Inventories are stated at the lower of average costs incurred or estimated net realizable value. Major types of inventories include materials and supplies.
Property, Plant and Equipment is capitalized at historical cost. Property, Plant and Equipment for the Company currently consists of Computer and Office Equipment and of Tooling. Computer and Office Equipment is depreciated over the time of its useful life. Tooling is depreciated in proportion to the units produced by the related tooling relative to the total number of units the tooling is expected to be able to produce. Each asset in Property, Plant and Equipment is reviewed for impairment at an executive management meeting quarterly, during the review of the Company’s financial results, and an impairment charge would be recognized if the carrying amount of the asset is not recoverable and exceeds its fair value. Expenditures incurred that enhance the productivity of the asset and/or extends the existing asset's life are capitalized. Expenditures for typical normal wear and tear items are expensed when incurred.
Stock issued for services rendered is valued at the time of service with the most relevant measurement at the time being either current stock price of the company stock in a recent private placement or equity offering or vendor invoice/contract that most closely reflects the value of services performed or product delivered.
Income (Loss) Per Share:
In accordance with FASB ACS 260 “Earnings Per Share”, the basic net loss per common share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding during the period presented. Diluted net loss per common share is computed similar to basic net loss per common share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. As at September 30, 2010,March 31, 2011, diluted net loss per share is equivalent to basic net loss per share as there were no dilutive securities outstanding.
Concentration of Credit Risk
Financial instruments, which potentially subject the Company to concentrations of credit risk, consist of cash and cash equivalents and accounts receivables. The Company places its cash with high quality financial institutions and at times may exceed the FDIC $250,000 insurance limit. The Company extends credit based on an evaluation of the customer's financial condition, generally without collateral. Exposure to losses on receivables is principally dependent on each customer's financial condition. The Company monitors its exposure for credit losses and maintains allowances for anticipated losses, as required. Accounts are “written-off” when deemed uncollectible.
As of September 30, 2010March 31, 2011 the Company has a cash balance of $23,678$22,191 and no$350 of accounts receivable.
Special – purpose entities
The Company does not have any off-balance sheet financing activities.
Company adopted December 31 for its accounting fiscal year.
Control by Principal Stockholders
The directors, executive officers and their affiliates or related parties, own beneficially and in the aggregate, the majority of the voting power of the outstanding shares of the common stock of the Company. Accordingly, the directors, executive officers and their affiliates, if they voted their shares uniformly, would have the ability to control the approval of most corporate actions, including increasing the authorized capital stock of the Company and the dissolution, merger or sale of the Company's assets or business.
NOTE 2: Revolving line of credit
As of September 30, 2010,March 31, 2011, the Company is obligated under unsecured line of credit of $50,000 from a bank and principal balance of such a loan is $ 45,023.46,136. The current interest rate on this line of credit is 9.24%, with no maturity date. The debt is also guaranteed by a personal liability of an officer and shareholder.
NOTE 3: Related Party Transactions
On September 16, 2008, Dr. Alexander Gak and Extranome, Inc., a New Jersey corporation entered into an Exclusive Software Agreement (the “Agreement”). Pursuant the Agreement, Extranome sold to Baeta Corp. all commercial rights to its software entitled MyHealthID Medical Records Systems for a period of twenty fivetwenty-five years, subject to renewal. Pursuant to the Agreement, the Company agreed to pay Extranome $0.00 upfront, and in perpetuity approximately forty-nine percent of all net revenues generated from advertising by MyHealthID. Our CEO and sole director, Dr. Alexander Gak, is the 100% owner of Extranome, Inc., a New Jersey corporation.
On November 1, 2008, BAETA Corp. entered into a Software Development Contract with Extranome, Inc. At the time of the transaction, BAETA and Extranome were controlled by Dr. Alexander Gak. Pursuant to the Software Development Agreement, Extranome has been providing ongoing software development and product support services for BAETA since November 01, 2008. The Software Development Agreement is a non-exclusive agreement and is not related to BAETA’s Exclusive Software Agreement regarding MyHealthID product. In accordance with the Software Development Agreement, BAETA is to pay Extranome for the contracted work in cash form; however BAETA currently does not have a sufficient amount of cash on hand. Therefore, BAETA is paying Extranome in shares of its common stock. Extranome has received 30,000 shares for each month since November as non-cash part of compensation for services rendered which represent approximately 50% of Extranome’s due monthly compensation. BAETA will continue to issue company shares to Extranome in the amount of 50% of the monthly compensation for services rendered until it is able to compensate Extranome fully in cash. Through September 30, 2010,March 31, 2011, BAETA had issued to Extranome 660,000750,000 shares.
On June 1, 2009, the Company founder and CEO, Dr. Alexander Gak, moved to become Chairman of the Board and hired Mr. Leonid Pushkantser as CEO. The significant compensation for Mr. Pushkantser is as follows: Mr. Pushkantser is compensated with a base salary of $180,000 per year for the first six months and $250,000 per year thereafter. In addition, Mr. Pushkantser has been granted options to acquire 400,000 shares, which options vest 25% of the amount for each of four years.
On August 19, 2009, the Company and Dr. Alexander Gak entered into an agreement to document the terms of the Shareholder Advance of $ 288,850 that had accrued to that point. The agreement converted the advance into a loan. The material terms are that the Company will owe an interest rate of 8% per year, beginning on August 19, 2009, for the outstanding loan amount. The company will begin payment of the principal and accrued interest only after the Company’s operating checking account exceeds $250,000 in net cash on hand, at which time the company will pay $5,000 per month. Any principal and accrued interest not already repaid is due on August 18, 2019. The Company is allowed to pre-pay the note without penalty, but the debt-holder does not have the right to demand pre-payment.
On December 29, 2009, Leonid Pushkantser lent the Company $10,000.00. The material terms are that the Company will pay an interest rate of 5% per year and that the principal plus interest is due six months from the date of the note. The Company is allowed to pre-pay the note without penalty, but the debt-holder does not have the right to demand pre-payment.
On January 6, 2010, shareholder Daniel Lundin lent the Company $10,000.00. The material terms are that the Company will pay an interest rate of 5% per year and that the principal plus interest is due six months from the date of the note. The Company is allowed to pre-pay the note without penalty, but the debt-holder does not have the right to demand pre-payment.
On July 27, 2010, the loan of $10,000 on January 6, 2010 from Daniel Lundin to the Company was converted to 20,000 shares of common stock. The effective price of this conversion was $0.50 per share.
On July 14, 2010, Leonid Pushkantser entered into an agreement to lend the Company $100,000.00. The material terms are that the Company will pay an interest rate of 5% per year beginning July 14, 2010 on the unpaid balance. Repayment of the note is to begin August 1, 2010 with $5,000/month plus interest payments. Additional payments are to be made on the first day of each month thereafter. The accrued interest on this loan to date is $1,066.22 within Other Current Liabilities.
On July 14, 2010 Leonid Pushkantser entered into an agreement with Dr. Alexander Gak whereby Pushkantser bought 4,000,000 shares of Common Stock, par value of $0.0001 from Gak. Pushkantser also acquired from Gak, twenty (20) Shares of Series A Preferred Stock in the transaction. The twenty (20) Series A Preferred Shares constitute 20% of the amount of Series A Preferred Stock currently issued and outstanding. Additionally 20% of all shares of Series A Preferred Stock acquired by Gak in the future will be transferred to Pushkantser, such that Pushkantser maintains a 20% ownership of the Series A Preferred Stock.
On July 27, 2010, the loan of $10,000 on January 6, 2010 from Daniel Lundin to the Company was converted to 20,000 shares of common stock. The effective price of this conversion was $0.50 per share.
On February 17, 2011 Dr. Alexander Gak entered into a short-term loan with the Company for $2,500 at a 0% interest rate.
Shareholder Advance increased to $70,036$106,967 as of September 30, 2010.March 31, 2011. The advance relates to accrued interest from the Shareholder Loans plus an additional $49,450$2,500 advance from Dr. Alexander Gak.
NOTE 4: Stockholders’ Equity:
Preferred stock
The Company is also authorized to issue 10,000,000 shares of Series A preferred stock with a par value of $0.0001.$ 0.0001. On June 23, 2008, the Board of Directors approved the designation of 100 shares of preferred stock as Series A Preferred Stock. As of September 30, 2010,March 31, 2011, Company has 100 preferred shares Series A issued or outstanding.
The Company is also authorized to issue 10 shares of Series B preferred stock with a par value of $0.0001.$ 0.0001. On February 8, 2010, the Board of Directors approved the designation of 2 shares of preferred stock as Series B Preferred Stock. As of September 30, 2010,March 31, 2011, Company has 2 preferred shares Series B issued or outstanding.
On February 8, 2010, our Board of Directors and majority shareholders approved the designation of 10 shares of our preferred stock as Series B Preferred Stock (the “Series B Preferred Shares”) and authorized our officers to file a Certificate of Designation for the Series B Preferred Shares, which occurred on February 9, 2010. The outstanding shares of Series B Preferred Stock have no voting rights. Each share of Series B Convertible Preferred Stock carries with it the immediate right by its owner to convert such share of Series B Convertible Preferred Stock into the amount of shares of BAETA Corp. Common Stock equivalent to one percent (1%) of the total amount of BAETA Corp. Common Stock then issued and outstanding at the time of the conversion election. All of the outstanding shares of Series B Preferred Stock (2 outstanding) are held by MBB Holdings, Inc., a non-affiliate.
