase 250,000 shares of the Reticulate Micro common stock the Company owns (the “RM Option”). The RM option has an exercise price of $1.00 per share and an expiry date of July 1, 2025.

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 two-year period 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 three months ended December 31, 2023, $112,413 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 three months ended December 31, 2023, $156,139 is included in stock-based compensation expense. On May 11, 2023, the Company issued an additional 5,000,000 shares to the Consultant. On December 6, 2023, the Company agreed to issue an additional 6,000,000 shares of common stock. The Company valued the 6,000,000 shares at $0.0282 per share and included stock-based compensation expense of $169,200 for the three months ended December 31, 2023.

 

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 three months ended December 31, 2023, the Company has recorded stock-based compensation of $3,006 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 three months ended December 31, 2023, the Company included $20,175 in General and Administrative expenses and in accounts payable and accrued expenses.

v3.24.0.1
LICENSE AGREEMENT
3 Months Ended
Dec. 31, 2023
LICENSE AGREEMENT  
LICENSE AGREEMENT

NOTE 10 - LICENSE AGREEMENT

 

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).

 

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 December 31, 2023, and September 30, 2023, RM has 2,000,000 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 December 31, 2023, and September 30, 2023, RM had 9,159,714 and 8,257,714 Class A common stock shares issued and outstanding, respectively. Accordingly, as of December 31, 2023, and September 30, 2023, the Company’s 5,100,000 shares of Class A Common Stock represent approximately 2.44% and 2.49%, 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.

 

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.

v3.24.0.1
INCOME TAXES
3 Months Ended
Dec. 31, 2023
INCOME TAXES  
INCOME TAXES

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 December 31, 2023, and 2022.

 

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:

 

 

 

December 31,

2023

 

 

December 31,

2022

 

Pre-tax loss

 

$(1,059,128 )

 

$(1,100,708 )

U.S. federal corporate income tax rate

 

 

21%

 

 

21%

Expected U.S. income tax credit

 

 

(222,417 )

 

 

(231,149 )

Permanent differences

 

 

125,898

 

 

 

85,528

 

Change of valuation allowance

 

 

96,519

 

 

 

145,621

 

Effective tax expense

 

$

 

 

$

 

 

The Company had deferred tax assets as follows:

 

 

 

December 31,

2023

 

 

December 31,

2022

 

Net operating losses carried forward

 

$2,069,744

 

 

$1,638,878

 

Less: Valuation allowance

 

 

(2,069,744 )

 

 

(1,638,878 )

Net deferred tax assets

 

$

 

 

$

 

 

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 meet the more-likely-than-not threshold for realizability. Accordingly, a full valuation allowance has been recorded against the Company’s deferred tax assets as of December 31, 2023, and September 30, 2023.

 

As of December 31, 2023, and September 30, 2023, the Company has approximately $9,855,000 and $9,396,000, respectively, net operating loss carryforwards available to reduce future taxable income. As of December 31, 2023, and September 30, 2023, 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 three months ended December 31, 2023, and 2022, and no provision for interest and penalties is deemed necessary as of December 31, 2023, and September 30, 2023.

v3.24.0.1
DEFERRED REVENUE
3 Months Ended
Dec. 31, 2023
DEFERRED REVENUE  
DEFERRED REVENUE

NOTE 12 - DEFERRED REVENUE

 

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 three months ended December 31, 2023, and 2022, the Company recognized $2,411 and $5,706, respectively, of revenue from these agreements. As of December 31, 2023, all deferred revenue has been recognized.

v3.24.0.1
SUBSEQUENT EVENTS
3 Months Ended
Dec. 31, 2023
SUBSEQUENT EVENTS  
SUBSEQUENT EVENTS

NOTE 13 - SUBSEQUENT EVENTS

 

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.

 

On January 12, 2024, (the “Issuance Date”) the Company issued a convertible promissory note, in the principal amount of $250,000, to an investor. The note bears an interest rate of 18% per annum and matures on January 12, 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 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. The Company received proceeds of $42,500 on January 10, 2024, $200,000 on January 12, 2024, and $7,500 on January 23, 2024.

 

On January 18, 2024, the Company issued 2,227,661 shares of common stock in satisfaction of $54,584 of accrued interest.

