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EX-5.1 - BAETA CORPv171420_ex5-1.htm
EX-23.1 - BAETA CORPv171420_ex23-1.htm
EX-10.19 - BAETA CORPv171420_ex10-19.htm
EX-10.20 - BAETA CORPv171420_ex10-20.htm
EX-10.12.16 - BAETA CORPv171420_ex10-12x16.htm
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-1/A
(Amendment No. 8)

REGISTRATION UNDER THE SECURITIES ACT OF 1933

BAETA CORP.
(Exact name of registrant as specified in its charter)

New Jersey
(State or other jurisdiction of incorporation or organization)

3841
(Primary Standard Industrial Classification Code Number)

26-0722186
(I.R.S. Employer Identification Number)

1 Bridge Plaza
Second Floor, Suite 275
Fort Lee, NJ 07024
(201) 471-0988
(Address, including zip code, and telephone number, including area code, of registrant’s
principal executive offices)

Leonid Pushkantser
1 Bridge Plaza
Second Floor, Suite 275
Fort Lee, NJ 07024
(201) 471-0988
 (Name, address, including zip code, and telephone number, including area code, of agent for service)
 
With a copy to:
 
The Sourlis Law Firm
Virginia K. Sourlis, Esq.
214 Broad Street
Red Bank, New Jersey 07701
www.SourlisLaw.com
Telephone: (732) 530-9007
Facsimile: (732) 530-9008
 
As soon as practicable after this Registration Statement is declared effective. 
(Approximate date of commencement of proposed sale to the public)

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” "non-accelerated filer" and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
 
Large accelerated filer
o
Accelerated filer
o
       
Non-accelerated filer
o
Smaller reporting
company
x

CALCULATION OF REGISTRATION FEE
                         
Title of Each Class of Securities
to be Registered
 
Amount to be
Registered (1)
   
Proposed Maximum
Offering Price Per
Share
   
Proposed Maximum
Aggregate Offering
Price
   
Amount of
Registration Fee
 
Common Stock, par value $0.0001
per share
    915,400 (1)   $ 1.00     $ 915,400     $ 116.00 (2) (3)
 
 
(1)
Pursuant to Rule 415 of the Securities Act, these securities are being offered by the Selling Stockholders named herein on a delayed or continuous basis.
 
(2)
Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(a) under the Securities Act.
 
(3)
The registration fee has been paid previously.

 
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act, or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission (or the “SEC”), acting pursuant to said Section 8(a), may determine.
 
 
 

 
 
SUBJECT TO COMPLETION, DATED JANUARY 14, 2010
 
The information in this prospectus is not complete and may be changed. Our Selling Stockholders may not sell these securities until the Registration Statement filed with the United States Securities and Exchange Commission is effective. This Prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.
 
PROSPECTUS
 
915,400 Shares of Common Stock
 
BAETA CORP, INC.
 
$1.00 per Share
 
This prospectus relates to the resale of up to 915,400 shares of our common stock by the Selling Stockholders named in this prospectus. We are registering the shares on behalf of the Selling Stockholders. To the best of our knowledge, none of the Selling Stockholders are broker-dealers, underwriters or affiliates thereof.
 
We have arbitrarily set an offering price of $1.00 per share of common stock offered through this prospectus. We are paying the expenses of registering these shares. We will not receive any proceeds from this offering.

Our common stock is presently not traded or quoted on any market or securities exchange. The sales price to the public is fixed at $1.00 per share until such time as our common stock is quoted on the Over-The-Counter (OTC) Bulletin Board. Although we intend to request a registered broker-dealer apply to have of our common stock quoted on the OTC Bulletin Board, public trading of our common stock may never materialize or even if materialized, be sustained. If our common stock is quoted on the OTC Bulletin Board, then the sales price to the public will vary according to prevailing market prices on the OTC Bulletin Board or privately negotiated prices by the Selling Stockholders.
 
THESE SECURITIES ARE SPECULATIVE AND INVOLVE A HIGH DEGREE OF RISK AND SHOULD BE CONSIDERED ONLY BY PERSONS WHO CAN AFFORD THE LOSS OF THEIR ENTIRE INVESTMENT. PLEASE REFER TO “RISK FACTORS” BEGINNING ON PAGE 4.
 
THE SECURITIES AND EXCHANGE COMMISSION AND STATE SECURITIES REGULATORS HAVE NOT APPROVED OR DISAPPROVED OF THESE SECURITIES, OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
 
The date of this preliminary prospectus is __________, 2010.

 
ii

 
 
PROSPECTUS
 

 
BAETA CORP.
915,400 SHARES COMMON STOCK
$1.00 per Share
 

 
TABLE OF CONTENTS
 
Item
 
Page
     
Summary
    1
       
Risk Factors
    4
       
Description of Business
    11
       
Description of Properties
    28
       
Legal Proceedings
    28
       
Use of Proceeds
    28
       
Determination of Offering Price
    28
       
Dilution
    29
       
Selling Stockholders
    29
       
Plan of Distribution
    35
       
Directors, Executive Officers, Promoters and Control Persons
    37
       
Security Ownership of Certain Beneficial Owners and Management
    49
       
Description of Securities
    50
       
Interest of Named Experts and Counsel
    54
       
Experts
    54
       
Disclosure of Commission Position of Indemnification for Securities Act Liabilities
    55
       
Organization Within Last Five Years
    55
       
Management’s Discussion and Analysis of Financial Condition and Results of Operations
    55
       
Certain Relationships and Related Transactions and Corporate Governance
    65
       
Market for Common Equity and Related Stockholder Matters
    69
       
Changes in and Disagreements with Accountants and Financial Disclosure
    70
       
Where You Can Find More Information
    71
       
Financial Statements
    F-1

 
iii

 
 
SUMMARY
 
You should read the entire prospectus before making an investment decision to purchase our Common Stock.
 
Our Company, BAETA Corp. (“BAETA,” the “Company,” “we,” “us” and similar terms), designs and markets products for the monitoring, reporting, and recording of pain and other health related products for the hospital and outpatient/consumer settings. BAETA’s current line of products consist of a pain monitoring system known as MyHealthTrends™ For Pain (this product was formerly named MyPainAway) marketed as a consumer product. Additionally, the company is developing MyPillsOntime™, an automatic medication reminder/dispenser system for consumer market, MyHealthID, a patient controlled and managed online repository for personal medical records, as well as a commercial version of MyHealthTrends™ For Pain, for use in the hospital and healthcare facility market that we are working to launch in the fiscal year 2010. Other lines of products currently anticipated for future development include MyHealthTrends™ For Weight Control, intended to assist in weight loss and control, and MyHealthTrends™ For Smoking Cessation, designed to help customers quit smoking.

Organizational History

Incorporated in State of New Jersey on August 14, 2007, we are a development stage medical technology company that develops and manufactures advanced products for use in consumer households and in hospitals and other medical institutions. Our flagship product, MyHealthTrends™ For Pain, is a patent-pending pain management and assessment product targeted for the estimated 25 million chronic pain sufferers in the United States. We successfully launched this product  (formerly named MyPainAway™) and its interactive customer website during the fourth quarter of 2008. Since inception, we have focused our operations towards the development and marketing of our products and the development of our corporate infrastructure, and have not generated any substantial revenue.

Summary Financial Information

The table below summarizes:

 
·
The restated audited financial statements of BAETA Corp. for the fiscal years ended December 31, 2008** and 2007; and
 
·
the unaudited financial statements for the quarter ended September 30, 2009:
 
Balance Sheet Summary:
 
   
At December 31,
2008**
   
At December 31, 2007
   
At September 30, 2009
 
   
(Taken from the
Restated Audited
Financial
Statements*)
   
(Taken from the Audited
Financial Statements*)
   
(Unaudited)
 
Balance Sheet
                 
Cash and Cash Equivalents
  $ 14,475     $ 10,150     $ 1,924  
Total Assets
  $ 82,452     $ 10,471     $ 224,894  
Total Liabilities
  $ 259,011     $ 20,000     $ 499,374  
Total Stockholders’ Deficit
  $ (176,559 )   $ (9,529 )   $ (274,480 )
 
* The auditors did not audit the contents of this table.

 
 

 

Statement of Operations Summary:

   
For the Fiscal Year
Ended December 31,
2008**
   
For the Fiscal Year
Ended December 31,
2007
   
For the Nine
Months Ended
September 30,
2009
   
For the Period
August 14, 2007
(Inception) to
September 30, 2009
 
   
(Taken from the
Restated Audited
Financial Statements*)
   
(Taken from the
Audited Financial
Statements*)
   
(Unaudited)
   
(Unaudited)
 
Statement of Operations:
                       
Revenue
  $ 71.00     $ 0     $ 9,003     $ 9.074  
Net Loss
  $ (548,200 )   $ (11,529 )   $ (527,464 )   $ (1,087,193 )
Net Loss Per Share of Common Stock , basic and diluted
  $ (0.03 )   $ (0.00 )   $ (0.02 )      
* The auditors did not audit the contents of this table.

** Restatement of 2008 Financial Results

On May 26, 2009, Stan J.H. Lee, CPA, CMA, declined to stand for re-election as auditor of BAETA Corp. This decision came with approval by BAETA’s sole director, Dr. Alexander Gak.

Subsequently, the Company hired W.T. Uniack & Co., CPAs, P.C. as independent public auditor going forward, as of 6/30/2009. At this time, Management conducted a review of the December 31, 2008 audited financial statements, and determined that many material errors were present necessitating a re-audit, and as such, directed W.T. Uniack & Co., CPAs, P.C. to re-audit the Company financials for the year ending December 31, 2008. The re-audited and corrected financial statements for the year ending December 31, 2008, are now provided. The errors resulted in a change in Net Income Before Tax from ($596,661) to ($547,700) and Net Income from ($597,193) to ($548,200).

AVAILABLE INFORMATION

Upon the effectiveness of the Company’s registration statement on Form S-1, of which this prospectus is a part, with the Securities and Exchange Commission (“SEC”), the Company will be subject to the reporting and information requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and will therefore be required to file annual and quarterly reports and other reports and statements with the SEC. Such reports and statements will be available free of charge on the SEC’s website, www.sec.gov.

DIVIDEND POLICY

We have never paid or declared dividends on our securities. The payment of cash dividends, if any, in the future is within the discretion of our Board and will depend upon our earnings, our capital requirements, financial condition and other relevant factors. We intend, for the foreseeable future, to retain future earnings for use in our business.

PRINCIPAL EXECUTIVE OFFICES

Our principal executive offices are located at 1 Bridge Plaza, 2nd Floor, Suite 275, Fort Lee, NJ 07024. Our telephone number is (201) 471-0988.