On February 9, 2010, the Company issued its 2 shares of Series B Preferred Stock to MBB Holdings, Inc., a New York corporation. The shares are beneficially held by Mr. Shmyer Breuer, a qualified and sophisticated investor. The sale was made in accordance with the exemption from registration pursuant to Section 4(2) under the Securities Act, as it did not constitute a public offering of securities. The Company sold 2 shares of the Series B Preferred, par value $0.0001 per share, at a purchase price of $50,000 per share, to MBB Holdings, Inc. for an aggregate purchase price of $100,000.
Common stock
The Company is authorized to issue 150,000,000100,000,000 shares of common stock with a par value of $ 0.0001. As of DecemberMarch 31, 2009,2010, the Company had 22,501,05222,749,202 shares issued and outstanding. As of September 30, 2010, theMarch 31, 2011, Company has 23,156,64424,175,686 shares issued and outstanding. As of the date of this report, the Company has 23,704,932 shares of Common Stock issued and outstanding.
On January 8, 2010, the Company conducted an offering of its common stock to an accredited investor and issued 10,000 shares to that investor. The investor purchased the shares at $0.50 per share.
On January 29, 2010, the Company issued 65,464 shares of its common stock for marketing and software services. The shares are accounted for at $0.50 per share, based the assumption that the market price was equal to that used in the private placement that closed on January 8, 2009, and because the bills paid for by the shares were for an amount equal to $0.50 per share compensation.
On February 28, 2010, the Company issued 100,185 shares of its common stock for software services. The shares are accounted for at $0.50 per share, based the assumption that the market price was equal to that used in the private placement that closed on January 8, 2009, and because the bills paid for by the shares were for an amount equal to $0.50 per share compensation.
On March 25, 2010, the Company issued 72,501 shares of its common stock for software services. The shares are accounted for at $0.50 per share, based the assumption that the market price was equal to that used in the private placement that closed on January 8, 2009, and because the bills paid for by the shares were for an amount equal to $0.50 per share compensation.
On April 29, 2010, the Company issued 67,501 shares of its common stock for marketing and software services. The shares are accounted for at $0.50 per share, because the bills paid for by the shares were for an amount equal to $0.50 per share compensation.
On May 17, 2010, the Company conducted an offering of its common stock to an accredited investor and issued 100,000 shares to that investor. The investor purchased the shares at $0.25 per share.
On May 29, 2010, the Company issued 71,561 shares of its common stock for marketing and software services. The shares are accounted for at $0.50 per share, because the bills paid for by the shares were for an amount equal to $0.50 per share compensation.
On June 22, 2010, the Company conducted an offering of its common stock to an accredited investor and issued 20,000 shares to that investor. The investor purchased the shares at $0.25 per share.
On June 29, 2010, the Company issued 71,561 shares of its common stock for marketing and software services. The shares are accounted for at $0.50 per share, because the bills paid for by the shares were for an amount equal to $0.50 per share compensation.
On July 12, 2010, the Company conducted an offering of its common stock to an accredited investor and issued 40,000 shares to that investor. The investor purchased the shares at $0.25 per share.
On July 12, 2010, the Company conducted an offering of its common stock to an accredited investor and issued 20,000 shares to that investor. The investor purchased the shares at $0.25 per share.
On July 14, 2010, the Company conducted an offering of its common stock to an accredited investor and issued 50,000 shares to that investor. The investor purchased the shares at $0.50 per share.
On July 19, 2010, the Company repurchased 304,000 shares from previous service provider. The shares were purchased for $25,000.00. These shares had previously been issued to the service provider for $0.25 per share ($76,000.00) on July 18, 2008.2008 . A gain on the transaction of $51,000 was recorded by the Company.
On July 22, 2010, the Company conducted an offering of its common stock to an accredited investor and issued 20,000 shares to that investor. The investor purchased the shares at $0.50 per share.
On July 29, 2010, the Company issued 77,101 shares of its common stock for marketing and software services. The shares are accounted for at $0.50 per share, because the bills paid for by the shares were for an amount equal to $0.50 per share compensation.
On August 29, 2010, the Company issued 70,026 shares of its common stock for marketing and software services. The shares are accounted for at $0.50 per share, because the bills paid for by the shares were for an amount equal to $0.50 per share compensation.
On September, 13, 2010, in connection with the preparation of the Financing Agreement (see Note 10), the Company paid AGS Capital Group a due diligence document and preparation fee of 22,000 shares of restricted common stock.
On September 28, 2010, the Company issued 61,692 shares of its common stock for marketing and software services. The shares are accounted for at $0.50 per share, because the bills paid for by the shares were for an amount equal to $0.50 per share compensation.
On October 4, 2010, the Company conducted an offering of its common stock to an accredited investor and issued 200,000 shares to that investor. The investor purchased the shares at $0.50 per share.
On October 28, 2010, the Company conducted an offering of its common stock to an accredited investor and issued 20,000 shares to that investor. The investor purchased the shares at $0.25 per share.
On October 29, 2010, the Company conducted an offering of its common stock to an accredited investor and issued 10,000 shares to that investor. The investor purchased the shares at $0.50 per share.
On October 29, 2010, the Company issued 76,742 shares of its common stock for marketing and software services. The shares are accounted for at $0.50 per share, because the bills paid for by the shares were for an amount equal to $0.50 per share compensation
On November 30, 2010, the Company issued 52,767 shares of its common stock for marketing and software services. The shares are accounted for at $0.50 per share, because the bills paid for by the shares were for an amount equal to $0.50 per share compensation
On December 20, 2010, the Company issued 87,767 shares of its common stock for marketing and software services. The shares are accounted for at $0.50 per share, because the bills paid for by the shares were for an amount equal to $0.50 per share compensation.
On December 20, 2010, the Company conducted an offering of its common stock to an accredited investor and issued 10,000 shares to that investor. The investor purchased the shares at $0.50 per share.
On December 20, 2010, the Company conducted an offering of its common stock to an accredited investor and issued 20,000 shares to that investor. The investor purchased the shares at $0.50 per share.
On January 20, 2011, the Company conducted an offering of its common stock to an accredited investor and issued 20,000 shares to that investor. The investor purchased the shares at $0.50 per share.
On January 20, 2011, the Company issued 10,000 shares of its common stock for marketing and software services. The shares are accounted for at $0.50 per share, because the bills paid for by the shares were for an amount equal to $0.50 per share compensation.
On January 24, 2011, the Company conducted an offering of its common stock to an accredited investor and issued 20,000 shares to that investor. The investor purchased the shares at $0.50 per share.
On January 25, 2011, the Company conducted an offering of its common stock to an accredited investor and issued 20,000 shares to that investor. The investor purchased the shares at $0.50 per share.
On January 31, 2011, the Company issued 87,686 shares of its common stock for marketing and software services. The shares are accounted for at $0.50 per share, because the bills paid for by the shares were for an amount equal to $0.50 per share compensation.
On February 28, 2011, the Company issued 67,767 shares of its common stock for marketing and software services. The shares are accounted for at $0.50 per share, because the bills paid for by the shares were for an amount equal to $0.50 per share compensation.
On March 29, 2011, the Company issued 84,767 shares of its common stock for marketing and software services. The shares are accounted for at $0.50 per share, because the bills paid for by the shares were for an amount equal to $0.50 per share compensation.
Stock Options
As of December 31, 2009, the Company had granted options to purchase 1,631,125 shares. As of September 30, 2010, the Company had granted options to purchase 1,655,462 shares,1,660,300 shares. As of March 31, 2011, the Company had granted options to purchase 1,674,775 of which options to purchase 515,462774,775 shares had vested. During the period, the Company awarded option grants to purchase a total of 24,33864,775 shares, which had an average contract life of 106.1 years until they expire, 50,000 options were forfeited (10,000 of which had vested and were not exercised and 40,000 of which had not vested) and options to purchase 384,338240,000 shares vested. For those grants during the period, the company used the valuation method described in the Significant Accounting Policies (Footnote 1 “Stock Options Issued for Services Rendered” section) and used the options with the closest expiration date available for the similar entity, with the closest strike price to the current share price because all of the Company’s option grants are issued at a strike price equal to the current share price at the time, which resulted in an implied volatility, from the average of the bid and ask implied volatilities, of 57.45, a risk free rate of 3.19%,2.07% for 10 year options and 1.12% for 5 year options, and a resulting total value of $1,590$12,641 for those option grants. $59,326 worth$18,167 of options waswere expensed as compensation costs during the period.period and $0 was on the balance sheet.