 

On January 29, 2024, the Company entered into a one-year Corporate Advisory Consulting Agreement with a third party to provide media, public relations, and investor relation services, in exchange for 3,000,000 shares of common stock.

 

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.

v3.24.0.1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)
3 Months Ended
Dec. 31, 2023
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  
Basis of Presentation

The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial statements and with the instructions to Form 10-Q and Article 8 of Regulation S-X of the United States Securities and Exchange Commission (“SEC”). Accordingly, they do not contain all information and footnotes required by accounting principles generally accepted in the United States of America for annual financial statements. In the opinion of the Company’s management, the accompanying unaudited condensed financial statements contain all the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the Company as of December 31, 2023, and the results of operations and cash flows for the periods presented. The results of operations for the three months ended December 31, 2023, are not necessarily indicative of the operating results for the full fiscal year or any future period.

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 December 31, 2023, and September 30, 2023.

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 three months ended December 31, 2023, and 2022 is summarized as:

 

 

 

December 31,

 

 

 

2023

 

 

2022

 

Balance beginning of period

 

$1,548,752

 

 

$32,897

 

Amortization of stock-based compensation

 

 

(389,260 )

 

 

-

 

Other prepaid expense activity

 

 

(63,285 )

 

 

(5,970 )

Sub-total

 

 

1,096,207

 

 

 

26,927

 

Less non-current portion

 

 

456,443

 

 

 

-

 

Prepaid expenses, current portion

 

$639,764

 

 

$26,927

 

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.

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.

 

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.

 

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. 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” (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.

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.

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 quarter ended December 31, 2023, that are of significance or potential significance to the Company.

v3.24.0.1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)
3 Months Ended
Dec. 31, 2023
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  
Schedule of amortization of the value of the stock issued

 

 

December 31,

 

 

 

2023

 

 

2022

 

Balance beginning of period

 

$1,548,752

 

 

$32,897

 

Amortization of stock-based compensation

 

 

(389,260 )

 

 

-

 

Other prepaid expense activity

 

 

(63,285 )

 

 

(5,970 )

Sub-total

 

 

1,096,207

 

 

 

26,927

 

Less non-current portion

 

 

456,443

 

 

 

-

 

Prepaid expenses, current portion

 

$639,764

 

 

$26,927

 

v3.24.0.1
PROPERTY AND EQUIPMENT (Tables)
3 Months Ended
Dec. 31, 2023
PROPERTY AND EQUIPMENT  
Schedule of property and equipment

 

 

December 31,

2023

 

 

September 30,

2023

 

Property and equipment

 

$230,900

 

 

$230,900

 

Accumulated depreciation

 

 

(163,918 )

 

 

(153,342 )

Property and equipment, net

 

$66,982

 

 

$77,558

 

v3.24.0.1
RELATED PARTY TRANSACTIONS (Tables)
3 Months Ended
Dec. 31, 2023
RELATED PARTY TRANSACTIONS  
Schedule of recorded expenses to related parties

 

 

Three months ended

December 31,

 

 

 

2023

 

 

2022

 

Management fees, Chief Executive Officer (CEO)

 

$45,000

 

 

$60,000

 

Chief Technology Officer (CTO) through April 30, 2023

 

 

-

 

 

 

60,000

 

Chief Administration Officer (CAO) through January 31, 2023

 

 

-

 

 

 

45,000

 

President and Chief Operating Officer (COO)

 

 

45,000

 

 

 

-

 

Stock-based compensation expense, officers

 

 

123,208

 

 

 

-

 

Office rent and expenses

 

 

-

 

 

 

12,868

 

Total

 

$213,208

 

 

$177,868

 

Schedule of Accounts payable related parties

 

 

December 31,

2023

 

 

September 30,

2023

 

Management fees, Chief Executive Officer (CEO)

 

$123,040

 

 

$110,000

 

Bonus, CEO

 

 

70,000

 

 

 

70,000

 

Stock to be issued President and COO

 

 

580,407

 

 

 

562,532

 

Fees, bonus, and accounts payable, former CTO

 

 

30,000

 

 

 

30,000

 

Total

 

$803,447

 

 

$772,532

 

v3.24.0.1
CONVERTIBLE NOTES PAYABLE (Tables)
3 Months Ended
Dec. 31, 2023
CONVERTIBLE NOTES PAYABLE  
Schedule of notes payable