 
2

 
 

 
OFFERING SUMMARY
   
The Issuer:
BAETA Corp., a New Jersey corporation.
   
Selling Stockholders:
The Selling Stockholders named in this prospectus are existing stockholders of our company who purchased shares of our common stock exempt from the registration requirements of the Securities Act of 1933, as amended, or the Securities Act, under Section 4(2) of the Securities Act.
   
Securities Being Offered:
Up to 915,400 shares of our common stock, par value $0.0001 per share.
   
Offering Price:
The offering price of the common stock has been arbitrarily set at $1.00 per share. We intend to request a registered broker-dealer to apply to have our common stock quoted on the OTC Bulletin Board upon our becoming a reporting entity under the Securities Exchange Act of 1934, as amended, or the Exchange Act. If our common stock is quoted on the OTC Bulletin Board and a market for our common stock develops, the actual price of stock will be determined by prevailing market prices at the time of sale or by private transactions negotiated by the Selling Stockholders. The offering price would thus be determined by market factors and the independent decisions of the Selling Stockholders.
   
Minimum Number of Shares to
 
Be Sold in This Offering:
None
   
Capitalization:
Common Stock: 100,000,000 shares authorized; 22,501,052 shares outstanding as of the date of this prospectus.
 
Preferred Stock: 10,000,000 shares authorized; 100 shares of Series A Preferred Stock outstanding. The outstanding shares of Series A Preferred Stock shall vote together with the shares of Common Stock of the Company as a single class and, regardless of the number of shares of Series A Preferred Stock outstanding and as long as at least one of such shares of Series A Preferred Stock is outstanding, shall represent eighty percent (80%) of all votes entitled to be voted at any annual or special meeting of shareholders of the Company or action by written consent of shareholders. Each outstanding share of the Series A Preferred Stock shall represent its proportionate share of the 80% which is allocated to the outstanding shares of Series A Preferred Stock. The outstanding 100 shares of Series A Preferred Shares are held by Dr. Alexander Gak, our President and Chairman.
 
The voting rights of the Company’s Series A Preferred Stock effectively eliminate the voting rights of our common stockholders. Potential investors should consider this as a risk of investment prior to purchasing our common stock. See “Risk Factors”.
   
Common Stock Outstanding
Before and After the Offering:
22,501,052 Shares of our common stock are issued and outstanding as of the date of this prospectus and will continue to be issued and outstanding upon the completion of this offering. All of the common stock to be sold under this prospectus will be sold by existing stockholders.
   
Use of Proceeds:
We will not receive any proceeds from the sale of the common stock by the Selling Stockholders. All of the proceeds of the offering will go to the Selling Stockholders.
   
Risk Factors:
See “Risk Factors” and the other information in this prospectus for a discussion of the factors you should consider before deciding to invest in shares of our common stock.
 
 
3

 
 
RISK FACTORS
 
An investment in our common stock involves a high degree of risk. In addition to the other information in this prospectus, you should carefully consider the following factors in evaluating us and our business before purchasing the shares of common stock offered hereby. This prospectus contains, in addition to historical information, forward-looking statements that involve risks and uncertainties. Our actual results could differ materially. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below, as well as those discussed elsewhere in this prospectus, including the documents incorporated by reference.
 
Risks Related to Our Business
 
We are not currently profitable and may not become profitable.

We have incurred significant operating losses since our formation and expect to incur substantial losses and negative operating cash flows for the foreseeable future, and we may not achieve or maintain profitability. We expect to incur substantial losses for the foreseeable future and may never become profitable. We also expect to continue to incur significant operating and capital expenditures for the next several years and anticipate that our expenses will increase substantially in the foreseeable future. We also expect to experience negative cash flow for the foreseeable future as we fund our operating losses and capital expenditures. As a result, we will need to generate significant revenues in order to achieve and maintain profitability. We may not be able to generate these revenues or achieve profitability in the future. Our failure to achieve or maintain profitability could negatively impact the value of our common stock. At December 31, 2008, we had $14,475 cash on-hand and our stockholder’s deficit was ($176,559), and there is substantial doubt as our ability to continue as a going concern.

We are a development stage company and are subject to all of the complications and difficulties associated with new enterprises.

We have a limited history upon which an evaluation of our prospects and future performance can be made. Our proposed operations are subject to all business risks associated with new enterprises. The likelihood of our success must be considered in light of the problems, expenses, difficulties, complications, and delays frequently encountered in connection with the expansion of a business operation in an emerging industry, and the continued development of advertising, promotions, and a corresponding customer base. There is a possibility that we could sustain losses in the future, and there are no assurances that we will ever operate profitably.

We are an early-stage medical technology company and while our management believes that it can implement our business plan, attract highly talented personnel and develop a market for its products and services, our plan of operations is subject to changing needs of patients, market conditions and various other factors out of our control. For these and other reasons, the purchase of the Shares should only be made by persons who can afford to lose their entire investment.

Our primary assets consist of intangibles, and there is no assurance that our operations will be successful.

Our primary asset consists of Intellectual Property, concepts, methods and strategies related to MyHealthTrends™ For Pain pain tracking system, its associated online user portal and MyPillsOntime automatic pill dispensing unit. Furthermore, we have filed patent applications for our technologies, however, no such patents have yet been granted, nor are there any assurances that such patents will be granted. As a result of the foregoing, we will likely incur additional losses in the future. There is no assurance that our operations will be successful or that it will be profitable in the future.
 
 
4

 

We will need to obtain additional financing.

We will be required to obtain additional financing to continue to operate our business. There can be no assurance that any additional financing, if required, will be available to us on acceptable terms, if at all. Any inability of us to obtain additional financing, if required, could have a material adverse effect on our financial condition and results of operations.

Our product lines may never gain commercial acceptance.

We believe that our plan to develop and attract a significant proprietary presence in the vital signs monitoring market offers significant growth potential. There can be no guarantee that our plan of operation will be commercially accepted at revenue levels sufficient to permit us to achieve or maintain profitable operations.

We may be unable to adequately protect our proprietary rights or may be sued by third parties for infringement of their proprietary rights.

The medical technology industry is characterized by the existence of a large number of patents and frequent litigation based on allegations of trade secret, copyright or patent infringement. We may inadvertently infringe a patent of which we are unaware. In addition, because patent applications can take many years to issue, there may be a patent application now pending of which we are unaware that will cause us to be infringing when it is issued in the future. If we make any acquisitions, we could have similar problems in those industries. Although we are not currently involved in any intellectual property litigation, we may be a party to litigation in the future to protect our intellectual property or as a result of our alleged infringement of another’s intellectual property, forcing us to do one or more of the following:

 
o
Cease selling, incorporating or using products or services that incorporate the challenged intellectual property;

 
o
Obtain from the holder of the infringed intellectual property right a license to sell or use the relevant technology, which license may not be available on reasonable terms; or

 
o
Redesign those products or services that incorporate such technology.

A successful claim of infringement against us, and our failure to license the same or similar technology, could adversely affect our business, asset value or stock value. Infringement claims, with or without merit, would be expensive to litigate or settle, and would divert management resources.

A dispute concerning the infringement or misappropriation of our proprietary rights or the proprietary rights of others could be time consuming and costly, and an unfavorable outcome could harm our business.

We may be exposed to future litigation by third parties based on claims that our programs infringe the intellectual property rights of others. If we become involved in litigation, it could consume a substantial portion of our managerial and financial resources, regardless of whether we win or lose. We may not be able to afford the costs of litigation. Any legal action against us or our collaborators could lead to:

 
·
payment of damages, potentially treble damages, if we are found to have willfully infringed a party’s patent rights;
 
·
injunctive or other equitable relief that may effectively block our ability to further develop, commercialize and sell products; or
 
·
we or our collaborators having to enter into license arrangements that may not be available on commercially acceptable terms, if at all.

As a result of the foregoing, we could be prevented from commercializing current or future products.

 
5

 
 
We may not be able to successfully patent our technologies, which could have potentially devastating effects on our business and ability to compete in the marketplace.

Our intellectual property consists of the following:
 
 
1.
MyPainAway brand trademark. Trademark registration filed January 2008.
 
 
2.
MyHealthTrends™ For Pain brand trademark. Trademark registration to be filed.
 
 
3.
MyHealthTrends™ and MyHealthTrends™ For Pain pain monitoring system integrated hardware and software technology.
 
 
4.
Patent pending for “Device, Method and/or System for Monitoring the Condition of a Subject,” docket No U.S. 1488/07, originally submitted July 2007.
 
 
5.
Patent pending for “Automatic Reminder and Dispensing Device, System and Method Therefore,” docket No U.S. 1509/08, originally submitted May 2008.
 
The is no assurance that the U.S. Patent and Trademark Office will grant us patents on any of our proprietary technologies, nor any assurances that we can adequately protect any of our intellectual property from infringement claims or prosecutions.

We are highly dependent on the services of Dr. Alexander Gak, our President and sole director.

Our success depends on the efforts and abilities of Dr. Alexander Gak, our President and sole director. The loss of the services of Dr. Gak would have a material adverse effect on us. Our success also depends upon our ability to attract and retain qualified personnel required to fully implement our business plan. There can be no assurance that we will be successful in these efforts.

As our business grows, we will need to attract additional employees which we might not be able to do.

We have one full-time officer, Mr. Leonid Pushkantser, the Chief Executive Officer. In order to grow and implement our business plan, we would need to add managerial talent to support our business plan. There is no guarantee that we will be successful in adding such managerial talent.

We may not be able to compete successfully with current and future competitors.

We will compete, in our current and proposed businesses, with other companies, some of which have far greater marketing and financial resources and experience than we do. We cannot guarantee that we will be able to penetrate our intended market and be able to compete profitably, if at all. In addition to established competitors, there is ease of market entry for other companies that choose to compete with us. Effective competition could result in price reductions, reduced margins or have other negative implications, any of which could adversely affect our business and chances for success. Competition is likely to increase significantly as new companies enter the market and current competitors expand their services. Many of these potential competitors are likely to enjoy substantial competitive advantages, including: larger technical staffs, greater name recognition, larger customer bases and substantially greater financial, marketing, technical and other resources. To be competitive, we must respond promptly and effectively to the challenges of technological change, evolving standards and competitors' innovations by continuing to enhance our services and sales and marketing channels. Any pricing pressures, reduced margins or loss of market share resulting from increased competition, or our failure to compete effectively, could seriously damage our business and chances for success.
 
 
6

 

We may not be able to manage our growth effectively.