During the nine-monththree-month period, the following aggregate option grants were made:
| Shares Available for the Grant(s) | | Vesting Period (same as Service Period) | | Maximum Contractual Life |
24,33864,775 | | Immediate | | 10 years |
Below is information about the options outstanding:
| | | Number of Shares | | | Weighted Average Exercise Price | | | Average Remaining Contractual Life (years) | | | Value | | | Number of Shares | | | Weighted Average Exercise Price | | | Average Remaining Contractual Life (years) | | | Value | |
| Outstanding December 31, 2009 | | | 1,631,125 | | | $ | 0.50 | | | | 8.9 | | | $ | 340,825 | | |
| Outstanding December 31, 2010 | | | | 1,660,300 | | | $ | 0.50 | | | | 7.14 | | | | 347,984 | |
| Granted | | | 24,338 | | | $ | 0.50 | | | | 10 | | | $ | 5,901 | | | | 64,475 | | | $ | 0.50 | | | | 6.10 | | | $ | 12,641 | |
| Exercised | | | 0 | | | | | | | | | | | | | | | | 0 | | | | | | | | | | | | | |
| Forfeited | | | 0 | | | | | | | | | | | | | | | | -50,000 | | | $ | 0.50 | | | | 3.97 | | | $ | -8,630 | |
| Expired | | | 0 | | | | | | | | | | | | | | | | 0 | | | | | | | | | | | | | |
| Outstanding September 30, 2010 | | | 1,655,462 | | | $ | 0.50 | | | | 7.38 | | | $ | 346,725 | | |
| Outstanding March 31, 2011 | | | | 1,674,775 | | | $ | 0.50 | | | | 6.95 | | | $ | 351,995 | |
| Vested during the Period | | | 384,338 | | | $ | 0.50 | | | | 7.38 | | | $ | 80,587 | | | | 240,000 | | | $ | 0.50 | | | | 7.85 | | | $ | 53,472 | |
| Total vested at September 30, 2010 | | | 515,462 | | | $ | 0.50 | | | | 7.67 | | | $ | 109,801 | | |
| Total vested at March 31, 2011 | | | | 774,775 | | | $ | 0.50 | | | | 7.45 | | | $ | 168,193 | |
* All vested options are currently exercisable
Total nonvested awards that are not yet recognized as compensation cost have a value of $198,705$166,741 and are expected to be recognized over a weighted-average period of 2.92.6 years.
NOTE 5: Income Tax
The Company accounts for income taxes under FASB ACS 740, "Income Taxes" ("ACS 740"). ACS 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statements and the tax basis of assets and liabilities, and for the expected future tax benefit to be derived from tax losses and tax credit carryforwards. ACS 740 additionally requires the establishment of a valuation allowance to reflect the likelihood of realization of deferred tax assets. Realization of deferred tax assets, including those related to the U.S. net operating loss carryforwards, are dependent upon future earnings, if any, of which the timing and amount are uncertain. Accordingly, the net deferred tax asset related to the net operating loss carryforward has been fully offset by a valuation allowance. The Company has a net operating loss carry forward for tax purposes totaling approximately $ 1,889,788$2,775,257 at September 30, 2010.March 31, 2011. The net operating loss carries forward for income taxes, which may be available to reduce future years' taxable income. These carry forwards will expire, if not utilized, through 2028 and are subject to the Internal Revenue Code Section 382, which places a limitation on the amount of taxable income that can be offset by net operating losses after a change in ownership. Management believes that the realization of the benefits from these losses appears uncertain due to the Company's continuing losses for United States income tax purposes. Accordingly, the Company has provided a 100% valuation allowance on the deferred tax asset benefit to reduce the asset to zero. Management will review this valuation allowance periodically and make adjustments as warranted.
| | | September 30 | | | December 31 | | | March 31 | | | December 31 | |
| | | 2010 | | | 2009 | | | 2011 | | | 2010 | |
| Tax benefit of net operating loss carryforward | | $ | 661,426 | | | $ | 389,457 | | | $ | 971,339 | | | $ | 861,852 | |
| | | | | | | | | | | | | | | | | |
| Valuation allowance | | | (661,426 | ) | | | (389,457 | ) | | | (971,339 | ) | | | (861,852 | ) |
| Net deferred tax asset recorded | | $ | - | | | $ | - | | | $ | - | | | $ | - | |
NOTE 6: Going Concern
The Company's financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern that contemplates the realization of assets and liquidation of liabilities in the normal course of business.
The Company’s accumulated operating loss since inception was $2,193,432,$3,078,901, working capital deficit of $421,583$578,567 and stockholders’ equity deficit of $ 641,260$850,747 as of September 30, 2010.March 31, 2011.
The Company will actively pursue its business activities, offer noncash consideration, secure additional or refinance the debt and/or raise equity as a means of financing its operations and meet the credit obligations. If the Company is unable to return to its profitability or obtain necessary financing, it may substantially curtail or terminate its operations or seek other business opportunities through strategic alliances, acquisitions or other arrangements that may dilute the interests of existing stockholders. The company’s management is currently seeking additional capital to support operations, but has not received any firm or other commitments from any parties and may, or may not, be successful in obtaining capital sufficient to perpetuate the operations of the Company.
NOTE 7: Commitment and contingencies
On March 12, 2010 the Company extended its office space lease for its headquarters operation from Regus for an additional year, through June 30, 2011, at a minimum monthly rent of $ 1,000, starting July 1, 2010. The minimum full year rental commitment from July 1, 2010 to June 30, 2011 is $ 12,000.
Exclusive Software Agreement
On September 16, 2008, Dr. Alexander Gak, our Chief Executive Officer and President, and Extranome, Inc., a New Jersey corporation entered into an exclusive Software Agreement (the “Agreement”). Pursuant the Agreement, Extranome sold to Baeta Corp. all commercial rights to its software entitled MyHealthID Medical Records Systems. Pursuant to the Agreement, the Company agreed to pay Extranome $0.00 upfront, and in perpetuity approximately forty-nine percent of all net revenues generated from advertising by MyHealthID. Our sole officer and director, Dr. Alexander Gak, is the 100% owner of Extranome, Inc., a New Jersey corporation.
NOTE 8: Convertible Notes
On April 8, 2010, the Company issued a convertible note of $100,000 to an accredited investor. The material terms are that the note will accrue an interest rate of 10% per year and that the principal plus interest is due two years from the date of the note. At any time during the term of the note, the holder may convert principal plus accrued interest into common stock in the Company at a value equal to 50% of the average of the lowest three trading prices for the prior five days, but not less than $0.25 per share. The Company is allowed to pre-pay the note without penalty, but the debt-holder does not have the right to demand pre-payment.
On May 19, 2010, the Company issued a convertible note of $50,000 to an accredited investor. The material terms are that the note will accrue an interest rate of 10% per year and that the principal plus interest is due two years from the date of the note. At any time during the term of the note, the holder may convert principal plus accrued interest into common stock in the Company at a value equal $0.50 per share. The Company is allowed to pre-pay the note without penalty, but the debt-holder does not have the right to demand pre-payment.
13On March 17, 2011, the Company issued a convertible note of $37,500 to an accredited investor. The material terms are that the note will accrue an interest rate of 8% per year and that the principal plus interest is due two years from the date of the note. At any time during the term of the note, the holder may convert principal plus accrued interest into common stock in the Company at a value equal to 58% of the average of the lowest five trading prices for the prior ten days. The Company is allowed to pre-pay the note, but the debt-holder does not have the right to demand pre-payment.
NOTE 9: Interest Expense
Interest Expense on the Income Statement is for interest paid on the Line of Credit, the Shareholder Notes, and the Convertible Notes.
NOTE 10: Reserve Equity Financing Agreement
On September 28, 2010 the Company entered into a Reserve Equity Financing Agreement (the “Financing Agreement”) with AGS Capital Group, LLC a New York based limited liability company (the “Investor”). Pursuant to the Financing Agreement, the Investor committed to purchase, subject to certain restrictions and conditions, up to $5,000,000 of the Company’s common stock, over a period of 36 months commencing on the first trading day following the effectiveness of the registration statement on Form S-1, registering the resale of shares purchased by the Investor pursuant to the Financing Agreement (the “Equity Line”).
In connection with the preparation of the Financing Agreement, the Company paid Investor a due diligence document and preparation fee of 22,000 shares of restricted common stock on September 13, 2010.
NOTE 11: Material Subsequent Events (unaudited)
On October 20, 2010 the Company issued 241,546 shares of Common Stock as payment for committing to the Reserve Equity Financing Agreement.None.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
You should read the following discussion together with our consolidated financial statements and the related notes included elsewhere in this Quarterly Report on Form 10-Q. This discussion contains forward-looking statements, which involve risks and uncertainties. Our actual results may differ materially from those we currently anticipate as a result of many factors.
Forward Looking Statements
Some of the information in this section contains forward-looking statements that involve substantial risks and uncertainties. You can identify these statements by forward-looking words such as "may," "will," "expect," "anticipate," "believe," "estimate" and "continue," or similar words. You should read statements that contain these words carefully because they:
discuss our future expectations;
| · | discuss our future expectations; |
contain projections of our future results of operations or of our financial condition; and
| · | contain projections of our future results of operations or of our financial condition; and |
state other "forward-looking" information.
| · | state other "forward-looking" information. |
We believe it is important to communicate our expectations. However, there may be events in the future that we are not able to accurately predict or over which we have no control. Our actual results and the timing of certain events could differ materially from those anticipated in these forward-looking statements as a result of certain factors.factors, including those set forth under "Risk Factors," "Business" and elsewhere in this Report. See "Risk Factors."
Unless stated otherwise, the words “we,” “us,” “our,” “the Company” or “BAETA Corp”“BAETA” in this Quarterly Report on Form 10-Q collectively refers to the Company, BAETA Corp.