 

 

December 31,

2023

 

 

September  30,

2023

 

Convertible note payable, interest at 18%, matures February 17, 2024

 

$25,000

 

 

$25,000

 

Convertible note payable, interest at 18%, matures February 24, 2024

 

 

25,000

 

 

 

25,000

 

Convertible note payable interest at 18%, matures February 28, 2024

 

 

10,000

 

 

 

10,000

 

Convertible note payable interest at 18%, matures May 3, 2024

 

 

50,000

 

 

 

50,000

 

Convertible note payable interest at 18%, matures June 16, 2024

 

 

500,000

 

 

 

500,000

 

Convertible note payable $50,000 face value, interest at 18%, matures July 1, 2024, net of discount of $15,888 (December) and $23,549 (September)

 

 

34,112

 

 

 

26,451

 

Convertible note payable $50,000 face value, interest at 18%, matures July 1, 2024, net of discount of $16,971 (December) and $24,663 (September)

 

 

33,029

 

 

 

25,337

 

Convertible note payable interest at 18%, matures August 2, 2024

 

 

500,000

 

 

 

500,000

 

Convertible note payable interest at 18%, matures August 2, 2024

 

 

5,000

 

 

 

5,000

 

Convertible note payable interest at 18%, matures December 28, 2024

 

 

40,000

 

 

 

-

 

Convertible notes payable, net of discounts of $32,859 (December) and $48,212 (September)

 

$1,222,141

 

 

$1,166,788

 

v3.24.0.1
CAPITAL STOCK (Tables)
3 Months Ended
Dec. 31, 2023
CAPITAL STOCK  
Schedule of activities related to stock options

 

 

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 December 31, 2023

 

 

20,000,000

 

 

$0.02

 

 

 

1.50

 

Exercisable at December 31, 2023

 

 

5,000,000

 

 

$0.02

 

 

 

-

 

Schedule of activities related to warrants

 

 

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

 

Outstanding and exercisable at December 31, 2023

 

 

8,000,000

 

 

$0.0225

 

 

 

1.00

 

 

 

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

 

Outstanding and exercisable December 31, 2023

 

 

900,000

 

 

$1.00

 

 

 

1.28

 

v3.24.0.1
INCOME TAXES (Tables)
3 Months Ended
Dec. 31, 2023
INCOME TAXES  
Schedule of reconciliation of the income tax rate

 

 

December 31,

2023

 

 

December 31,

2022

 

Pre-tax loss

 

$(1,059,128 )

 

$(1,100,708 )

U.S. federal corporate income tax rate

 

 

21%

 

 

21%

Expected U.S. income tax credit

 

 

(222,417 )

 

 

(231,149 )

Permanent differences

 

 

125,898

 

 

 

85,528

 

Change of valuation allowance

 

 

96,519

 

 

 

145,621

 

Effective tax expense

 

$

 

 

$

 

Schedule of deferred tax assets

 

 

December 31,

2023

 

 

December 31,

2022

 

Net operating losses carried forward

 

$2,069,744

 

 

$1,638,878

 

Less: Valuation allowance

 

 

(2,069,744 )

 

 

(1,638,878 )

Net deferred tax assets

 

$

 

 

$

 