We must continually implement and improve our products and/or services, operations, operating procedures and quality controls on a timely basis, as well as expand, train, motivate and manage our work force in order to accommodate anticipated growth and compete effectively in our market segment. Successful implementation of our strategy also requires that we establish and manage a competent, dedicated work force and employ additional key employees in corporate management, product design, client service and sales. We can give no assurance that our personnel, systems, procedures and controls will be adequate to support our existing and future operations. If we fail to implement and improve these operations, there could be a material, adverse effect on our business, operating results and financial condition.

If we do not continually update our products, they may become obsolete and we may not be able to compete with other companies.

We cannot assure you that we will be able to keep pace with technological advances or that our products will not become obsolete. We cannot assure you that competitors will not develop related or similar products and bring them to market before we do, or do so more successfully, or that they will not develop technologies and products more effective than any that we have or are developing. If that happens, our business, prospects, results of operations and financial condition will be materially adversely affected.

The ability to generate long-term contracts for the sale of our products is vital.

We lack long-term contracts and there can be no assurance that we will successfully establish or maintain any long-term contracts in the future.

Our product lines may be subject to future government regulation.

While our product lines are not currently subject to regulation by the U.S. Food and Drug Administration (“FDA”), there is no guarantee that our products won’t become subject to future regulation. Any future regulation by the FDA or other governmental authority could potentially have devastating effects on our ability to conduct operations.

Failure by us or our suppliers to comply with the Food and Drug Administration (“FDA”) regulations and similar foreign regulations applicable to the products we manufacture or distribute could expose us to enforcement actions or other adverse consequences.

We design, manufacture, install and distribute medical vital signs monitoring devices that are currently not subject to FDA regulation. However, while we are investigating this matter diligently and are of the opinion that FDA regulation does not apply to our current products, we can make no guarantees that our products will not be subject to future regulation by the FDA in the United States and similar agencies in other countries. Failure to comply with applicable regulations could result in future product recalls, injunctions preventing the shipment of products or other enforcement actions that could have a material adverse effect on our revenues and profitability. Additionally, certain of our suppliers may be subject to FDA regulations, and the failure of these suppliers to comply with regulations could adversely affect us.

We have agreed to indemnify our officers and directors against lawsuits to the fullest extent of the law.

We are a New Jersey corporation. New Jersey law permits the indemnification of officers and directors against expenses incurred in successfully defending against a claim. New Jersey law also authorizes New Jersey corporations to indemnify their officers and directors against expenses and liabilities incurred because of their being or having been an officer or director. Our organizational documents provide for this indemnification to the fullest extent permitted by law.

We currently do not maintain any insurance coverage. In the event that we are found liable for damage or other losses, we would incur substantial and protracted losses in paying any such claims or judgments. We have not maintained liability insurance in the past, but intend to acquire such coverage immediately upon resources becoming available. There is no guarantee that we can secure such coverage or that any insurance coverage would protect us from any damages or loss claims filed against it.

 
7

 

If we are unable to establish sales and marketing capabilities or enter into agreements with third parties to sell and market any products we may develop, we may not be able to generate revenue.

We do not have an organization for the sales, marketing and distribution of our products. We must build our sales, marketing, managerial and other non-technical capabilities or make arrangements with third parties to perform these services. In addition, we have no experience in developing, training or managing a sales force and will incur substantial additional expenses in doing so. The cost of establishing and maintaining a sales force may exceed our cost effectiveness. If we are unable to establish adequate sales, marketing and distribution capabilities, whether independently or with third parties, we may not be able to generate product revenue and may not become profitable.

If we engage in any acquisition, we will incur a variety of costs and may never realize the anticipated benefits of the acquisition.

We may attempt to acquire businesses, technologies, services or products or license technologies that we believe are a strategic fit with our business. We have limited experience in identifying acquisition targets, and successfully completing and integrating any acquired businesses, technologies, services or products into our current infrastructure. The process of integrating any acquired business, technology, service or product may result in unforeseen operating difficulties and expenditures and may divert significant management attention from our ongoing business operations. As a result, we will incur a variety of costs in connection with an acquisition and may never realize our anticipated benefits.

We may engage in transactions that present conflicts of interest.

The Company and officers and directors may enter into agreements with the Company from time to time which may not be equivalent to similar transactions entered into with an independent third party. A conflict of interest arises whenever a person has an interest on both sides of a transaction. While we believe that it will take prudent steps to ensure that all transactions between the Company and any officer or director is fair, reasonable, and no more than the amount it would otherwise pay to a third party in an “arms-length” transaction, there can be no assurance that any transaction will meet these requirements in every instance.

Confidentiality agreements with employees and others may not adequately prevent disclosure of our trade secrets and other proprietary information and may not adequately protect our intellectual property.

We enter into confidentiality and intellectual property assignment agreements with our corporate partners, employees, consultants, and other advisors. These agreements generally require that the other party keep confidential and not disclose to third parties all confidential information developed by the party or made known to the party by us during the course of the party’s relationship with us. These agreements also generally provide that inventions conceived by the party in the course of rendering services to us will be our exclusive property. However, these agreements may not be honored and may not effectively assign intellectual property rights to us. The enforcement of a claim alleging that a party illegally obtained and is using our trade secrets is difficult, expensive and time consuming and the outcome is unpredictable. We cannot assure you that these agreements will not be breached, that we will be able to do much to protect ourselves if they are breached, or that our trade secrets will not otherwise become known or be independently discovered by competitors. If any of these events occurs, then we run the risk of losing control over valuable company information, which could negatively affect our competitive position.
 
 
8

 

Risks Relating to Ownership of Our Common Stock

There is no active market for our common stock. One may never develop or if developed, be sustained and you could lose your investment in our common stock.

Currently, there is no active trading market for our common stock. Following the effectiveness of this registration statement, we intend to request that a broker-dealer/market maker submit an application to make a market for our common stock shares on the OTC Bulletin Board. There can be no assurance, however, that the application will be accepted or that any trading market will ever develop or be maintained on the OTC Bulletin Board. Any trading market that may develop in the future for our common stock will most likely be very volatile; and numerous factors beyond our control may have a significant effect on the market. Only companies that report their current financial information to the SEC may have their securities included on the OTC Bulletin Board. Therefore, only upon the effective date of this registration statement will our common stock become eligible to be quoted on the OTC Bulletin Board. In the event that we lose our status as a "reporting issuer," any future quotation of our common stock on the OTC Bulletin Board may be jeopardized.

Dr. Gak is our sole director and has the right to designate classes and rights of our Preferred Stock.

Our Certificate of Incorporation authorizes the issuance of 10,000,000 shares of preferred stock, $0.0001 par value, with designations, rights and preferences determined from time to time by our Board of Directors, Dr. Gak is our sole director and therefore, is empowered, without stockholder approval, to issue Preferred Stock with dividend, liquidation, conversion, voting or other rights that could adversely affect the voting power or other rights of the holders of our Common Stock. This could adversely affect the value of our common stock.

Voting Rights Risk

We have 100 shares of our Series A Preferred Stock outstanding. The outstanding shares of Series A Preferred Stock votes together with the shares of Common Stock of the Corporation as a single class and, regardless of the number of shares of Series A Preferred Stock outstanding and as long as at least one of such shares of Series A Preferred Stock is outstanding, shall represent eighty percent (80%) of all votes entitled to be voted at any annual or special meeting of shareholders of the Corporation or action by written consent of shareholders. Each outstanding share of the Series A Preferred Stock shall represent its proportionate share of the 80% which is allocated to the outstanding shares of Series A Preferred Stock. The 100 shares of Series A Preferred Shares are held by Dr. Alexander Gak, our President and Chairman. The right of the Series A Preferred Stock to vote on all matters with the common stock and having 80% of the vote effectively eliminates the voting power of our common stock and may suppress the value of our common stock.

Change of Control Risk

As the sole holder of our Series A Preferred Stock, Dr. Gak maintains majority voting power and sole discretion with regards to election of directors, disposition of major corporate assets, pursuing or rejecting any potential transaction, including one which would result in a change of control of the Company, even though such transaction might be beneficial to the stockholders of the Company. Such right may suppress the value of our common stock, and should be considered a material risk to investing in our common stock.

The failure to comply with the internal control evaluation and certification requirements of Section 404 of Sarbanes-Oxley Act could harm our operations and our ability to comply with our periodic reporting obligations.

Upon the effectiveness of this registration statement, our Company will become subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, or the Exchange Act. We will be required to comply with the internal control evaluation and certification requirements of Section 404 of the Sarbanes-Oxley Act of 2002. We are in the process of determining whether our existing internal controls over financial reporting systems are compliant with Section 404. This process may divert internal resources and will take a significant amount of time, effort and expense to complete. If it is determined that we are not in compliance with Section 404, we may be required to implement new internal control procedures and reevaluate our financial reporting. We may experience higher than anticipated operating expenses as well as outside auditor fees during the implementation of these changes and thereafter. Further, we may need to hire additional qualified personnel in order for us to be compliant with Section 404. If we are unable to implement these changes effectively or efficiently, it could harm our operations, financial reporting or financial results and could result in our being unable to obtain an unqualified report on internal controls from our independent auditors, which could adversely affect our ability to comply with our periodic reporting obligations under the Exchange Act and the rules of the Nasdaq Global Market.

 
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Our common stock is subject to the "Penny Stock" rules of the SEC and the trading market in our securities is limited, which makes transactions in our stock cumbersome and may reduce the value of an investment in our stock.

The Securities and Exchange Commission has adopted Rule 15g-9 which establishes the definition of a "penny stock," for the purposes relevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require:

 
§
that a broker or dealer approve a person's account for transactions in penny stocks; and

 
§
the broker or dealer receives from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased.

In order to approve a person's account for transactions in penny stocks, the broker or dealer must:

 
obtain financial information and investment experience objectives of the person; and

 
make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.

The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the Commission relating to the penny stock market, which, in highlight form:

 
·
sets forth the basis on which the broker or dealer made the suitability determination; and

 
·
that the broker or dealer received a signed, written agreement from the investor prior to the transaction.
 Generally, brokers may be less willing to execute transactions in securities subject to the "penny stock" rules. This may make it more difficult for investors to dispose of our common stock and cause a decline in the market value of our stock.

Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.

The price of our shares of common stock in the future may be volatile.