Organizational History
BAETA Corp. (a development stage company) (“the Company”) was incorporated in the State of New Jersey on August 14, 2007 as a product-driven medical technology company that manufactures advanced products for the global vital signs monitoring industry. The Company has developed a patent-pending pain management and pain assessment product for the estimated 25 million chronic pain sufferers in the U.S. alone.
All activity through September 30, 2010March 31, 2011 relates to the Company’s formation and initial research and development.
The Company is considered to be a development stage company and as such the financial statements presented herein are presented in accordance with FASBStatement of Financial Accounting Standards Codification (“ASC”SFAS”) 915 “No. 7. “Accounting and Reporting By Development Stage Entities.Enterprises.” The Company is subject to the risks associated with activities of development stage companies.
Forward Stock Split
On May 16, 2008, BAETA filed an amendment to the Company’s Certificate of Incorporation with the Secretary of State of the State of New Jersey thereby effectuating a forward stock split of 20,000-to-1, effective 12:01 a.m. on May 16, 2008. The Company did not amend the par value of the Company’s common stock.
Prior to the Forward Split, there were 1,000 shares of the Company’s common stock, par value $0.0001 per share, issued and outstanding, all held by Dr. Alexander Gak, our President and Director. Upon the effectiveness of the Forward Split as of May 16, 2008, there became 20,000,000 shares of the Company’s Common Stock issued and outstanding, all held by Dr. Gak. Currently,As of March 31, 2011, there are 23,704,93224,185,686 shares of the Company’s common stock issued and outstanding to approximately 9392 shareholders of record as of the date of this filing.record.
Effectiveness of S-1 Registration Statement
On May 14, 2010, the Securities and Exchange Commission declared the Company’s Registration Statement on Form S-1 (File No.: 333-154243) effective. The Registration Statement registered 915,400 shares of Common Stock, par value $0.0001 per share of the Company on behalf of the selling stockholders named in the Registration Statement. The Company will not receive any proceeds from the sale of those shares.
We anticipate that the Company will require approximately $500,000 to $1,000,000 in additional capital to execute its current 12-month plan of operations; including but not necessarily limited to expenses related to the patents pending for its developing products and technology, expansion of infrastructure and physical office space, hiring of key employees and sales and administrative and executive personnel as well as for the registration of its shares and compliance with securities regulations. We do not currently have sufficient capital to meet our needs for the next 12 months, and we are extremely reliant upon future financings to fund our operations. We intend to procure this additional capital by way of public and private offerings of our common stock, exempt from the registration requirements of the Federal and state securities laws. We may retain the services of one or more placement agents to obtain this financing. To date, we have been in discussions with potential placement agents regarding the commencement of such private offerings, however, no such private offerings have yet commenced.stock.
During the next 12 months, we intend to continue to outsource our product research and development to Ionidea Ukraine of Crimea, Ukraine for technical development and prototyping and M.B. Turnkey Design, LLC of Manville, New Jersey for physical product prototyping and production. We anticipate that we will incur costs of approximately $10,000 to $20,000 per month for ongoing technology development. We have started the MyPainAway™ device manufacturing process with M.B. Turnkey Design, LLC of Manville, New Jersey.
We have also obtained MyPainAway™ device manufacturing quotes from Ultraflex, Ronkonkoma, New York, and OCM Manufacturing, Ontario, Canada. We expect that the cost of production will be significantly lower than the average sale price of the product and that terms will be predicated on actual product ordered at any given time. We anticipate that we will use additional capital to retain and hire sales personnel and administrative and executive personnel at a level consistent with available capital, but aggressively to support initial product sales and market penetration. We do not believe that we can sustain or execute our plan of operations, nor bring our proposed products to market without additional capital of approximately $500,000 to $1,000,000.
Exclusive Software Agreement
On September 16, 2008, Dr. Alexander Gak, our President and Chairman, and Extranome, Inc., a New Jersey corporation entered into an Exclusive Software Agreement (the “Agreement”). Pursuant the Agreement, Extranome sold to Baeta Corp. all commercial rights to its software entitled MyHealthID Medical Records Systems for a twenty five year term. Pursuant to the Agreement, the Company agreed to pay Extranome $0.00 upfront, and in perpetuity approximately forty-nine percent of all net revenues generated from advertising by MyHealthID. Our President and sole director, Dr. Alexander Gak, is the 100% owner of Extranome, Inc., a New Jersey corporation.
Software Development Agreement with Extranome, Inc.
On November 1, 2008, BAETA Corp. entered into a Software Development Contract with Extranome, Inc. At the time of the transaction, BAETA and Extranome were controlled by Dr. Alexander Gak, our President and Chairman.
Pursuant to the Software Development Agreement, Extranome has been providing ongoing software development and product support services for BAETA since November 01, 2008. The Software Development Agreement is a non-exclusive agreement and is not related to BAETA’s Exclusive Software Agreement regarding MyHealthID product. In accordance with Section 2 of the Software Development Agreement, BAETA is to pay Extranome for the contracted work in cash form; however BAETA currently does not have a sufficient amount of cash on hand. Therefore, BAETA is paying Extranome 50% in shares of its common stock, and 50% in cash. Extranome has received 30,000 shares for each month since November 2008 as non-cash part of compensation for services rendered which represent approximately 50% of Extranome’s due monthly compensation, and to datethrough March 31, 2011 has received 690,000840,000 shares of BAETA Corp. BAETA will continue to issue company shares to Extranome in the amount of 50% of the monthly compensation for services rendered until it is able to compensate Extranome fully in cash.
Going Concern
The Company's financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern that contemplates the realization of assets and liquidation of liabilities in the normal course of business.
The Company’s accumulated operating loss since inception is $2,193,432.($3,078,901). As of September 30, 2010,March 31, 2011, the Company has total liabilities of $952,922$1,211,817 compared to total assets of $311,66$361,070, limited cash on hand in the amount of $23,678,$22,191, and stockholders’ deficit of ($641,260)850,747).
The Company will actively pursue its business activities, offer noncash consideration, secure additional or refinance the debt and/or raise equity as a means of financing its operations and meet the credit obligations. If the Company is unable to return to its profitability or obtain necessary financing, it may substantially curtail or terminate its operations or seek other business opportunities through strategic alliances, acquisitions or other arrangements that may dilute the interests of existing stockholders. The company’s management is currently seeking additional capital to support operations, but has not received any firm or other commitments from any parties and may or may not, be successful in obtaining capital sufficient to perpetuate the operations of the Company.
Evolving Industry Standards; Rapid Technological Changes
The Company's success in its business will depend in part upon its continued ability to enhance its existing products and services, to introduce new products and services quickly and cost effectively to meet evolving customer needs, to achieve market acceptance for new product and service offerings and to respond to emerging industry standards and other technological changes. There can be no assurance that the Company will be able to respond effectively to technological changes or new industry standards. Moreover, there can be no assurance that competitors of the Company will not develop competitive products, or that any such competitive products will not have an adverse effect upon the Company's operating results.
Moreover, management intends to continue to implement "best practices" and other established process improvements in its operations going forward. There can be no assurance that the Company will be successful in refining, enhancing and developing its operating strategies and systems going forward, that the costs associated with refining, enhancing and developing such strategies and systems will not increase significantly in future periods or that the Company's existing software and technology will not become obsolete as a result of ongoing technological developments in the marketplace.
Sufficiency of Cash Flows
Because current cash balances and projected cash generation from operations are not sufficient to meet the Company's cash needs for working capital and capital expenditures, management intends to seek additional equity or obtain additional credit facilities. The sale of additional equity could result in additional and substantial dilution to the Company's shareholders. A portion of the Company's cash may be used to acquire or invest in complementary businesses or products or to obtain the right to use complementary technologies. From time to time, in the ordinary course of business, the Company evaluates potential acquisitions of such businesses, products or technologies.
Results of Operations at September 30, 2010March 31, 2011 compared to December 31, 20092010
Assets. Our total assets were $311,662$361,070 at September 30, 2010March 31, 2011 compared to $232,047$341,483 as of December 31, 20092010 primarily as a result of the acquisition of property, the development of our Software Asset, addition of some inventory, and a small increase in cash.Asset.
Liabilities. Our total liabilities were $952,922$1,211,817 at September 30, 2010March 31, 2011 compared to $610,366$1,052,684 at December 31, 2009.2010. This increase was primarily due to an increase in Accounts Payable to Extranome (Related Party), a small decrease in Accounts Payable, anand increase in long term Convertible Note and Shareholder Notes and Advances, and the addition of two Convertible Notes.Note.
Total Stockholders’ Deficit. Our stockholders’ deficit was ($641,260)$850,747 at September 30, 2010March 31, 2011 compared to ($378,328)$711,201 at December 31, 2009.2010. This increase in deficit was primarily due to continuingincreased losses offset some by additional paid in capital, but primarily funded by Liabilities.capital.
Results of Operations for the three months ended September 30, 2010March 31, 2011 compared to the three months ended September 30, 2009March 31, 2010.
Revenues. Our revenues were $0$619 for the three months ended September 30, 2010,March 31, 2011, compared with $0 for the three months ended September 30, 2009.March 31, 2010. The revenue for the quarter ended March 31, 2009 was due to a sale of several units of the My Health Trends weight control products to one customer and recognition of 3 months of subscription revenue from another customer.