v3.24.0.1
GOING CONCERN (Details Narrative) - USD ($)
Dec. 31, 2023
Sep. 30, 2023
GOING CONCERN    
Accumulated deficit $ (33,662,608) $ (32,603,480)
v3.24.0.1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)
Dec. 31, 2023
Dec. 31, 2022
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES    
Prepaid expenses beginning balance $ 1,548,752 $ 32,897
Amortization of stock-based compensation (389,260) 0
Other prepaid expense activity (63,285) (5,970)
Prepaid expenses ending balance 1,096,207 26,927
Prepaid expenses non-current portion 456,443 0
Prepaid expenses current portion $ 639,764 $ 26,927
v3.24.0.1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative)
3 Months Ended
Dec. 31, 2023
Software Development [Member]  
Property Plant And Equipment Usefu Life 3 years
Vehicles And Equipment [Member]  
Property Plant And Equipment Usefu Life 5 years
v3.24.0.1
PROPERTY AND EQUIPMENT (Details) - USD ($)
Dec. 31, 2023
Sep. 30, 2023
PROPERTY AND EQUIPMENT    
Property and equipments $ 230,900 $ 230,900
Accumulated depreciation (163,918) (153,342)
Property and equipment, Net $ 66,982 $ 77,558
v3.24.0.1
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($)
3 Months Ended
Dec. 31, 2023
Dec. 31, 2022
PROPERTY AND EQUIPMENT    
Depreciation expenses $ 10,576 $ 11,904
v3.24.0.1
RELATED PARTY TRANSACTIONS (Details) - USD ($)
3 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Management fees, Chief Executive Officer (CEO) [Member]    
Related party $ 45,000 $ 60,000
Chief Technology Officer [Member]    
Related party 0 60,000
Chief Administration Officer [Member]    
Related party 0 45,000
Stock Based Compensation Expense Officers [Member]    
Related party 123,208 0
Office Rent and Expenses [Member]    
Related party 0 12,868
Total [Member]    
Related party 213,208 177,868
President And Chief Operating Officer (COO) [Member]    
Related party $ 45,000 $ 0
v3.24.0.1
RELATED PARTY TRANSACTIONS (Details 1) - USD ($)
Dec. 31, 2023
Sep. 30, 2023
Accounts payable related parties $ 803,447 $ 772,532
Bonus And Accounts Payable CTO [Member]    
Accounts payable related parties 30,000 30,000
Management fees, Chief Executive Officer (CEO) [Member]    
Accounts payable related parties 123,040 110,000
Stock to be issued President and COO [Member]    
Accounts payable related parties 580,407 562,532
Series F Preferred Stock [Member]    
Accounts payable related parties $ 70,000 $ 70,000
v3.24.0.1
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)
1 Months Ended 3 Months Ended
Mar. 03, 2023
Feb. 10, 2023
Jan. 02, 2023
Jan. 02, 2022
Oct. 26, 2021
Dec. 31, 2023
Dec. 31, 2022
Sep. 30, 2023
Oct. 25, 2020
Warrant exercise price   $ 1.00              
Stock-based compensation $ 169,200                
General and Administrative expenses-related party           $ 777,244 $ 928,575    
Annual lease payment                 $ 50,000
Accounts payable related parties           803,447   $ 772,532  
Warrant Member                  
Stock-based compensation           53,295      
Consulting Executive Officer Agreement [Member]                  
Monthly fee           $ 10,000      
Issuance of common stock shares per month           250,000      
Purchase of common stock shares           10,000,000      
Common stock price per share           $ 0.02      
Expiry date           Jul. 01, 2025      
Warrant to purchase of common stock           250,000      
Warrant exercise price           $ 1.00      
Black Scholes Option [Member]                  
Amortizatization expences           $ 639,543      
Stock-based compensation           17,875      
Black Scholes Option 1 [Member]                  
Amortizatization expences           624,458      
General and Administrative expenses-related party           52,038      
Chief Administrative Officer [Member]                  
Monthly fee           20,000      
Accounts Payable CTO [Member]                  
Rent per month         $ 3,500 $ 10,500      
Accounts Payable CTO [Member] | Maximum [Member]                  
Monthly fee     $ 15,000 $ 18,000          
Accounts Payable CEO [Member] | Minimum [Member]                  
Monthly fee     $ 15,000 $ 15,000          
v3.24.0.1
NOTE PAYABLE (Details Narrative) - USD ($)
Jan. 10, 2023
Jan. 10, 2024
Percentage of face value 8.00%  
Proceeds from debt or equity, amount $ 1,000,000  
Face value of promissory note $ 40,000  
Maturity date Jan. 10, 2024  
Subsequent Event [Member]    
Debt principal balance   $ 43,200
Debt principal balance interest rate percentage   8.00%
v3.24.0.1