If a market develops for our common stock, the market price of our common stock will likely be volatile and could fluctuate widely in price in response to various factors, many of which are beyond our control, including: technological innovations or new products and services by us or our competitors; additions or departures of key personnel; sales of our common stock; our ability to integrate operations, technology, products and services; our ability to execute our business plan; operating results below expectations; loss of any strategic relationship; industry developments; economic and other external factors; and period-to-period fluctuations in our financial results. Because we have a very limited operating history with limited to no revenues to date, you may consider any one of these factors to be material. Our stock price may fluctuate widely as a result of any of the above. In addition, the securities markets have from time to time experienced significant price and volume fluctuations that are unrelated to the operating performance of particular companies. These market fluctuations may also materially and adversely affect the market price of our common stock.

 
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FORWARD LOOKING STATEMENTS

When used in this Prospectus, the words or phrases “will likely result,” “we expect,” “will continue,” “anticipate,” “estimate,” “project,” ”outlook,” “could,” “would,” “may,” or similar expressions are intended to identify forward-looking statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, each of which speaks only as of the date made. Such statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical earnings and those presently anticipated or projected. Such risks and uncertainties include, among others, success in reaching target markets for products in a highly competitive market and the ability to attract future customers, the size and timing of additional significant orders and their fulfillment, the success of our business emphasis, the ability to finance and sustain operations, the ability to raise equity capital in the future, e and the size and timing of additional significant orders and their fulfillment. We have no obligation to publicly release the results of any revisions, which may be made to any forward-looking statements to reflect anticipated or unanticipated events or circumstances occurring after the date of such statements.

DESCRIPTION OF BUSINESS

General

We are a medical technology company that develops and manufactures advanced products within the global vital signs monitoring industry. Our flagship product is a patent-pending pain management and assessment product targeted for the estimated 25 million chronic pain sufferers in the United States. Management successfully launched the product, called “MyHealthTrends™ For Pain” (formerly called “MyPainAway™”) and its interactive customer website during the fourth quarter of 2008.

Generally, we design and currently have in development several lines of products for the monitoring, reporting, and recording of pain and other health related products for the hospital and outpatient, and consumer settings. BAETA’s current line of products consists of a pain monitoring system known as MyHealthTrends™ For Pain (this product was formerly named MyPainAway) marketed as a consumer product. Additionally, the Company is developing MyPillsOntime™, an automatic medication reminder/dispenser system for consumer market, MyHealthID, a patient controlled and managed online repository for personal medical records, as well as a commercial version of MyHealthTrends™ For Pain, for use in the hospital and healthcare facility market (commercial setting) that we are working to launch in the fiscal year 2010.

Other lines of products currently anticipated for future development include MyHealthTrends™ For Weight Control, intended to assist in weight loss and control, and MyHealthTrends™ For Smoking Cessation, designed to help persons who smoke end their use of cigarettes. As of the date of this prospectus, we have not commenced any significant development with regards to MyHealthTrends™ For Weight Control or MyHealthTrends™ For Smoking Cessation.

Organizational History

Our Company was incorporated in the State of New Jersey on August 14, 2007. On April 18, 2008, our shareholders approved an amendment to our Certificate of Incorporation so that, as amended: (a) our authorized capital stock was increased so that the authorized number of common shares was increased from 1,000 shares to 100,000,000 shares of common stock and 10,000,000 shares of preferred stock. The amendment also gave our Board of Directors the right to establish one or more series of preferred stock in such amounts and with such rights, privileges, and preferences as our Board of Directors may, from to time, determine.

 
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On April 18, 2008, our Board of Directors approved the designation of 100 shares of our preferred stock as Series A Preferred Stock (the “Series A Preferred Shares”) and authorized our officers to file a Certificate of Designation for the Series A Preferred Shares, which occurred on June 23, 2008. The Series A Preferred Stock vote with our Common Stock as a single class and have 80% of the voting power of the aggregate number of shares voted. Dr. Gak owns the 100 outstanding shares of Series A Preferred Stock.

Objectives

Our Company, BAETA Corp. is a development stage medical technology company. Our mission is to develop and commercialize products related to our data collection and reporting proprietary technologies. Currently, the Company focuses on our product lines relating to pain monitoring, online software (medical record) repositories, and devices that assist patients to take their correct dosage of medication on time and correctly. Our flagship product is our patent-pending consumer pain monitoring system called  MyHealthTrends™ For Pain (formerly called “MyPainAway™”).`

Currently in the planning stage with no significant development made to date, we intend to use our proprietary technologies to expand into products relating to weight loss, smoking cessation, and other related healthcare technologies, of which we intend to successfully commercialize such technologies by offering several lines of products for consumers and for hospitals and other healthcare institutions.

Our immediate focus is to successfully market our pain monitoring system MyHealthTrends™ For Pain. Despite increased emphasis on pain management across the board, we believe the U.S. Health Care System has failed to significantly improve pain management to date. We believe that pain is still grossly under-treated in the medical profession and that the main reason for this failure is the fact that patients still lack effective tools to communicate their pain to health care providers. A patient's pain is a subjective, individual feeling and cannot be felt to the same degree by the doctor. Empathy of the doctor is the driving force of the pain management process today. The doctor assesses the degree of patient’s distress subjectively, and then implements the minimally effective regimen in fear of possible side effects.

We intend to enter the marketplace with a line of products to allow shifting control of pain management processes from the doctor to the patient.

Through use of our pain monitoring and recording products, patients become vocal advocates of their own pain management, voicing their opinion in the form of hard data that is easy to monitor, store, report, print, and evaluate.

Business Development

Our core business focus is on development and commercialization of vital signs monitoring technologies. At the present time BAETA is focusing on pain monitoring technology. The Company plans to expand into other vital sign monitoring technologies that complement the core business. This list currently includes pulse oximetry, EKG, blood pressure, cardiac output, carbon dioxide, and body temperature. The non-core business focuses on adapting core technologies to the consumer market. Our business includes design, development, manufacturing, and marketing of consumer products that embody BAETA’s proprietary technologies.

Since our inception, we have achieved the following milestones:

1.
August 2007:
 
-
BAETA Corp. is incorporated
 
-
Key Pain Monitoring Intellectual Property secured

2.
September 2007:
 
-
Development of proof of concept for MyPainAway™ Pain Tracking System (later renamed to MyHealthTrends™ For Pain) commenced
 
 
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3.
November 2007:
 
-
Hardware and software engineering solutions for MyPainAway™ Pain Tracking System  (later renamed to MyHealthTrends™ For Pain) delivered

4.
December 2007:
-
Advertising solution for MyPainAway™ (later renamed to MyHealthTrends™ For Pain) Internet Portal negotiated

5.
January 2008:
-
MyPainAway™ (later renamed to MyHealthTrends™ For Pain) Internet Gateway and Windows Application delivered

6.
February 2008:
-
MyPainAway™ (later renamed to MyHealthTrends™ For Pain) Internet Portal v1.0 delivered

7.
March 2008:
-
Manufacturing solution for MyPainAway™ (later renamed to MyHealthTrends™ For Pain) device delivered.
-
Securities Attorney and Investment Banking services retained for direct registration of securities

8.
May 2008:
-
Intellectual property secured for Automated Pill Reminding and Dispensing System.

9.
June 2008:
-
Design and development of MyPillsOnTime™ Pill Reminder and Dispenser started.

Products and Services

I. MyHealthTrends™ For Pain:

Product Overview

MyHealthTrends™ For Pain, a handheld consumer device, of which we formerly marketed under the name “MyPainAway™ Pain Tracking System”, allows patients and sufferers of chronic and acute pain, to track real-time pain onset, breakthrough and therapeutic pain intervention responses through a handheld device. The data collected by the MyHealthTrends™ For Pain device is transmitted by the patient, via standard USB connection, to their personal computer. The patient then sends the data to their medical practitioner. The online system displays daily graphs and charts that clearly display the onset and severity of the patient’s pain, as well as the duration of the sensations of pain, and most importantly, the efficacy of the doctor’s chosen regimen of therapeutic and/or pharmaceutical intervention. The data allows medical practitioners to clearly understand the efficacy of chosen treatment plans, while also helping to quantify and track pain management protocols. MyHealthTrends™ For Pain gives both patient and physician a clear visual representation of the benefit of a given treatment regimen, that can be analyzed and modified, based upon the patient’s response to various treatments.

We have developed the final version of its prototype, validated the technology and its functionality and have contracted with three manufacturers for the production of the MyHealthTrends™ For Pain device. We initially anticipated that it would require approximately $100,000 in additional development capital to manufacture the initial run of MyHealthTrends™ For Pain devices and initiate market testing of the product.

We began marketing and successfully launched the MyHealthTrends™ For Pain device for sale during the fourth quarter of 2008.We funded the launching of this product by use of proceeds raised from the sale and issuance of our equity securities (common stock), as well as from advances made by our President, Dr. Gak, to the Company.

 
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MyHealthTrends™ For Pain Specifications

MyHealthTrends™ For Pain is an individual pain reporting system designed to produce high fidelity representation of temporal evolution of patients’ pain. Seeing the picture of daily pain dynamics allows a physician to identify breakthrough pain episodes, determine analgesic requirements, and prescribe the appropriate regimen with confidence. Pain reports serve as hard evidence of a patient's pain and as helpful aid in doctor’s decision making.
 
MyHealthTrends™ For Pain allows a patient to record changes in painful distress through a hand-held counter, upload the data to the personal computer through a USB connection, synchronize the data with the Internet Account, view and print Pain Reports Online or Offline.
 
Additionally, MyHealthTrends™ For Pain allows a health care practitioner to view changes in patients' painful distress through printed Pain Reports. The practitioner may also establish an Online Account to create a Census of patients, add multiple patients to the Census, view and print Pain Reports for selected patients Online or Offline.
 
Because it is a patient-driven service, MyHealthTrends™ For Pain is offered as a consumer product, not as a medical device. The product is neither a therapeutic device nor a diagnostic device that measures physiologic parameters therefore we are of the opinion that it does not require FDA approval.
 
Components
 
MyHealthTrends™ Pain Button
 
The Pain Button is a hand-held counter capable of acquiring patient data, storing it in self-contained memory, and uploading it to a personal computer/ Internet through a USB connection. MyHealthTrends™ Pain Button will be offered in several ergonomically designed embodiments as well as in combination with a medication dispensing case.
 
MyHealthTrends™ For Pain Stand Alone Windows Application and Internet Gateway
 
This component is designed to allow communication between MyHealthTrends™ Pain Button and the Internet via USB port. It is also designed to support data management, Report viewing and printing in case Internet is not available.
 
MyHealthTrends™ For Pain Internet Portal.
 
The Internet Portal consists of two specifically designated areas for Patients and Practitioners.
 