Research & Development expenses. Research & Development costs were $90,000$47,250 for the three months ended September 30, 2010,March 31, 2011, compared to $0$65,250 for the three months ended September 30, 2009. The increaseMarch 31, 2010 reflecting a decrease in research & development costs forexpenditures in this time period is attributed to research into two new products, which are extensionsaspect of the My Pain Away product line.business.
Sales & Marketing expenses. Sales & Marketing costs were $59,440$73,874 for the three months ended September 30, 2010,March 31, 2011, compared to $40,463$51,883 for the three months ended September 30, 2009.March 31, 2010. The increase in sales & marketing costs for this time period is attributed to increasing marketing efforts related to company products.
General & Administrative Personnel expenses. General & Administrative Personnel Expenses were $108,660 for the three months ended September 30, 2010, compared to $158,403 for the three months ended September 30, 2009. The decrease in General & Administrative Personnel Expenses for this time period is attributed to a shift in resources towards Research & Development.
Professional Service Fees expenses. Professional Services Fees were $16,755 for the three months ended September 30, 2010, compared to $10,927 for the three months ended September 30, 2009. The increase in Professional Service Fees for this time period is attributed to increased legal costs, offset by slightly decreased accounting fees.
Other miscellaneous operating expenses. Other miscellaneous operating expenses include general and administrative expenses, legal and professional fees and other miscellaneous expenses. Our total miscellaneous operating expenses were $6,079$174,484 for the three months ended September 30, 2010,March 31, 2011, compared to $8,176$180,906 for the three months ended September 30, 2009. The decrease inMarch 31, 2010. Other miscellaneous operating expensesdecreased because of an increase in consulting fees for this time period is attributed togeneral administration of $126,632 for the three months ended March 31, 2011 from $69,853 for the three months ended March 31, 2010, which was more than offset by a decrease in FDA applicationprofessional service fees of $28,730 for the three months ended March 31, 2011 from $2,105 to $0.$74,434 for the three months ended March 31, 2010, and a decrease in other miscellaneous expenses themselves of $19,122 for the three months ended March 31, 2011 from $36,619 for the three months ended March 31, 2010.
Net Loss. We had a net loss of ($249,955) for$312,822 the three months ended September 30, 2010,March 31, 2011, compared to a net loss of ($223,386)$305,312 for the three months ended September 30, 2009.March 31, 2010. This increase in net loss is due, primarilyother than as described above, to an increase in Research & Development and Sales & Marketing Expenses.
Results of Operations for the nine months ended September 30, 2010 compared to the nine months ended September 30, 2009
Revenues. Our revenues were $0 for the nine months ended September 30, 2010, compared with $9,003 for the nine months ended September 30, 2009. The decrease is attributable to no customer purchases placed nor delivered during the nine months ended September 30, 2010.
Research & Development expenses. Research & Development costs were $201,000 for the nine months ended September 30, 2010, compared to $0 for the nine months ended September 30, 2009. The increase in research & development costs for this time period is attributed to research into two new products, which are extensions of the My Pain Away product line.
Sales & Marketing expenses. Sales & Marketing costs were $172,414 for the nine months ended September 30, 2010, compared to $91,108 for the nine months ended September 30, 2009. The increase in sales & marketing costs for this time period is attributed to increasing marketing efforts related to company products.
General & Administrative Personnel expenses. General & Administrative Personnel Expenses were $364,461 for the nine months ended September 30, 2010, compared to $364,122 for the nine months ended September 30, 2009. General & Administrative Personnel Expenses for this time period were essentially unchanged.
Professional Service Fees expenses. Professional Services Fees were $65,313 for the nine months ended September 30, 2010, compared to $33,036 for the nine months ended September 30, 2009. The increase in Professional Service Fees for this time period is attributed to increased legal costs, offset by decreased accounting fees.
Other miscellaneous operating expenses. Other miscellaneous operating expenses were $36,203 for the nine months ended September 30, 2010, compared to $37,825 for the nine months ended September 30, 2009. The small decrease in Other miscellaneous operating expenses for this time period is attributed to a decrease in trademark and patent fees from $22,195 to $2,464, offset by a new Directors & Officers Insurance policy, filing fees associated with delivering stock certificates, as well as a slight increase in most other general business expenses.
Net Loss. We had a net loss of $831,053 for the nine months ended September 30, 2010, compared to a net loss of $527,464 for the nine months ended September 30, 2009. This increase in net loss is due primarily to an increase in Research & Development, Sales & Marketing Expenses, and Professional Service Fees.interest expense.
Liquidity and Capital Resources; Going Concern
Cash Balance. At September 30, 2010,March 31, 2011, we had $23,678$22,191 cash on-hand and our stockholder’s deficit was ($641,260)850,747), and there is substantial doubt as our ability to continue as a going concern. We anticipate incurring losses in the near future. We do not have an established source of revenue sufficient to cover our operating costs in the next 12 months. Our ability to continue as a going concern is dependent upon our ability to successfully compete, operate profitably and/or raise additional capital through other means. If we are unable to reverse our losses, we will have to discontinue operations.
Off –Balance Sheet Operations
The Company does not have any off-balance sheet operations.
CRITICAL ACCOUNTING POLICIES
The Company’s financial statements included herein were prepared in accordance with United States generally accepted accounting principles. Significant accounting policies are as follows:
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, which affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.
b.Cash and Cash Equivalents
| b. | Cash and Cash Equivalents |
Cash and cash equivalents are considered to be all highly liquid investments purchased with an initial maturity of three (3) months or less.
The Company complies with the provisions of FASB ACS 740 “SFAS No. 109 “Accounting for Income Taxes”. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts and are based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred income tax assets to the amount expected by management in management’s quarterly financial review and based on available evidence, that is more likely than not to be realized.
d.Fair Value of Financial Instruments
| d. | Fair Value of Financial Instruments |
The carrying value of cash equivalents, software development costs, and accrued expenses approximates fair value.
Revenue is recognized in accordance with FASB ASC 605, “Revenue Recognition”. The Company recognizes revenue when the significant risks and rewards of ownership have been transferred to the customer pursuant to applicable laws and regulations, including factors such as when there has been evidence of a sales arrangement, delivery has occurred, or service havehas been rendered, the price to the buyer is fixed or determinable, and collectability is reasonably assured.
Evidence of a sales arrangement and a fixed or determinable price can be provided by a purchase order from the customer or from the customer paying for and accepting the product. Unlessproduct
In the case of product sale, unless indicated differently in a contract between the customer and the Company, the Company assumes delivery to have occurred and title to have passed upon receipt of the product by the customer. Because the Company does not have a history with its customers yet, it assures collectability by recognizing revenue only after payment for product is received.
TheConcurrent with sale of the product, the customer often purchases access to our web portal for a specified term, often one year. If the customer pays for that access in advance, which is often the case, then the revenue is recognized equally during the period of access purchased.
Other than the web portal access, if applicable, the Company has no significant post delivery obligations and its customers do not have any significant refund rights, acceptance terms, discounts, or other terms that serve to reduce the amount recorded relative to the sales price nor to delay the timing of recognition of revenue.
f.Software Development Costs
| f. | Software Development Costs |
The Company complies with the provisions of FASB ACS 985-20SFAS No. 86 “Accounting for the Costs of Computer Software to Be Sold, Leased, or Otherwise Marketed”. The Software Application Asset is for software that will be used in the company’s products and began being capitalized after technological feasibility was established, which as required by FASB ACS 985-20SFAS No. 86, was after a working model was delivered to BAETA Corp and the working model software was tested for completeness, functionality, and consistency with expected product design. The testing was performed by the vendor that developed and delivered the product as well as by BAETA Corp and select potential customers. Capitalized software costs will begin being amortized when the software product is available for general release to customers. The asset is reviewed for impairment at an executive management meeting quarterly, during the review of the Company’s financial results. Impairment is reviewed on a product-by-product basis by comparing the unamortized capitalized costs to the asset’s net realizable value. The amount by which the unamortized capitalized costs exceed the net realizable value would be recognized as an impairment charge.
The Company complies with the provisions of FASB ACS 718SFAS No. 123R “Compensation - StockAccounting for Stock-Based Compensation”. The company uses the Black-Scholes-Merton closed-form model to value itsit’s stock options. Using that model, the Company includes as inputs to the model assumptions for the exercise price of each option, the expected term of each option, the current price of the underlying share, the expected volatility in the price of the underlying share for the expected term of each option, the expected dividends on the underlying share for the expected term of each option, and the risk free rate for the expected term of each option.
The exercise date of each option is included on the contractual agreements with each compensated provider. To estimate the expected term of options, the company used the “simplified” method as allowed in SEC Staff Accounting Bulletin: Codification of Staff Accounting Bulletins Topic 14: “Share-Based Payment”.Bulletin No. 110. The price of the underlying share is valued at the time of option grant with the most relevant measurement at the time being either current stock price of the company stock in a recent private placement or equity offering or vendor invoice/contract that most closely reflects the value of services performed or product delivered.delivered.. Volatility is estimated by using the implied volatility a comparable company that is public, with publicly traded options, that is in a similar industry, with a similar product set, at a stage of life and size as close to the Company as possible for the set of similar companies with publicly traded options. The Company is using implied volatility, because historic volatility for the Company does not exist and is not practicable to obtain from comparable companies. There are no dividends expected to be paid on the underlying shares during the expected term of any options. And, the risk free rate is obtained from the yield on a similar term U.S. Treasury.