CONVERTIBLE NOTES PAYABLE (Details) - USD ($)
3 Months Ended
Dec. 31, 2023
Sep. 30, 2023
Convertible promissory note $ 1,222,141 $ 1,166,788
February 17 2024 [Member]    
Convertible promissory note $ 25,000 25,000
Interest rate 18.00%  
February 24 2024 [Member]    
Convertible promissory note $ 25,000 25,000
Interest rate 18.00%  
February 28 2024 [Member]    
Convertible promissory note $ 10,000 10,000
Interest rate 18.00%  
May 3 2024 [Member]    
Convertible promissory note $ 50,000 50,000
Interest rate 18.00%  
June 16, 2024 [Member]    
Convertible promissory note $ 500,000 500,000
Interest rate 18.00%  
July 1, 2024 [Member]    
Convertible promissory note $ 34,112 26,451
Interest rate 18.00%  
July 1, 2024 One [Member]    
Convertible promissory note $ 33,029 25,337
Interest rate 18.00%  
August 2, 2024 [Member]    
Convertible promissory note $ 500,000 500,000
Interest rate 18.00%  
August 2, 2024 One [Member]    
Convertible promissory note $ 5,000 5,000
Interest rate 18.00%  
December 28, 2024 [Member]    
Convertible promissory note $ 40,000 $ 0
Interest rate 18.00%  
v3.24.0.1
CONVERTIBLE NOTES PAYABLE (Details Narrative) - USD ($)
1 Months Ended 3 Months Ended
Aug. 02, 2023
May 03, 2023
Mar. 03, 2023
Feb. 10, 2023
Jan. 10, 2023
Jun. 16, 2023
Dec. 31, 2023
Dec. 31, 2022
Sep. 30, 2023
Mar. 23, 2023
Convertible promissory note             $ 1,222,141   $ 1,166,788  
Class of Warrant or Right, Exercise Price of Warrants or Rights                   $ 0.025
Warrant to purchase       2,000,000            
Warrant exercise price       $ 1.00            
Interest expense             71,287 $ 26    
Maturity date         Jan. 10, 2024          
Stock price       $ 1.00            
February 10 2023 [Member]                    
Convertible promissory note             50,000      
Convertible notes payable, net of discount             $ 50,000      
Class of Warrant or Right, Exercise Price of Warrants or Rights             $ 0.025      
Warrant to purchase             100,000      
Interest rate             18.00%      
Expiry date             Jul. 01, 2025      
Debt discount             $ 43,416      
Interest expense             7,662      
Convertible notes carrying value             34,112      
Unamortized discounts             $ 15,888      
Maturity date             Jul. 01, 2024      
Stock price   $ 1.00 $ 1.00     $ 1.00        
February 17 2023 [Member]                    
Convertible promissory note             $ 25,000      
Class of Warrant or Right, Exercise Price of Warrants or Rights             $ 0.025      
Interest rate             18.00%      
Maturity date             Feb. 17, 2024      
Stock price             $ 1.00      
Warrant exercise price             $ 1.00      
February 24 2023 [Member]                    
Convertible promissory note             $ 25,000      
Class of Warrant or Right, Exercise Price of Warrants or Rights             $ 0.025      
Interest rate             18.00%      
Maturity date             Feb. 24, 2024      
Stock price             $ 1.00      
Warrant exercise price             $ 1.00      
February 28 2023 [Member]                    
Convertible promissory note             $ 10,000      
Class of Warrant or Right, Exercise Price of Warrants or Rights             $ 0.025      
Interest rate             18.00%      
Maturity date             Feb. 28, 2024      
Stock price             $ 1.00      
Warrant exercise price             $ 1.00      
March 3 2023 [Member]                    
Convertible promissory note             $ 50,000      
Convertible notes payable, net of discount             $ 50,000      
Class of Warrant or Right, Exercise Price of Warrants or Rights             $ 0.025      
Warrant to purchase             100,000      
Interest rate             18.00%      
Expiry date             Jul. 01, 2025      
Warrant exercise price             $ 1.00      
Debt discount             $ 43,585      
Interest expense             7,692      
Convertible notes carrying value             33,029      
Unamortized discounts             $ 16,971      
Stock price             $ 1.00      
May 3 2023 [Member]                    
Convertible promissory note   $ 50,000                
Class of Warrant or Right, Exercise Price of Warrants or Rights   $ 0.02                
Interest rate   18.00%                
Stock price   $ 1.00                
June 16 2023 [Member]                    
Convertible promissory note           $ 500,000        
Class of Warrant or Right, Exercise Price of Warrants or Rights           $ 0.025        