“Patient's Area” supports the following capabilities:

1. Report Viewing and Printing – patients are able to view and print Daily, Weekly, and Monthly Pain Reports:

2. Profile Management. Patients are able to modify access and personal information:

3. Device Management.

Patients are able to view device registration status, battery power, download software updates.

4. Ask a Question.

We intend to develop and offer a service where patients would be able to ask affiliated doctors questions regarding their pain management. Upon receipt of the questions, it is contemplated that a doctor on-call would provide medical advice within 24 hours.

 
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Additionally, the Patient Area of MyHealthTrends™ For Pain Internet Portal will provide access to pain resources, the list of registered practitioners, and community tools.

Practitioner's Area supports the following capabilities:

 
1.
Viewing and printing Pain Reports.
 
2.
Creating a Census.
 
3.
Addition of new patients to Census. (In compliance with HIPAA regulations, addition of new patients to Census requires insertion of the patient's Pain Button into the practitioner's computer USB port. Such action constitutes Consent to accessing private information).
 
4.
Deleting a patient from Census.

Hospital-based Pain Monitoring System

The hospital-based pain monitoring system will allow hospital patients to project the degree of their painful distress to the health care team in real time. It will alert the health care team to the need of a pain management intervention.

The monitoring system will incorporate all technological elements developed for MyHealthTrends™ For Pain. Data acquisition device will be a modification of MyHealthTrends™ Pain Button. Data processing, storage and reporting solutions are already in place as integral parts of MyHealthTrends™ For Pain product. Data transmission will be accomplished using existing wireless data transmission protocols.

Development of the hospital-based pain monitoring system is projected to start in the Fourth Quarter of 2010. The Company originally planned to commence development of the hospital-based pain monitoring system in the Fourth Quarter of 2008, however due to a lack of cash on hand and a lack of revenues to date, Management has decided to delay this developmental project until the Fourth Quarter of 2010 so it can focus on the Company’s current line of products, including the MyHealthTrends™ For Pain consumer device.

II. MyPillsOnTime™ Automatic Medication Reminder Dispenser:

The MyPillsOnTime™ Automatic Medication Reminder Dispenser system is designed to address the central problem of oral medication therapy, namely, how to maintain therapeutic blood level of a prescribed medication. Leveraging the technology developed for MyHealthTrends™ For Pain product, the company is able to introduce a portable device that allows dispensing of multiple medication doses at the pre-programmed times. The system also allows for communication between the personal computer user interface, where the drug regimen is programmed, the device docking station, where medication storage and refill take place, and the portable device, where daily drug regimen is stored and dispensed.

This Reminder Dispenser will be offered in three versions targeting major consumer segments:

MyPillsOnTime LIFESAVER – entry level model with manual re-fill and automated reminding and dispensing capabilities. Estimated MSRP $299.00.

MyPillsOnTime MASTER – mid-level model with automated re-fill and automated reminding and dispensing capabilities. Estimated MSRP $599.00.

MyPillsOnTime FUTURO – high-end model with advanced design and elevated user experience.
Estimated MSRP $799.00.

The portable device is equipped with audio and visual alarms that prompt the patient to take an appropriate dose at the appropriate time. Once the daily regimen is completed, the device is inserted into the docking station for automatic refill.

 
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MyPillsOnTime Internet Portal
 
The Internet Portal supports the following functions:

·
Programming medication regimen:

·
Requesting refill prescriptions:

·
Drug safety information:
 
Additionally, patients are able to view compliance reports and share the reports with their physicians.
 
III. MyHealthID™ Medical Records System :

On September 15, 2008, the BAETA management authorized the exclusive acquisition and license of MyHealthID™ Medical Records System from Extranome, Inc., a New Jersey corporation (“Extranome”). At the time of the transaction, BAETA and Extranome were controlled by Dr. Alexander Gak, our President and Chairman. This Exclusive Software Agreement is attached to this prospectus as Exhibit 10.1. MyHealthID™ is an innovative solution that shifts the paradigm for access to medical records from the doctor's office to a patient-controlled online repository.

Leveraging the latest electronic document management, security, and online technology, MyHealthID™ enables doctors to upload patient-requested medical records into their online portal. Patients can then provide selective access to individual documents to other doctors and healthcare practitioners.

MyHealthID™ enables key patient-driven medical records management. Patients using MyHealthID™ can perform the following:

 
·
Obtain and manage copies of their medical records - ensuring availability for new doctors and in emergency medical situations.
 
·
Electronically request their files - eliminating the need for physical visits to the doctor’s office or written and mailed/faxed letters.
 
·
Review and maintain a centralized repository of all medical records across all doctors, specialists, and healthcare providers.
 
·
Manage and provide selective access to files to other doctors, healthcare providers, or family members - speeding information delivery and healthcare management.

Upon establishing the account, patient’s identity is confirmed through a credit card-based verification. Once authenticated, the patient is free to request documents from their healthcare providers.

Patient requests are electronically initiated from MyHealthID™ directly to the provider's office. Upon receiving the request, the healthcare provider's administrative staff uploads the requested documents (images, faxes, .pdf, MS Word documents, etc.) into the patient’s secure repository. Once received, the patient is notified, who in turn, can review and optionally provide access to other healthcare providers.

MyHealthID™ can be used by anyone who interacts with a healthcare professional - enabling the patient to maintain their medical history and provide direct access to authorized healthcare providers.

BAETA Corp. acquired MyHealthID™ for no cash or equity consideration, due to the prototypical nature of the system’s current development. Instead, BAETA intends to commit additional development dollars to bring the MyHealthID™ Medical records System to economic and commercial viability through further investment into its development and market roll-out.
 
 
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Under the terms of the Exclusive Software Agreement with the seller, Extranome, Inc., Extranome will receive perpetual royalties of 49% of net advertising revenues generated by the MyHealthID™ Medical Records System. Although management believes that this royalty is high, it further believes that the synergy that the software offers with MyPillsOnTime™ and MyHealthTrends™ For Pain is invaluable. Further, management has established an agreement that does not dilute its shareholders, nor negatively impacts its cash position, in exchange for an asset that it believes will significantly enhance BAETA’s overall market position and terminal value over time.

Management believes that MyHealthID™ is not only a key synergistic fit to fully enabling the functionality and value proposition of its core products and services, but also believes that it can become an integral component to the Company’s financial plan and future financial success. The Company believes that the nature of the MyHealthID™ Medical Records System can generate strong revenues from both consumer and potentially institutional subscription, but also from corporate advertising applied to the user interface (UI). The Company intends to seek to exploit the corporate advertising market at the earliest possible time that functioning prototypes or “beta” versions of the system become available for presentation, and well in advance of commercial release. Management hopes to offset the cost of final development and commercial launch through the sales of corporate advertisements, but anticipates the possibility that BAETA may need to source capital specifically for this purpose, if it cannot engage any early adopters to advertise at any significant level prior to initial launch. If no separate capital is available for this purpose, and assuming that it is indeed necessary, BAETA will allocate operating resources and capital, when and if it is available to achieve its objective and launch the system commercially.
 
Exclusive Software Agreement
 
On September 16, 2008, Dr. Alexander Gak, our Chairman 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 for a period of twenty-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 President and Chairman, 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. This Exclusive Software Agreement is attached to this prospectus as Exhibit 10.12.

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 (Exhibit 10.1) 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 of common stock for each month since November as non-cash part of compensation for services rendered which represent approximately 50% of Extranome’s due monthly compensation, and as of the date of this registration statement, has received 390,000 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.

IV. Planned Future Products:

As mentioned in this prospectus, we plan to development other lines of products that utilize our existing proprietary technologies. Planned for development and based off of our MyHealthTrends technology, such new product lines include MyHealthTrends™ For Weight Control, intended to assist in weight loss and control, and MyHealthTrends™ For Smoking Cessation, designed to help persons who smoke end their use of cigarettes.

 
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As of the date of this prospectus, we have not commenced any significant development with regards to MyHealthTrends™ For Weight Control or MyHealthTrends™ For Smoking Cessation. Our ability to commence development on these concepts is contingent upon our ability to raise additional financing, as well as the favorable determination by our management of the viability and commercial success of our existing product lines. Therefore, we do not anticipate commencing development on these concepts within the next 12 months.

Cohesive Product Synergy

Our consumer products synergize around core values that support a total care value proposition to patients and practitioners. MyHealthTrends™ For Pain, MyPillsOnTime™ and MyHealthID™, although uniquely delivered, together offer a cohesive care package that starts with patient-driven data collection via the MyHealthTrends™ For Pain hand-held monitoring device. Practitioners and patients will work together to analyze the data collected over time and to develop and modify therapeutic regiments based upon the historical data collected.

Once the practitioner selects an appropriate therapeutic regiment, the system and its software integrated into MyPillsOnTime™ ensures that the patient is always able to comply with the prescribed therapeutic regiment. It also allows the medical practitioner the ability to modify the therapeutic regiment in real-time, as opposed to waiting until a prescription is “used up” by the patient over a long period of time, and the patient returns to the practitioner for a follow up. This process can take 3 – 6 months. BAETA’s solution allows practitioner and patient to modify and address the efficacy a given therapeutic regiment in real-time. The pill-dispensing unit automates the therapeutic delivery to avoid confusion and help to ensure patient compliance.

Finally, MyHealthID™ captures ongoing medical records, so there is a reliable, accessible and entirely portable detailed history of medical care that can be used by primary care practitioners to properly understand and respond to a patient’s ongoing medical requirements.

Plan of Operations

We anticipate that the Company will require approximately $1,000,000 to $1,500,000 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.

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 MyHealthTrends™ For Pain device manufacturing process with M.B. Turnkey Design, LLC of Manville, New Jersey.

We have also obtained the MyHealthTrends™ For Pain 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 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 further anticipate that our current capital commitments can be sustained for approximately three to six months with no additional infusion of capital. 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 $1,000,000 to $1,500,000.

 
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Intellectual Property

Our intellectual property consists of the following:
 
 
1.
MyPainAway brand trademark. Trademark registration filed January 2008.
 
 
2.
MyHealthTrends™ For Pain brand trademark. Trademark registration to be filed.
 
 
3.
MyHealthTrends™ and MyHealthTrends™ For Pain pain monitoring system integrated hardware and software technology.
 
 
4.
Patent pending for “Device, Method and/or System for Monitoring the Condition of a Subject,” docket No U.S. 1488/07, originally submitted July 2007.
 
 
5.
Patent pending for “Automatic Reminder and Dispensing Device, System and Method Therefore,” docket No U.S. 1509/08, originally submitted May 2008.
 