Stock issued for services rendered is valued at the time of service with the most relevant measurement at the time being either current stock price of the company stock in a recent private placement or equity offering or vendor invoice/contract that most closely reflects the value of services performed or product delivered.
Inventories are stated at the lower of average costs incurred or estimated net realizable value. Major types of inventories include materials and supplies.
j.Property, Plant and Equipment
| j. | Property, Plant and Equipment |
Property, Plant and Equipment is capitalized at historical cost. Property, Plant and Equipment for the Company currently consists of Computer and Office Equipment and of Tooling. Computer and Office Equipment is depreciated over the time of its useful life. Tooling is depreciated in proportion to the units produced by the related tooling relative to the total number of units the tooling is expected to be able to produce. Each asset in Property, Plant and Equipment is reviewed for impairment at an executive management meeting quarterly, during the review of the Company’s financial results, and an impairment charge would be recognized if the carrying amount of the asset is not recoverable and exceeds its fair value. Expenditures incurred that enhance the productivity of the asset and/or extends the existing asset's life are capitalized. Expenditures for typical normal wear and tear items are expensed when incurred.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
N/A.
Item 4T. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934 (“Exchange Act”), the Company carried out an evaluation, with the participation of the Company’s management, including the Company’s Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”) (the Company’s principal financial and accounting officers), of the effectiveness of the Company’s disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report.
Based on their evaluation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of September 30, 2010,March 31, 2011, our Principal Executive Officer and Principal Financial Officer have concluded that our disclosure controls and procedures were not effective to ensure that the information required to be disclosed by us in this Report was recorded, processed, summarized and reported accurately, completely, and within the time periods specified in the SEC’s rules and instructions for Form 10-Q.
Our Principal Executive Officer and Principal Financial Officer have concluded that our disclosure controls and procedures had the following material weaknesses:
| | · | We were unable to maintain any segregation of duties within our financial operations due to our reliance on limited personnel in the finance function. While this control deficiency did not result in any audit adjustments to our 2007 through 20102011 interim or annual financial statements, it could have resulted in a material misstatement that might have been prevented or detected by a segregation of duties. |
| | · | The Company’s current accounting staff is relatively small and the Company’s resources are limited given its size; |
| | · | The Company lacks sufficient resources to perform the internal audit function and does not have an Audit Committee; |
| | · | We do not have an independent Board of Directors, nor do we have a board member designated as an independent financial expert for the Company. The Board of Directors is comprised of two members of management. As a result, there may be lack of independent oversight of the management team, lack of independent review of our operating and financial results, and lack of independent review of disclosures made by the Company; and |
| | · | Documentation of all proper accounting procedures is not yet complete. |
To the extent reasonably possible given our limited resources, we intend to take measures to cure the aforementioned material weaknesses, including, but not limited to, the following:
| | · | Considering the engagement of consultants to assist in ensuring that accounting policies and procedures are consistent across the organization and that we have adequate control over financial statement disclosures; |
| | · | Hiring additional qualified financial personnel on a full-time basis; |
| | · | Expanding our current board of directors to include additional individuals willing to perform directorial functions; and |
| | · | Increasing our workforce in preparation for exiting the exploration stage and commencing revenue producing operations. |
Since the recited remedial actions will require that we hire or engage additional personnel, these material weaknesses may not be overcome in the near term due to our limited financial resources. Until such remedial actions can be realized, we will continue to rely on the advice of outside professionals and consultants.
Due to limited funding and cash on hand, we have not been able to implement any of the above-mentioned remedies to cure our existing weaknesses. Contingent upon our ability to raise financing and generate revenue in the short term, we anticipate that these corrective initiatives will be at least partially, if not fully, implemented by December 31, 2011.
Changes in Internal Controls
No change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the three months ended September 30, 2010March 31, 2011 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
PART II
OTHER INFORMATION
Item 1. Legal Proceedings.
The Company is currently not a party to any pending legal proceedings and no such action by or to the best of its knowledge, against the Company has been threatened.
Item 1A. Risk Factors.
N/A.
Item 2. Unregistered Sale of Equity Securities and Use of Proceeds.
On June 22, 2010,April 8, 2011, the Company issued 30,000 shares of Common Stock due to Extranome pursuant to the Software Development Contract between BAETA Corp. and Extranome, Inc. As noted above, our President and Chairman, Dr. Alexander Gak, is the 100% owner of Extranome. Therefore he is deemed to beneficially own these 30,000 shares as he maintains voting and dispositive control over Extranome.
| Sub-Total: | 24,215,686shares of Common Stock outstanding after this issuance. |
On April 29, 2011, the Company issued 5,000 shares of its common stock to a qualifiedEugene Gribov. The Company issued the stock in consideration for technology services rendered as the Company’s Chief Tech Officer and sophisticated investor. The sale was made in accordance withupon reliance on the exemption from registration pursuant to Section 4(2) underrequirements of the Securities Act of 1933, as itamended, provided under Section 4(2) promulgated thereunder as the issuance of the stock did not constituteinvolve a public offering of securities. The
| Sub-Total: | 24,220,686 shares of Common Stock outstanding after this issuance. |
On April 29, 2011, the Company sold 20,000issued 11,667 shares of its common stock to Leonid Pushkantser. The Company issued the stock in consideration for executive services rendered as the Company’s Chief Executive Officer and upon reliance on the exemption from registration requirements of the Securities Act of 1933, as amended, provided under Section 4(2) promulgated thereunder as the issuance of the stock did not involve a public offering of securities.
| Sub-Total: | 24,232,353 shares of Common Stock outstanding after this issuance. |
On April 29, 2011, the Company issued 30,000 shares of Common Stock par value $0.0001 per share, at a purchase price of $0.25 per share,due to Extranome pursuant to the investor for an aggregateSoftware Development Contract between BAETA Corp. and Extranome, Inc. As noted above, our President and Chairman, Dr. Alexander Gak, is the 100% owner of $5,000.Extranome. Therefore he is deemed to beneficially own these 30,000 shares as he maintains voting and dispositive control over Extranome.
| Sub-Total: | 24,262,353shares of Common Stock outstanding after this issuance. |
On JuneApril 29, 2010,2011, the Company issued 11,5605,000 shares of its common stock to Leroy and Lisbet Smith. The Company issued the stock in consideration for marketing consultation services rendered by Mr. Smith as the Company’s Chief Marketing Officer and upon reliance on the exemption from registration requirements of the Securities Act of 1933, as amended, provided under Section 4(2) promulgated thereunder as the issuance of the stock did not involve a public offering of securities.
| Sub-Total: | 24,267,353 shares of Common Stock outstanding after this issuance. |
On JuneApril 29, 2010,2011, the Company issued 30,00010,000 shares of Common Stock dueits common stock to Extranome pursuant to the Software Development Contract (Exhibit 10.12) between BAETA Corp. and Extranome, Inc. As noted above, our President and Chairman, Dr. Alexander Gak, is the 100% owner of Extranome. Therefore he is deemed to beneficially own these 30,000 shares as he maintains voting and dispositive control over Extranome.
On June 29, 2010, the Company issued 8,334 shares of Common Stock to Boris Mordkovich MD.Michael Semenovski. The Company issued the stock in consideration for product development services, in accordance with the August 2009 consulting agreement between BAETA Corp. and Boris Mordkovich MD, and issued upon reliance on the exemption from registration requirements of the Securities Act of 1933, as amended, provided under Section 4(2) promulgated thereunder as the issuance of the stock did not involve a public offering of securities.
On June 29, 2010, the Company issued 5,000 shares of its common stock to Eugene Gribov. The Company issued the stock in consideration for technologyexecutive services rendered as the Company’s Chief TechMedical Officer pursuant to an Agreement executed between BAETA Corp. and Mr. Semenovski on March 1, 2011, and upon reliance on the exemption from registration requirements of the Securities Act of 1933, as amended, provided under Section 4(2) promulgated thereunder as the issuance of the stock did not involve a public offering of securities.
| Sub-Total: | 24,277,353 shares of Common Stock outstanding after this issuance. |
On JuneApril 29, 2010,2011, the Company issued 11,6675,000 shares of its common stock to Leonid Pushkantser.Richard Kline PhD. The Company issued the stock in consideration for executiveconsulting services rendered, as the Company’s Chief Executive Officer and upon reliance on the exemption from registration requirements of the Securities Act of 1933, as amended, provided under Section 4(2) promulgated thereunder as the issuance of the stock did not involve a public offering of securities.
| Sub-Total: | 24,282,353 shares of Common Stock outstanding after this issuance. |
On JuneApril 29, 2010,2011, the Company issued 5,000 shares of its common stock to Joseph Cusack.Keith Palacz. The Company issued the stock in consideration for consulting services rendered as the Company’s Product Sales Services consultant pursuant to an Agreement executed between BAETA Corp. and Mr. Cusack on January 1, 2010, and upon reliance on the exemption from registration requirements of the Securities Act of 1933, as amended, provided under Section 4(2) promulgated thereunder as the issuance of the stock did not involve a public offering of securities.