Interest rate           18.00%        
Stock price           $ 1.00        
August 2, 2023 [Member]                    
Convertible promissory note $ 500,000                  
Class of Warrant or Right, Exercise Price of Warrants or Rights $ 0.025                  
Interest rate 18.00%                  
Stock price $ 1.00                  
August 2, 2023 One [Member]                    
Convertible promissory note $ 5,000                  
Class of Warrant or Right, Exercise Price of Warrants or Rights $ 0.025                  
Interest rate 18.00%                  
Stock price $ 1.00                  
December 28, 2023 [Member]                    
Convertible promissory note             $ 40,000      
Class of Warrant or Right, Exercise Price of Warrants or Rights             $ 0.025      
Interest rate             18.00%      
Maturity date             Dec. 28, 2024      
Stock price             $ 1.00      
v3.24.0.1
CAPITAL STOCK (Details) - Stock Options [Member] - $ / shares
3 Months Ended 12 Months Ended
Dec. 31, 2023
Sep. 30, 2023
Number of options outstanding exercisable 5,000,000 5,000,000
Weighted Average Exercise Price, Exercisable $ 0.02 $ 0.02
Weighted Average Exercise Price, Issued   0.02
Weighted Average Exercise Price, Beginning Balance 0.02  
Weighted Average Exercise Price, ending Balance $ 0.02 $ 0.02
Weighted Average Remaining Term in Years, Issued 2 years 4 months 13 days 2 years 4 months 13 days
Weighted Average Remaining Term in Years, Outstanding 1 year 6 months 1 year 9 months
Outstanding, Beginning Balance   20,000,000
Issued   20,000,000
Outstanding ending balance 20,000,000  
v3.24.0.1
CAPITAL STOCK (Details 1) - Warrants Member - $ / shares
3 Months Ended 12 Months Ended
Dec. 31, 2023
Sep. 30, 2023
Number of share warrants issued   8,000,000
Weighted Average Remaining Term in Years, Issued   1 year 10 months 9 days
Weighted Average Exercise Price, Warrants issued   $ 0.0225
Weighted average exercise price per shares Exercisable $ 0.0225 $ 0.0225
Weighted Average Remaining Term in Years, Outstanding and exercisable 1 year 1 year 3 months
Outstanding ending balance 8,000,000 8,000,000
v3.24.0.1
CAPITAL STOCK (Details 2) - Warrants to purchase RM Stock Member - $ / shares
3 Months Ended 12 Months Ended
Dec. 31, 2023
Sep. 30, 2023
Number of share warrants issued   900,000
Weighted Average Exercise Price, Warrants issued   $ 1.00
Weighted Average Remaining Term in Years, Issued   2 years 1 month 24 days
Weighted Average Remaining Term in Years, Outstanding and exercisable 1 year 3 months 10 days 1 year 6 months 10 days
Outstanding ending balance 900,000 900,000
Weighted Average Exercise Price, ending Balance $ 1.00 $ 1.00
v3.24.0.1
CAPITAL STOCK (Details Narrative) - USD ($)
1 Months Ended 3 Months Ended 12 Months Ended
Mar. 02, 2023
Feb. 08, 2023
Mar. 03, 2023
Feb. 02, 2023
Nov. 24, 2021
Dec. 31, 2023
Dec. 31, 2022
Sep. 30, 2023
Dec. 06, 2023
May 11, 2023
Feb. 10, 2023
Feb. 01, 2023
Jun. 02, 2021
Sep. 30, 2020
Common stock shares, authorized           500,000,000   500,000,000            
Common stock shares, par value           $ 0.001                
Common stock shares, issued           434,718,920   426,831,170            
Common stock share, outstanding           434,718,920   426,831,170            
Common stock issued for services, shares           6,000,000 3,925,000              
Common stock issued for services, amount           $ 169,200 $ 407,275              
Common stock issued for payment of account payable share           1,887,750                
Common stock issued for payment of account payable           $ 46,826                
Common Stock issued Settlement Of Stock Payable           50,781                
Loss on debt extinguishment           $ 3,955                
Preferred stock, shares authorized           100,000,000   100,000,000            
Preferred stock, par value           $ 0.001   $ 0.001            
Interest expense           $ 71,287 $ 26              
Consulting Agreement [Member]                            
Common stock shares, issued     2,000,000           6,000,000 5,000,000   250,000    
Stock Options [Member]                            
Weighted Average Remaining Term in Years, Issued           2 years 4 months 13 days   2 years 4 months 13 days            
Unrecognized stock compensation expense           $ 684,777                
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, share           15,000,000                