We believe that our patents will be essential in protecting our core technology from competition, but we do not believe that the granting of any patent will have a major impact on our ability to execute our plan of operations. We believe that our market opportunity exists at projected levels regardless of the status of our patent applications.

Market Size and Opportunity

Management believes that, if pain is to be monitored in one hospital patient, it should be monitored in all hospital patients. Therefore, the market for our pain monitoring technologies consists of all hospitals accredited by The Joint Commission on the Accreditation of Healthcare Organizations (“JCAHO”) in the US (7,000), all freestanding patient care facilities (5,000), all nursing homes (17,000), and multiple healthcare institutions abroad. With the U.S. population standing at approximately 303.4 million and the hospital admission rate at 80/1000, management estimates that there are approximately 24.2 million hospital admissions per year in the US alone. Ultimately, each patient should become the recipient of a pain monitoring device.

The Market for MyHealthTrends™ For Pain is expected to consist of all non-hospital patients concerned with their pain management. This population includes cancer patients, back pain patients, patients with postoperative pain, neuropathic pain, osteoarthritis, fibromyalgia, and refractory migraine.

Because MyHealthTrends™ For Pain has been designed to be a precise tool for identification of breakthrough pain episodes, we believe that it is an ideal Marketing tool for pharmaceutical companies that compete in what management estimates to be the $2 billion Breakthrough Pain Market.

Business Growth Strategies

Our target markets are the worldwide healthcare consumer market and the worldwide vital signs monitoring market.

Validation. A multi-center, randomized, controlled study is planned to begin upon roll out of the pain monitoring system to support wide acceptance of our product through validation of the pain monitoring technology in a hospital setting.
 
Advertising. We intend that a focused product awareness program will be the cornerstone of our marketing campaign. Since MyHealthTrends™ For Pain hand-held counter has been developed to target retailers as a branded/non-branded product we'll be able to pass the task of product advertising to retailers. We will leverage retail product advertising with news and events related to the pain monitoring system development and validation.
 
Sales. MyHealthTrends™ For Pain hand-held counter is expected to be sold through retail and e-retail channels as well as through “special interest” channels such as pharmaceutical companies involved in breakthrough pain market and philanthropic organizations engaged in fighting pain.

 
19

 
 
Strategic Alliances. We place a major focus on creating and maintaining strategic alliances with industry leaders.
 
Sales & Marketing Strategy

We intend to sell our products through major retail chains, online healthcare product companies and similar medical product distribution points. Upon completion of the pilot production, we intend to start product introduction to the identified distribution channels. As of this date, we have not obtained any distribution agreements and have only had minimal discussions with any potential sales distributors. Further, we intend to engage the services of a qualified medical product sales development consultant to develop plans of distribution and marketing, predicated upon the availability of final product specs and demonstration units, as well as capital for initial production, marketing and delivery.

Our sales and marketing strategy and the efforts it has undertaken to market and sell its products is the result of the efforts conducted solely by the Company and our management. We have not received any independent evaluation of our strategy and there can be no assurance that our strategy is an accurate or prudent assessment of the competitive conditions in the institutional equity services marketplace.

Competition

We face competition from various other medical device and medical monitoring system companies already established in the marketplace. Each of these competitors will likely continue to maintain a senior position the overall market for the foreseeable future. In addition, most of its competitors may have substantially greater financial and managerial resources than the Company. However, management does not believe there are any current commercial competitors offering the same or even similar pain management and pain assessment tools for consumers and healthcare institutions. There are numerous competitors that already sell and market various medication dispensing products that would compete directly with our planned MyPillsOnTime medication dispenser. However, management has developed intellectual property in the form of functionality and design that is seeking to patent, which it believes is a major improvement in terms of current technologies that will offer significant advantage in the marketplace to those already available.

Although the patient monitoring market in the US is crowded by a large number of great companies such as GE Healthcare, HP, Philips, Nihon Kohden, Datascope, Spacelabs and others, we see no competition in the pain monitoring market due to Intellectual Property ownership of key real time painful distress assessment and state of distress assignment algorithms. Our US patent application was filed in July 2007. The International PCT application was filed in May 2008. We believe that we will sustain our competitive advantage for several years into the future by securing our intellectual property worldwide and by aggressively persecuting all identified patent infringement occurrences. Additionally, the company plans to build on the existing competitive advantage by incorporating new features and technologies into the developed platform.

We will compete, in our current and proposed businesses, with other companies, some of which have far greater marketing and financial resources and experience than we do. We cannot guarantee that we will be able to penetrate our intended market and be able to compete profitably, if at all. In addition to established competitors, there is ease of market entry for other companies that choose to compete with us. Effective competition could result in price reductions, reduced margins or have other negative implications, any of which could adversely affect our business and chances for success. Competition is likely to increase significantly as new companies enter the market and current competitors expand their services. Many of these potential competitors are likely to enjoy substantial competitive advantages, including: larger technical staffs, greater name recognition, larger customer bases and substantially greater financial, marketing, technical and other resources. To be competitive, we must respond promptly and effectively to the challenges of technological change, evolving standards and competitors' innovations by continuing to enhance our services and sales and marketing channels. Any pricing pressures, reduced margins or loss of market share resulting from increased competition, or our failure to compete effectively, could seriously damage our business and chances for success.

 
20

 

Sources and availability of raw materials and principle suppliers

We do not anticipate any potential problems with securing raw materials or product design at competitive pricing levels at the volume required to execute our plan of operations.

Required electronics components are readily available from global components distributors such as Nu Horizons Electronics and from OEM manufacturers such as Microchip, Fairchild Semiconductor, Atmel, and Siemens AG.

We are not aware of any present or anticipated shortages of plastic materials required for product encasing and packaging.

Dependence on one or a few major customers

Due to the broad nature of our products and services, we do not anticipate the reliance on any one particular customer over any other for sales.

Government Regulation

Our products do not currently require any government approval such as FDA 510(k) or clinical trials prior to selling and marketing its products.

While our product lines are not currently subject to regulation by the U.S. Food and Drug Administration (“FDA”), there is no guarantee that our products won’t become subject to future regulation. Any future regulation by the FDA or other governmental authority could prove costly, and could potentially have detrimental effects on our ability to conduct operations.

Effect of existing or probable governmental regulation on the business; civil lawsuit risk

Management is not aware of any current, anticipated or probable governmental regulation that would impact its ability to market and sell its products, execute its plan of operations or present risk of any civil lawsuit.

Planned Strategy of Acquisition

We intend to seek synergistic acquisitions in the future that management believes add significant value to the Company. We intend to seek to acquire only companies with profitable operations that can accrete to our financial results; and products and technologies that expand its product base in the global vital signs monitoring market.

We do not currently have any planned acquisition targets, nor have we undertaken as of yet, any comprehensive search or analysis of the market to identify any such potential acquisition targets.

Employees

We currently rely on the services of our President and Chairman, Dr. Alexander Gak, our Chief Executive Officer, Mr. Leonid Pushkantser, our Chief Financial Officer, Mr. Jeff Burkland, our Chief Medical Officer, Dr. Leonid Topper, our Chief Technology Officer, Mr. Eugene Gribov, our Chief Marketing Officer, Mr. Lee Smith as well as professional service providers and consultants to handle our day-to-day operations and administration. Dr. Gak, Mr. Burkland, Mr. Gribov, Mr. Lee and Dr. Topper serve our Company on a part-time basis. Mr. Pushkantser is currently our only fulltime employee. We currently have no internal sales staff or internal manufacturing or software development personnel. Management has established, and intends to rely on for the time being, relationships with outsourced sales, manufacturing and research & development firms to effectuate its business plan, until it determines that it is economically prudent to bring some or all of these functions in-house.

Aside from our Officers and Chairman, Dr. Gak, to a great extent we will rely on the following Scientific Advisory Board to assist Dr. Gak and management with implementing our business strategy and managing our operations:

 
21

 

Scientific Advisory Board:

The purpose of the BAETA Corp. Scientific Advisory Board (“SAB”) is to identify areas of use for BAETA products, such as MyHealthTrends™ For Pain, within the healthcare system and to establish and document the initial MyHealthTrends™ For Pain experiences in acute pain patients, chronic pain patients, and the palliative care patients. Additionally, based on the initial data, the SAB will develop and guide the validation strategy for MyHealthTrends™ For Pain and its derivative hospital-based pain monitoring system (to be developed) through identification of research endpoints for clinical trials and through advising the Company on the study design and implementation.

Since March 2009, the members of the SAB have completed the pertinent literature review and identified studies supporting electronic data acquisition in the field of Pain Management. All members of the SAB have tested the MyHealthTrends™ For Pain in their clinical practice. Communication between the SAB members and the Company occurs via group email, individual debriefings, and quarterly meetings.

The members of the SAB are compensated by grants of options to purchase BAETA Corp. common stock. For their service on the SAB for the year 2009, the members were compensated as follows:

On January 29, 2009, the Company granted stock options to Dr. Alex Y. Bekker. The stock option agreement is exercisable for 50,000 shares of the Company’s common stock for a purchase price of $0.50 per share. The stock options were granted to Dr. Bekker in consideration for his service as a Member of the Company’s Scientific Advisory Board for the year 2009, and the Company relied upon the exemption from registration requirements of the Securities Act of 1933, as amended, provided under Section 4(2) promulgated thereunder as the grant of such options did not involve a public offering of securities.

On February 7, 2009, the Company granted stock options to Dr. Marco Pappagallo. The stock option agreement is exercisable for 50,000 shares of the Company’s common stock for a purchase price of $0.50 per share. The stock options were granted to Dr. Marco Pappagallo in consideration for his service as a Member of the Company’s Scientific Advisory Board for the year 2009, and the Company relied upon the exemption from registration requirements of the Securities Act of 1933, as amended, provided under Section 4(2) promulgated thereunder as the grant of such options did not involve a public offering of securities.

On January 25, 2009, the Company granted stock options to Dr. Samyaden Datta. The stock option agreement is exercisable for 50,000 shares of the Company’s common stock for a purchase price of $0.50 per share. The stock options were granted to Dr. Samyaden Datta in consideration for his service as a Member of the Company’s Scientific Advisory Board for the year 2009, and the Company relied upon the exemption from registration requirements of the Securities Act of 1933, as amended, provided under Section 4(2) promulgated thereunder as the grant of such options did not involve a public offering of securities.

On February 19, 2009, the Company granted stock options to Dr. Lauren Shaiova. The stock option agreement is exercisable for 50,000 shares of the Company’s common stock for a purchase price of $0.50 per share. The stock options were granted to Dr. Shaiova in consideration for her service as a Member of the Company’s Scientific Advisory Board for the year 2009, and the Company relied upon the exemption from registration requirements of the Securities Act of 1933, as amended, provided under Section 4(2) promulgated thereunder as the grant of such options did not involve a public offering of securities.