On June 29, 2010, the Company purchased 304,000 shares of its outstanding common stock from Douglas A. Rogers. The entirety of the 304,000 shares were then designated as treasury stock, and subsequently retired. Upon retirement, 304,000 of these shares were applied back to the Company’s authorized but unissued common stock.
On July 12, 2010, the Company issued its common stock to a qualified and sophisticated investor. The sale was made in accordance with the exemption from registration pursuant to Section 4(2) under the Securities Act, as it did not constitute a public offering of securities. The Company sold 40,000 shares of its Common Stock, par value $0.0001 per share, at a purchase price of $0.25 per share, to the investor for an aggregate of $10,000.
On July 12, 2010, the Company issued its common stock to a qualified and sophisticated investor. The sale was made in accordance with the exemption from registration pursuant to Section 4(2) under the Securities Act, as it did not constitute a public offering of securities. The Company sold 20,000 shares of its Common Stock, par value $0.0001 per share, at a purchase price of $0.25 per share, to the investor for an aggregate of $5,000.
On July 14, 2010, the Company issued its common stock to a qualified and sophisticated investor. The sale was made in accordance with the exemption from registration pursuant to Section 4(2) under the Securities Act, as it did not constitute a public offering of securities. The Company sold 50,000 shares of its Common Stock, par value $0.0001 per share, at a purchase price of $0.50 per share, to the investor for an aggregate of $25,000.
On July 22, 2010, the Company issued its common stock to a qualified and sophisticated investor. The sale was made in accordance with the exemption from registration pursuant to Section 4(2) under the Securities Act, as it did not constitute a public offering of securities. The Company sold 20,000 shares of its Common Stock, par value $0.0001 per share, at a purchase price of $0.50 per share, to the investor for an aggregate of $10,000.
On July 27, 2010, the Company issued its common stock to a qualified and sophisticated investor. The sale was made in accordance with the exemption from registration pursuant to Section 4(2) under the Securities Act, as it did not constitute a public offering of securities. The Company sold 20,000 shares of its Common Stock, par value $0.0001 per share, at a purchase price of $0.50 per share, to the investor for an aggregate of $10,000.
On July 29, 2010, the Company issued 14,100 shares of its common stock to Leroy and Lisbet Smith. The Company issued the stock in consideration for marketing consultation services rendered by Mr. Smith as the Company’s Chief Marketing Officer and upon reliance on the exemption from registration requirements of the Securities Act of 1933, as amended, provided under Section 4(2) promulgated thereunder as the issuance of the stock did not involve a public offering of securities.
On July 29, 2010, the Company issued 30,000 shares of Common Stock due to Extranome pursuant to the Software Development Contract (Exhibit 10.12) between BAETA Corp. and Extranome, Inc. As noted above, our President and Chairman, Dr. Alexander Gak, is the 100% owner of Extranome. Therefore he is deemed to beneficially own these 30,000 shares as he maintains voting and dispositive control over Extranome.
On July 29, 2010, the Company issued 8,334 shares of Common Stock to Boris Mordkovich MD. The Company issued the stock in consideration for product development services, in accordance with the August 2009 consulting agreement between BAETA Corp. and Boris Mordkovich MD, and issued upon reliance on the exemption from registration requirements of the Securities Act of 1933, as amended, provided under Section 4(2) promulgated thereunder as the issuance of the stock did not involve a public offering of securities.
On July 29, 2010, the Company issued 5,000 shares of its common stock to Eugene Gribov. The Company issued the stock in consideration for technology services rendered as the Company’s Chief Tech Officer and upon reliance on the exemption from registration requirements of the Securities Act of 1933, as amended, provided under Section 4(2) promulgated thereunder as the issuance of the stock did not involve a public offering of securities.
On June 29, 2010, the Company issued 11,667 shares of its common stock to Leonid Pushkantser. The Company issued the stock in consideration for executive services rendered as the Company’s Chief Executive Officer and upon reliance on the exemption from registration requirements of the Securities Act of 1933, as amended, provided under Section 4(2) promulgated thereunder as the issuance of the stock did not involve a public offering of securities.
On July 29, 2010, the Company issued 5,000 shares of its common stock to Joseph Cusack. The Company issued the stock in consideration for consulting services rendered as the Company’s Product Sales Services consultant pursuant to an Agreement executed between BAETA Corp. and Mr. Cusack on January 1, 2010, and upon reliance on the exemption from registration requirements of the Securities Act of 1933, as amended, provided under Section 4(2) promulgated thereunder as the issuance of the stock did not involve a public offering of securities.
On July 29, 2010, the Company issued 3,000 shares of its common stock to Vesta Caldwell. The Company issued the stock in consideration for sales consulting services rendered as the Company’s Product Sales consultant pursuant to an Agreement executed between BAETA Corp. and Ms. Caldwell on August 16, 2010, and upon reliance on the exemption from registration requirements of the Securities Act of 1933, as amended, provided under Section 4(2) promulgated thereunder as the issuance of the stock did not involve a public offering of securities.
On August 9, 2010, pursuant to an Agreement dated July 14, 2010, Dr. Alexander Gak and Mr. Leonid Pushkantser entered into a Private Securities Purchase Agreement, whereby Dr. Gak sold 4,000,000 shares of his personal holdings and ownership in BAETA Corp., and 20 Shares of his personal holdings and ownership of Series A Preferred Stock, to Mr. Pushkantser in consideration of one dollar ($1.00). The Company was not a party to this transaction, and therefore did not issue any securities in connection with this transaction. (Transfer Agent) Please reflect this transaction on the certified shareholders list of the Company.
On August 29, 2010, the Company issued 8,925 shares of its common stock to Leroy and Lisbet Smith. The Company issued the stock in consideration for marketing consultation services rendered by Mr. Smith as the Company’s Chief Marketing Officer and upon reliance on the exemption from registration requirements of the Securities Act of 1933, as amended, provided under Section 4(2) promulgated thereunder as the issuance of the stock did not involve a public offering of securities.
On August 29, 2010, the Company issued 30,000 shares of Common Stock due to Extranome pursuant to the Software Development Contract between BAETA Corp. and Extranome, Inc. As noted above, our President and Chairman, Dr. Alexander Gak, is the 100% owner of Extranome. Therefore he is deemed to beneficially own these 30,000 shares as he maintains voting and dispositive control over Extranome.
On August 29, 2010, the Company issued 8,334 shares of Common Stock to Boris Mordkovich MD. The Company issued the stock in consideration for product development services, in accordance with the August 2009 consulting agreement between BAETA Corp. and Boris Mordkovich MD, and issued upon reliance on the exemption from registration requirements of the Securities Act of 1933, as amended, provided under Section 4(2) promulgated thereunder as the issuance of the stock did not involve a public offering of securities.
On August 29, 2010, the Company issued 5,000 shares of its common stock to Eugene Gribov. The Company issued the stock in consideration for technology services rendered as the Company’s Chief Tech Officer and upon reliance on the exemption from registration requirements of the Securities Act of 1933, as amended, provided under Section 4(2) promulgated thereunder as the issuance of the stock did not involve a public offering of securities.
On August 29, 2010, the Company issued 11,667 shares of its common stock to Leonid Pushkantser. The Company issued the stock in consideration for executive services rendered as the Company’s Chief Executive Officer and upon reliance on the exemption from registration requirements of the Securities Act of 1933, as amended, provided under Section 4(2) promulgated thereunder as the issuance of the stock did not involve a public offering of securities.
On August 29, 2010, the Company issued 5,000 shares of its common stock to Joseph Cusack. The Company issued the stock in consideration for consulting services rendered as the Company’s Product Sales Services consultant pursuant to an Agreement executed between BAETA Corp. and Mr. Cusack on January 1, 2010, and upon reliance on the exemption from registration requirements of the Securities Act of 1933, as amended, provided under Section 4(2) promulgated thereunder as the issuance of the stock did not involve a public offering of securities.
On August 29, 2010, the Company issued 1,100 shares of its common stock to Vesta Caldwell. The Company issued the stock in consideration for sales consulting services rendered as the Company’s Product Sales consultant pursuant to an Agreement executed between BAETA Corp. and Ms. Caldwell on August 16, 2010, and upon reliance on the exemption from registration requirements of the Securities Act of 1933, as amended, provided under Section 4(2) promulgated thereunder as the issuance of the stock did not involve a public offering of securities.
On September 13, 2010, the Company issued 22,000 shares of its common stock to AGS Capital Group, LLC. The Company issued the stock in consideration for due diligence and document preparation fees in connection with that certain Reserve Equity Financing Agreement dated September 28, 2010, between the Company and AGS Capital Group, LLC, and upon reliance on the exemption from registration requirements of the Securities Act of 1933, as amended, provided under Section 4(2) promulgated thereunder as the issuance of the stock did not involve a public offering of securities.
On September 28, 2010, the Company issued 8,925 shares of its common stock to Leroy and Lisbet Smith. The Company issued the stock in consideration for marketing consultation services rendered by Mr. Smith as the Company’s Chief Marketing Officer and upon reliance on the exemption from registration requirements of the Securities Act of 1933, as amended, provided under Section 4(2) promulgated thereunder as the issuance of the stock did not involve a public offering of securities.