Share-Based Compensation Arrangement by Share-Based Payment Award     10,000,000 10,000,000                    
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Exercised     $ 0.02 $ 0.02                    
Vesting Percentage     25.00% 25.00%                    
Stock Option Value     $ 449,651 $ 639,543                    
Warrants Member                            
Weighted Average Remaining Term in Years, Issued               1 year 10 months 9 days            
Warrants Member | Consulting Agreement [Member]                            
General and Administrative expenses- related party           $ 156,139                
Warant Exercise Price     $ 1.00                      
Fair value of warrant     $ 624,556                      
Warrant to purchase shares of RM Stock based on Black scholes option pricing Model, share     250,000                      
Warrant Member                            
General and Administrative expenses- related party           52,038                
Warant Exercise Price $ 0.02 $ 0.02 $ 0.025 $ 1.00             $ 0.025      
Fair value of warrant     $ 89,916 $ 624,458             $ 79,914      
Warrant to purchase shares of RM Stock, Shares 100,000 100,000 100,000               100,000      
Warant Exercise Price RM Stock $ 1.00 $ 1.00 $ 1.00               $ 1.00      
Warrant To Purchase Share 2,000,000 2,000,000 2,000,000 250,000             2,000,000      
Warrant to purchase shares of RM Stock based on Black scholes option pricing Model, value     $ 249,822               $ 249,811      
Discount amount based on allocations     43,585               $ 43,416      
Interest expense     $ 7,692     $ 7,662                
Payment to acquire warrants $ 5,000 $ 5,000                        
Series C Preferred Stock [Member]                            
Preferred stock, shares authorized           12,000,000   12,000,000            
Preferred stock, par value           $ 0.001   $ 0.001            
Designated preferred shares           12,000,000                
Preferred stock shares issued           600,000   600,000            
Preferred stock shares outstanding           600,000   600,000            
Series D Preferred Stock [Member]                            
Preferred stock, shares authorized           10,000,000   10,000,000            
Preferred stock, par value           $ 0.001   $ 0.001            
Designated preferred shares                           10,000,000
Preferred stock shares issued           50,000   50,000            
Preferred stock shares outstanding           50,000   50,000            
Series E Preferred Stock [Member]                            
Preferred stock, shares authorized           13,650,000   13,650,000            
Preferred stock, par value           $ 0.001   $ 0.001            
Designated preferred shares                         13,650,000  
Preferred stock shares issued           0   0            
Preferred stock shares outstanding           0   0            
Series F Preferred Stock [Member]                            
Number of shares issued during period, shares         59,270,000                  
Common stock price per shares         $ 0.20                  
Preferred stock, shares authorized           10,000,000   10,000,000            
Preferred stock, par value           $ 0.001   $ 0.001            
Preferred stock shares issued           0   0            
Preferred stock shares outstanding           0   0            
v3.24.0.1
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($)
1 Months Ended 3 Months Ended
Mar. 03, 2023
Aug. 08, 2022
Jul. 22, 2022
Jul. 19, 2022
Dec. 31, 2023
Dec. 31, 2022
Dec. 06, 2023
Sep. 30, 2023
May 11, 2023
Apr. 01, 2023
Feb. 10, 2023
Feb. 01, 2023
Dec. 05, 2022
Dec. 02, 2022
Nov. 16, 2022
Aug. 04, 2022
Common stock shares issued         434,718,920     426,831,170                
General and administrative expenses         $ 213,208 $ 177,868                    
Stock based compensation expense $ 169,200                              
Warrant to purchase                     2,000,000          
Purchase of warrant value $ 449,651                              
December 2, 2022 [Member]                                
Issuance of restricted common stock shares                           1,000,000    
August 4, 2022 [Member]                                
Common stock to be issued   325,000     325,000                      
Stock based compensation expense           $ 50,150                    
Consulting Agreement [Member]                                