The Members’ compensation for years subsequent to 2009 shall be determined by the Board of Directors in their sole discretion.

The Scientific Advisory Board Members:

Alex Y. Bekker, M.D., PH.D., joined BAETA’s Scientific Advisory Board on January 29, 2009, and is a Professor of Anesthesiology and Neurosurgery and Vice Chair for Research at NYU School of Medicine in New York; Attending Anesthesiologist, New York University Medical Center and Bellevue Hospital in New York. Dr. Bekker is Chairman of the Scientific Advisory Board for BAETA Corp.

 
22

 

Dr. Bekker earned his Ph.D. in Biomedical Engineering from the New Jersey Institute of Technology in Newark and his M.D. from University of Medicine and Dentistry of New Jersey. Completing his residency in anesthesiology at Columbia-Presbyterian Medical Center in New York, Dr. Bekker has a longstanding interest in the perioperative management of geriatric patients. Dr. Bekker has served as the principal investigator of numerous clinical trials related to perioperative care of the elderly, treatment of acute pain and postoperative nausea and vomiting, and clinical pharmacology of new analgesics and sedatives. The author of more than 50 original papers in peer-reviewed journals, Dr. Bekker is regularly invited to present lectures and moderate scientific panels at national and international anesthesiology/pain management meetings. Dr. Bekker is internationally recognized as an expert in clinical pharmacology, neuroanesthesia, postoperative pain management and perioperative organ protection.
 
Education:
1970-1974 B.S., Chemistry, Tbilisi University, Tbilisi, Georgia
1980-1983 M.S.,Chemical Engineering, New Jersey Institute of Technology, Newark.
1983-1987 Dr.Eng., Biomedical Engineering, New Jersey Institute of Technology
and University of Medicine and Dentistry of New Jersey, Department of
Physiology, Newark, NJ
1987-1991 M.D., University of Medicine and Dentistry of New Jersey -
New Jersey Medical School, Newark, NJ

Postdoctoral Training:
1991 – 1992 Intern in Medicine/Pediatrics, St. Joseph's Hospital and Medical
Center, Paterson, NJ
1992 - 1995 Resident, Anesthesiology, Columbia-Presbyterian Medical Center, New
York, NY
2007-2008 Physician Leadership Development Course, New York University, New
York, NY

Licensure & Certification:
1995 New Jersey State License Registration
1996 New York State License Registration
1996 American Board of Anesthesiology Certificate

Academic Appointments:
1996-present Adjunct Professor of Biomedical Engineering, New Jersey Institute of
Technology, Newark, NJ
1995-2001 Assistant Professor of Anesthesiology, New York University Medical
Center, New York, NY
2001-2008 Associate Professor of Anesthesiology, New York University Medical
Center, New York, NY
2004-2008 Associate Professor of Neurosurgery, New York University Medical
Center, New York, NY
2008-present Professor of Anesthesiology and Neurosurgery, New York University
Medical Center, New York, NY

Hospital Appointments:
1995-present Attending Anesthesiologist, New York University Medical Center, New
York, NY
1995-present Attending Anesthesiologist, Bellevue Hospital, New York, NY

Administrative Responsibilities:
1997-1999 Associate Director of Neuroanesthesia, New York University Medical
Center, New York, NY

 
23

 

1999-present Chief of Neuroanesthesia, New York University Medical Center, New
York, NY
2003-present Coordinator of Operating Rooms Scheduling, New York University
Medical Center, New York, NY
2004-present Director of Clinical Research, Department of Anesthesiology, New York
University Medical Center, New York, NY
2007-present Vice-Chair for Strategic Development, Department of Anesthesiology,
New York University Medical Center, New York, NY

Professional Positions:
1975-1977 Research Chemist, Iso
1979-1981 Project Engineer, Catalyst Research Corporation, Palisades Park, NJ
1980-1981 Visiting Scholar, Columbia University, Department of Chemical
Engineering, New York, NY
1981-1986 Research Engineer/Project Manager, Allied-Signal Corporation,
Corporate Technology Center, Morristown, NJ

Marco Pappagallo, M.D., joined BAETA’s Scientific Advisory Board on February 7, 2009, and is a Professor, Department of Anesthesiology and Director of Pain Medicine Research and Development at the Mount Sinai School of Medicine in New York, New York.

Dr. Pappagallo is one of the foremost experts in the field of pain medicine. Since mid-2006, Dr. Pappagallo has served as a Professor in the Department of Anesthesiology at Mount Sinai School of Medicine in New York City, where he is also an Director of Pain Medicine Research and Development and Attending Physician.

In the past, Dr. Pappagallo held the titles of Director-Division of Chronic Pain and Attending Physician in the Department of Pain Medicine and Palliative Care at Beth Israel Medical Center in New York City, and prior to this, Director of the Comprehensive Pain Treatment Center and Attending Physician in the Department of Neurology at the Hospital for Joint Diseases, in New York City. He also served as an Attending Physician in the Department of Neurology and Director, Division of Pain Medicine (Department of Neurology) at The Johns Hopkins Medical Institutions in Baltimore. Dr Pappagallo has also served as an Associate Professor in the departments of Neurology and Anesthesiology at Albert Einstein College of Medicine and the NYU School of Medicine, both in New York.

Education:
Nov 1976 - Nov 1982 Medical Doctor Degree "Summa cum Laude"
School of Medicine, University of Rome
Rome, Italy

Postdoctoral Training:
July 1986 – June 1987 Internship, Internal Medicine
Cabrini Medical Center, New York Medical College
New York, New York
July 1987 – June 1990 Residency, Neurology
State University of New York at Stony Brook
Stony Brook, New York
July 1990 – June 1993 Clinical & Research Fellowship in Pain Medicine
The Johns Hopkins Pain Treatment Center
Baltimore, Maryland

Certification:
Nov 1992 ABPN Neurology Board Certification # 36631
Sept 2000 ABMS Pain Management Board Certification #29
Recognized by the American Boards of Anesthesiology,
Psychiatry / Neurology, and Physical Medicine/ Rehabilitation

 
24

 

Licensure:
October 20, 1989 New York State Physician License # 180493

Academic Appointments:
July 1993 – June 1995 Clinical Instructor
Departments of Neurology, Neurosurgery, Anesthesiology
The Johns Hopkins University School of Medicine
Baltimore, Maryland
July 1995 - June 1999 Assistant Professor
Departments of Neurology, Neurosurgery, and Anesthesiology
The Johns Hopkins University School of Medicine
Baltimore, Maryland
July 1999 - June 2003 Associate Professor
Department of Neurology
NYU School of Medicine,
New York, New York
July 2003 – June 2006 Associate Professor
Departments of Neurology and Anesthesiology
Albert Einstein College of Medicine
Bronx, New York
July 2006 – Present Professor,
Department of Anesthesiology
Director – Pain Medicine Research and Development
Mount Sinai School of Medicine
New York, New York

Hospital Appointments:
July 1993 - June1999 Director, Division of Pain Medicine, Dept of Neurology
Attending Physician, Dept of Neurology
The Johns Hopkins Medical Institutions, Baltimore, Maryland
July 1999 – June 2003 Director - The Comprehensive Pain Treatment Center,
Attending Physician, Dept. of Neurology
Hospital for Joint Diseases, (HJD) Orthopedic Institute, Mt.
Sinai/NYU Health, New York, NY
July 2003 – June 2006 Director - Division of Chronic Pain
Attending Physician, Dept. of Pain Medicine & Palliative Care
Beth Israel Medical Center, New York, New York
July 2006 – Present Attending, Department of Anesthesiology
Mount Sinai Hospital, New York, New York

Samyadev Datta, M.B., B.S., FRCA., joined BAETA’s Scientific Advisory Board on January 25, 2009, and is a Director, Center for Pain Management in Hackensack, New Jersey.

Dr. Datta earned his medical degree from the Government Medical College in Mysore, India. Board Certified in anesthesiology from three countries, Dr. Datta conducted his most recent postdoctoral training in anesthesiology and pain management at Columbia Presbyterian Medical Center, Memorial Sloan-Kettering Cancer Center, and Cornell University Medical College, all in New York, New York.

An author of numerous articles, contributor to multiple books, and frequent guest speaker, Dr. Datta is a member of the Association of Anesthetists of Great Britain and Ireland, American Society of Anesthesiology, International Association for the Study of Pain, International Spinal Intervention Society, and American Society of Interventional Pain Physicians. As a nationally recognized expert in pain management, Dr. Datta has served on the Advisory Boards of Faulding Laboratories and Janssen Pharmaceuticals, among others. He is presently involved in multiple drug trials.

 
25

 

Education:
Kendriya Vidyalaya April, 1972 H.Sc. Shillong, India.
Government Medical College April, 1979 M.B.,B.S. Mysore, India.

Post Doctoral Training:
1978 - 1979 Rotating Internship Krishna Rajendra Hospital
Mysore, India
1979 - 1980 House Officer, Surgery/Medicine Safdarjung Hospital
New Delhi, India
1981 - 1982 Resident, Anaesthesia Safdarjung Hospital
New Delhi, India

Licensed Physician:
Karnataka State 1979 Bangalore, India
General Medical Council 1988 London, UK
Kansas 1995 Topeka, Kansas
New York 1996 Albany, NY
New Jersey 2000 Trenton, NJ

Board Certification:
Diploma in Anesthesia 1982 India
Doctor of Medicine (Anaesthesia) 1984 India
Diploma in Anaesthesia 1986 UK
Fellow of Royal College 1987 UK
Diplomate, American Board of Anesthesiology 1996 USA
American Board of Anesthesiology Certificate in 1998 USA

Positions And Appointments:
1980 - 1981 Research Officer All India Heart Foundation
New Delhi, India
1992 - 1994 Consultant, Anaesthesia, In charge Armed Forces Hospital
Pain Service Riyadh, Saudi Arabia
1996 - 1999 Clinical Assistant Anesthesiologist Memorial Hospital for Cancer
Department of Anesthesiology and Allied Diseases
and Critical Care Medicine(Division New York, NY
of Pain)
1996 - 1999 Clinical Assistant Memorial Sloan-Kettering Cancer Center
(Division of Pain) New York, NY
1996 - 2000 Instructor in Anesthesiology Weill Medical College of Cornell University
New York, NY
1999 - 2000 Assistant Attending Anesthesiologist Memorial Hospital for Cancer
Department of Anesthesiology and Allied Diseases
And Critical Care Medicine(Division New York, NY
of Pain)
1999 - 2000 Assistant Clinical Member Memorial Sloan-Kettering Cancer Center
(Division of Pain) New York, NY
2000 - 2000 Assistant Professor in Anesthesiology Weill Medical College of Cornell University
New York, NY
2000 - 2005 Consultant Anesthesiologist Holy Name Hospital, Teaneck, NJ
2002 - 2005 Director, Pain Management Services Holy Name Hospital, Teaneck, NJ
2005-present Director, Center for Pain Management Hackensack, NJ

 
26

 

Lauren Shaiova, M.D., B.S., joined BAETA’s Scientific Advisory Board on February 19, 2009, and is a Chief of Palliative Care and Pain Medicine, Metropolitan Hospital Center in New York, NY.