On September 28, 2010, the Company issued 30,000 shares of Common Stock due to Extranome pursuant to the Software Development Contract (Exhibit 10.12) between BAETA Corp. and Extranome, Inc. As noted above, our President and Chairman, Dr. Alexander Gak, is the 100% owner of Extranome. Therefore he is deemed to beneficially own these 30,000 shares as he maintains voting and dispositive control over Extranome.
On September 28, 2010, the Company issued 5,000 shares of its common stock to Eugene Gribov. The Company issued the stock in consideration for technology services rendered as the Company’s Chief Tech Officer and upon reliance on the exemption from registration requirements of the Securities Act of 1933, as amended, provided under Section 4(2) promulgated thereunder as the issuance of the stock did not involve a public offering of securities.
On September 28, 2010, the Company issued 11,667 shares of its common stock to Leonid Pushkantser. The Company issued the stock in consideration for executive services rendered as the Company’s Chief Executive Officer and upon reliance on the exemption from registration requirements of the Securities Act of 1933, as amended, provided under Section 4(2) promulgated thereunder as the issuance of the stock did not involve a public offering of securities.
On September 28, 2010, the Company issued 5,000 shares of its common stock to Joseph Cusack. The Company issued the stock in consideration for consulting services rendered as the Company’s Product Sales Services consultant pursuant to an Agreement executed between BAETA Corp. and Mr. Cusack on January 1, 2010, and upon reliance on the exemption from registration requirements of the Securities Act of 1933, as amended, provided under Section 4(2) promulgated thereunder as the issuance of the stock did not involve a public offering of securities.
On September 28, 2010, the Company issued 1,100 shares of its common stock to Vesta Caldwell. The Company issued the stock in consideration for sales consulting services rendered as the Company’s Product Sales consultant pursuant to an Agreement executed between BAETA Corp. and Ms. Caldwell on August 16, 2010, and upon reliance on the exemption from registration requirements of the Securities Act of 1933, as amended, provided under Section 4(2) promulgated thereunder as the issuance of the stock did not involve a public offering of securities.
On October 28, 2010, the Company issued its common stock to a qualified and sophisticated investor. The sale was made in accordance with the exemption from registration pursuant to Section 4(2) under the Securities Act, as it did not constitute a public offering of securities. The Company sold 20,000 shares of its Common Stock, par value $0.0001 per share, at a purchase price of $0.25 per share, to the investor for an aggregate of $5,000.
On October 29, 2010, the Company issued 9,950 shares of its common stock to Dr. Anroy Ottley. The Company issued the stock in consideration for consulting services rendered to the Company for clinical research services rendered, and upon reliance on the exemption from registration requirements of the Securities Act of 1933, as amended, provided under Section 4(2) promulgated thereunder as the issuance of the stock did not involve a public offering of securities.
| Sub-Total: | 24,287,353 shares of Common Stock outstanding after this issuance. |
On OctoberApril 29, 2010,2011, the Company issued 7,825200,000 shares of its common stock to Leroy and Lisbet Smith.Virginia K. Sourlis, Esq. The Company issued the stock in consideration for marketing consultation services rendered by Mr. Smith as the Company’s Chief Marketing Officer and upon reliance on the exemption from registration requirements of the Securities Act of 1933, as amended, provided under Section 4(2) promulgated thereunder as the issuance of the stock did not involve a public offering of securities.
On October 29, 2010, the Company issued 30,000 shares of Common Stock due to Extranome pursuant to the Software Development Contract (Exhibit 10.12) between BAETA Corp. and Extranome, Inc. As noted above, our President and Chairman, Dr. Alexander Gak, is the 100% owner of Extranome. Therefore he is deemed to beneficially own these 30,000 shares as he maintains voting and dispositive control over Extranome.
On October 29, 2010, the Company issued 5,000 shares of its common stock to Eugene Gribov. The Company issued the stock in consideration for technology services rendered as the Company’s Chief Tech Officer and upon reliance on the exemption from registration requirements of the Securities Act of 1933, as amended, provided under Section 4(2) promulgated thereunder as the issuance of the stock did not involve a public offering of securities.
On October 29, 2010, the Company issued 5,000 shares of its common stock to Joseph Cusack. The Company issued the stock in consideration for consulting services rendered as the Company’s Product Sales Services consultant pursuant to an Agreement executed between BAETA Corp. and Mr. Cusack on January 1, 2010, and upon reliance on the exemption from registration requirements of the Securities Act of 1933, as amended, provided under Section 4(2) promulgated thereunder as the issuance of the stock did not involve a public offering of securities.
On October 29, 2010, the Company issued 11,667 shares of its common stock to Leonid Pushkantser. The Company issued the stock in consideration for executive services rendered as the Company’s Chief Executive Officer and upon reliance on the exemption from registration requirements of the Securities Act of 1933, as amended, provided under Section 4(2) promulgated thereunder as the issuance of the stock did not involve a public offering of securities.
On October 29, 2010, the Company issued 1,100 shares of its common stock to Vesta Caldwell. The Company issued the stock in consideration for sales consulting services rendered as the Company’s Product Sales consultant pursuant to an Agreement executed between BAETA Corp. and Ms. Caldwell on August 16, 2010, and upon reliance on the exemption from registration requirements of the Securities Act of 1933, as amended, provided under Section 4(2) promulgated thereunder as the issuance of the stock did not involve a public offering of securities.
On October 29, 2010, the Company issued 3,300 shares of its common stock to Joel Shu. The Company issued the stock in consideration for consulting services rendered to the Company for clinical researchprofessional legal services rendered and upon reliance on the exemption from registration requirements of the Securities Act of 1933, as amended, provided under Section 4(2) promulgated thereunder as the issuance of the stock did not involve a public offering of securities.
On October 29, 2010, the Company issued 2,900 shares of its common stock to Arthur Chester Stowe. The Company issued the stock in consideration for consulting services rendered to the Company for clinical research services rendered, and upon reliance on the exemption from registration requirements of the Securities Act of 1933, as amended, provided under Section 4(2) promulgated thereunder as the issuance of the stock did not involve a public offering of securities.| Sub-Total: | 24,487,353 shares of Common Stock outstanding after this issuance. |
On OctoberApril 29, 2010,2011, the Company issued its common stock to Boris Mordkovich, a qualified and sophisticated investor.accredited investor as defined in Rule 501(a) of Regulation D of the Securities Act. The sale was made in accordance with the exemption from registration pursuant to Section 4(2) under the Securities Act, as it did not constitute a public offering of securities. The Company sold 10,00080,000 shares of its Common Stock, par value $0.0001 per share, at a purchase price of $0.50$0.125 per share, to the investorDr. Mordkovich, for an aggregate of $5,000.$10,000.
| Sub-Total: | 24,567,353 shares of Common Stock outstanding after this issuance. |
On November 2, 2010, the Company issued 241,546 shares of its common stock to AGS Capital Group, LLC. The Company issued the stock pursuant to Section 12.4 of the Reserve Equity Financing Agreement dated September 28, 2010, between the Company and AGS Capital Group, LLC, and upon reliance on the exemption from registration requirements of the Securities Act of 1933, as amended, provided under Section 4(2) promulgated thereunder as the issuance of the stock did not involve a public offering of securities.
On November 4, 2010,May 9, 2011, the Company issued its common stock to Anthony Price, a qualified and sophisticated investor.accredited investor as defined in Rule 501(a) of Regulation D of the Securities Act. The sale was made in accordance with the exemption from registration pursuant to Section 4(2) under the Securities Act, as it did not constitute a public offering of securities. The Company sold 200,000220,000 shares of its Common Stock, par value $0.0001 per share, at a purchase price of $0.50$0.25 per share, to the investorDr. Price, for an aggregate of $100,000.$55,000.
Total: 24,787,353 shares of Common Stock outstanding after this issuance, and as of the date of this Report.
All proceeds from the sale of our stock in private transactions are used for general working capital and for development of our product lines.
Item 3. Defaults Upon Senior Securities.
N/A.
Item 4. Submission of Matters to a Vote of Security Holders.
N/A.
Item 5. Other Information.
None.
Item 6. Exhibits.
| Exhibit No. | | Description |
| | | |
| 31.1 | | Certification by Leonid Pushkantser, the Principal Executive Officer of BAETA Corp., pursuant to SEC Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| | | |
| 31.2 | | Certification by Jeff Burkland, the Principal Financial Officer and Principal Accounting Officer of BAETA Corp., pursuant to SEC Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| | | |
| 32.1 | | Certification by Leonid Pushkantser, the Principal Executive Officer of BAETA Corp., pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| | | |
| 32.2 | | Certification by Jeff Burkland, the Principal Financial Officer and Principal Accounting Officer of BAETA Corp., pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, there unto duly authorized.
Dated: NovemberMay 12, 2010
| BAETA Corp. |
| |
| /s/ LEONID PUSHKANTSER |
| Leonid Pushkantser |
| Chief Executive Officer and Director |
| (Principal Executive Officer) |
| |
| /s/ JEFF BURKLAND |
| Jeff Burkland |
| Chief Financial Officer |
| (Principal Financial Officer and |
| Principal Accounting Officer) |