Common stock shares issued 2,000,000           6,000,000   5,000,000     250,000        
Monthly fee                       $ 10,000 $ 5,000      
Issuance of restricted common stock shares                       10,000,000 1,200,000   1,000,000 1,300,000
Initial shares issued 10,000,000                     250,000 250,000      
Common stock share, par value $ 1.00                     $ 0.02        
Voting stock percentage 25.00%                     25.00%        
Stock-based compensation $ 112,413                              
Stock based compensation expense $ 156,139                              
Warrant to purchase 624,556                              
Consulting Agreement [Member] | April 1, 2023 [Member]                                
Issuance of restricted common stock shares                   250,000            
Shares vest in equal amounts                   20,833            
Stock based compensation expense         $ 3,006                      
Investor Awareness Advisory Services Agreement [Member]                                
Common stock shares issued       500,000                        
Investor awareness advisory services, expense amount       $ 10,000                        
Common stock share, par value                       $ 1.00        
Platform Account Contract [Member]                                
Platform account contract, expense amount     $ 500,000                          
Marketing Services Agreement [Member] | October 1, 2023 [Member]                                
Common stock share, par value         $ 0.0269             $ 0.02        
General and administrative expenses         $ 20,175                      
Common stock to be issued         3,000,000                      
Common stock to be issued, value         $ 80,700                      
v3.24.0.1
LICENSE AGREEMENT (Details Narrative) - shares
Aug. 09, 2022
Dec. 31, 2023
Sep. 30, 2023
May 15, 2023
Jun. 22, 2022
Common stock shares issued   434,718,920 426,831,170    
Common Stock Class B [Member] | Mr Collins [Member]          
Common stock shares issued         1,600,000
Cancellation of common stock       1,600,000  
Total number of share exchanged       200,000  
Common Stock Class B [Member] | Mr Chermak [Member]          
Common stock shares issued         1,000,000
Common Stock Class B [Member] | Mr Ansari [Member]          
Common stock shares issued         1,000,000
Common Stock Class A [Member] | Intellectual Property License Agreement [Member]          
Common stock shares issued 5,100,000 9,159,714 8,257,714    
Royalty percentage of net sale 5.00%        
Common Stock Class B [Member]          
Common Stock shares outstanding   2,000,000 2,000,000    
Common Stock voting shares   100 100    
Class A [Member]          
Common stock shares issued   5,100,000 5,100,000    
Voting stock percentage   2.44% 2.49%    
v3.24.0.1
INCOME TAXES (Details ) - U.S. statutory [Memner] - USD ($)
3 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Pre-tax loss $ (1,059,128) $ (1,100,708)
U.S. federal corporate income tax rate 21.00% 21.00%
Expected U.S. income tax credit $ (222,417) $ (231,149)
Permanent differences 125,898 85,528
Change of valuation allowance 96,519 145,621
Effective tax expense $ 0 $ 0
v3.24.0.1
INCOME TAXES (Details 1) - USD ($)
3 Months Ended
Dec. 31, 2023
Dec. 31, 2022
INCOME TAXES    
Net operating losses carried forward $ 2,069,744 $ 1,638,878
Less: Valuation allowance (2,069,744) (1,638,878)
Net deferred tax assets $ 0 $ 0
v3.24.0.1
INCOME TAXES (Details Narrative) - USD ($)
Dec. 31, 2023
Sep. 30, 2023
INCOME TAXES    
Net operating loss carryforwards $ 9,855,000 $ 9,396,000
v3.24.0.1
DEFERRED REVENUE (Details Narrative) - USD ($)
3 Months Ended
Dec. 31, 2023
Dec. 31, 2022
DEFERRED REVENUE    
Deferred revenues $ 2,411 $ 5,706
v3.24.0.1
SUBSEQUENT EVENTS (Details Narrative) - Subsequent Event [Member] - USD ($)
1 Months Ended
Jan. 12, 2024
Jan. 10, 2024
Jan. 23, 2024
Jan. 29, 2024
Jan. 18, 2024
Common stock, shares issued 5,000,000     3,000,000  
Common stock issued for settlement of accrued interest         2,227,661
Accrued interest         $ 54,584
Proceeds from convertible promissory note $ 200,000 $ 42,500 $ 7,500    
Monthly fee amount 10,000        
Convertible promissory note, principal amount $ 250,000        
Interest rate 18.00%        
Convertible promissory note, conversion price per share $ 0.025        
Stock price per share 1.00        
Outstanding principal and interest, per share amount $ 1.00        

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