Dr. Shaiova earned her medical degree from The Autonomous University of Guadalajara, the oldest and largest private university in Mexico, and the Medical College in Valhalla, New York. Dr. Shaiova completed her most recent postdoctoral training in palliative care, pain management, physical medicine, and rehabilitation at Memorial Sloan- Kettering Cancer Center and St. Vincent's Hospital in New York, NY.

A nationally recognized academic and medical professional, Dr. Shaiova previously held positions at Memorial Sloan-Kettering Cancer Center, Medical College of Cornell University, Albert Einstein College, and Beth Israel Medical Center. Throughout her career, Dr. Shaiova has received numerous international awards recognizing her work.

Dr. Shaiova has been extensively involved in multiple research initiatives, is a scientific reviewer for 15 journals; has authored numerous articles for books and journals; and has been interviewed for magazine and television stories. Dr. Shaiova is a member of the American Pain Society, American Academy of Hospice and Palliative Medicine, and the American Academy of Physical Medicine and Rehabilitation, among other professional organizations.

Educational Background:
B.S. Indiana University July 1975-June 1979
Bloomington, Indiana
M.D. Autonomous Univ. of Guadalajara June 1982-July 1986
Guadalajara, Mexico
5th. Pathway Program, New York
Medical College, Valhalla, NY June 1989-July 1990

Postdoctoral Training:
Internship in Internal Medicine, Roosevelt Hospital, New
York July 1990-June 1991
Resident in Physical Medicine and Rehabilitation, Rush Presbyterian Hospital, New
York. June 1991-July 1992
Resident in Physical Medicine and Rehabilitation, St. Vincent’s Hospital,
New York July 1992-June 1994
Fellowship in Pain Medicine and Palliative Care
Dept. of Neurology, Pain and Palliative Care Service
Memorial Sloan-Kettering Cancer Center
July 1994- February 1996

Academic Appointments/Hospital Appointments:
Chief of Department of Pain Medicine and Palliative Care
Metropolitan Hospital Center
NYC NY Associate Professor NY Medical College( pending
Review September 2007 current
Associate Attending, Pain and Palliative Care Service, Department of Neurology
Memorial Sloan-Kettering Cancer Center, New York, New York.
Parallel Appointment Weill Medical College of Cornell University July 2006 – June
2007
Director of Inpatient Palliative Medicine unit Memorial Sloan-Kettering Cancer
Center
June 2006-June 2007
Assistant Professor, Department of Anesthesia, Albert Einstein College of Medicine,
June 2003 to June 2006.
Attending Physician Department of Pain and Palliative Care, Beth Israel Medical
Center. September 1997-June 30, 2006
 
27

 
Medical Director of Pain and Palliative Care Service, Rivington House HIV/AIDS Center
July 2005 to June 2006.
Director of Palliative Care, Kessler Institute for Rehabilitation, East Orange, New
Jersey. January 1997-August 1997.consultant, Pain and Palliative Medicine in HIV
Department, Broadway House, Newark, New Jersey. January 1997-August 1997.
Medical Director, West Essex Hospice, West Orange, New Jersey, Instructor University
Medicine and Dentistry of New Jersey, January 1997-September 1997.

Visiting Appointments/Professorships:
Visiting Professor Ben-Gurion Medical University of the Negev, Be’er Sheva, Israel
January 3, 2008-January 21 2008
Visiting Faculty Graduate School of Medicine of the University of Tokyo, Tokyo, Japan
September 4, 2007-September 17 2008
Medical University Of Zimbabwe, Africa. Visiting Professorship September 1999-
November 1999.
Instructor, ARC Venture National Medical Board Review, Rush University School of
Medicine. September 1987-July 1988.

DESCRIPTION OF PROPERTIES

From inception to March 31, 2009, and on a month-to-month basis thereafter until July 1, 2009, our Company leased its office space for its headquarters operation from its President at a monthly rent of $750. This arrangement terminated as of June 30, 2009.

On July 1, 2009, the Company began a one-year lease for office space for its headquarters operation from Regus at a minimum monthly rent of $952 which expires on June 30, 2010. The minimum full year rental commitment to June 30, 2010 is $11,424. The monthly rental fee typically varies in amount, with $952 being the minimum charged by the landlord Regus, based on the usage of services and utilities in a given month.

These executive offices are located at 1 Bridge Plaza, 2nd Floor, Suite 275, Fort Lee, NJ 07024.

A copy of the office space agreement with Regus is attached to this registration statement as Exhibit 10.16.

LEGAL PROCEEDINGS
 
We are not currently a party to any legal proceedings nor do we have knowledge of any pending or threatened legal claims. .
 
USE OF PROCEEDS
 
We will not receive any proceeds from the sale of the common stock offered through this prospectus by the Selling Stockholders.
 
DETERMINATION OF OFFERING PRICE
 
The $1.00 per share offering price of our common stock was determined based on our internal assessment of what the market would support. There is no relationship whatsoever between this price and our assets, earnings, book value or any other objective criteria of value.
 
We intend to apply to request a broker-dealer apply to have our common stock quoted on the OTC Bulletin Board upon our becoming a reporting entity under the Exchange Act. We intend to file a registration statement under the Exchange Act concurrently with the effectiveness of the registration statement of which this prospectus is a part. If our common stock becomes quoted on the OTC Bulletin Board and a market for the stock develops, the actual price of stock will be determined by prevailing market prices at the time of sale or by private transactions negotiated by the Selling Stockholders named in this prospectus. The offering price would thus be determined by market factors and the independent decisions of the Selling Stockholders named in this prospectus.

 
28

 
 
DILUTION
 
The common stock to be sold by the Selling Stockholders is common stock that is currently issued and outstanding. Accordingly, there will be no dilution to our existing stockholders.
 
SELLING STOCKHOLDERS
 
The Selling Stockholders named in this prospectus are offering an aggregate of 915,400 shares of our common stock registered in a registration statement of which this prospectus forms a part. The Selling Stockholders acquired such shares of our common stock under the exemption from the registration requirements under Regulation D and Section 4(2) promulgated under the Securities Act. To the best of our knowledge, none of the Selling Stockholders are a broker-dealer, underwriter or affiliate thereof.
 
The following table provides as of the date of this Prospectus, information regarding the beneficial ownership of our common stock held by each of the Selling Stockholders, including, the number of shares of our common stock beneficially owned by each prior to this offering; the total number of shares of our common stock that are to be offered by each Selling Stockholder; the total number of shares that will be beneficially owned by each Selling Stockholder upon completion of the offering; the percentage owned by each upon completion of the offering.
 
   
Beneficial Ownership Before
Offering
   
Number of
   
Beneficial Ownership After
Offering (1)
 
Name of Selling
Stockholder (1)
 
Number of
Shares (1)
   
Percent (2)
   
Shares Being
Offered
   
Number of
Shares
   
Percent (2)
 
Dr. Alex Y. Bekker (10)
    5,000       0.02 %     5,000       0       0.00 %
Liza Rodriguez (8)
    2,000       0.01 %     2,000       0       0.00 %
Anroy Ottley (8)
    100,000       0.45 %     100,000       0       0.00 %
Diane M. Ridley (8)
    4,000       0.02 %     4,000       0       0.00 %
Zenaida B. Deocera (8)
    2,000       0.01 %     2,000       0       0.00 %
Jeff Smok (8)
    8,000       0.04 %     8,000       0       0.00 %
Valentin Villaluz (8)
    20,000       0.09 %     20,000       0       0.00 %
Nataliya Donskaya (8)
    8,000       0.04 %     8,000       0       0.00 %
Michael Bibawy (8)
    4,000       0.02 %     4,000       0       0.00 %
Keesha Duncan (8)
    400       0.00 %     400       0       0.00 %
Donna-Vivian V. DeBelen (8)
    2,000       0.01 %     2,000       0       0.00 %
Paul Weissman (8)
    8,000       0.04 %     8,000       0       0.00 %
 
 
29

 
 
   
Beneficial Ownership Before
Offering
   
Number of
   
Beneficial Ownership After
Offering (1)
 
Name of Selling
Stockholder (1)
 
Number of
Shares (1)
   
Percent (2)
   
Shares Being
Offered
   
Number of
Shares
   
Percent (2)
 
Yulia Mogilyansky (8)
    4,000       0.02 %     4,000       0       0.00 %
Anatol Merson (8)
    400       0.00 %     400       0       0.00 %
Leonid Levsky (8)
    400       0.00 %     400       0       0.00 %
Elsa Wexler (8)
    20,000       0.09 %     20,000       0       0.00 %
Francis Asamoah (8)
    4,000       0.02 %     4,000       0       0.00 %
Michael Dubenko (8)
    2,000       0.01 %     2,000       0       0.00 %
Dmitriy V. Kolesnik (8)
    2,000       0.01 %     2,000       0       0.00 %
Mikhail Tsypenyuk (8)
    66,000       0.29 %     16,000       50,000       0.23 %
Sanjay Lalla (8)
    16,000       0.07 %     16,000       0       0.00 %
Fred Prendergass (8)
    400       0.00 %     400       0       0.00 %
Mikhail Gurfinkel (8)
    8,000       0.04 %     8,000       0       0.00 %
Bethany L. Taylor (8)
    2,000       0.01 %     2,000       0       0.00 %
Reginald A. Jenkins (8)
    400       0.00 %     400       0       0.00 %
Christopher Tully (8)
    20,000       0.09 %     20,000       0       0.00 %
Elena Groisberg & Mikhail Zats (8)
    30,000       0.13 %     30,000       0       0.00 %
Ignatius Scalia (8)
    60,000       0.27 %     50,000       10,000       0.04 %
Debra K. Duhart-Ball (8)
    20,000       0.09 %     20,000       0       0.00 %
Oliver S. Youssef (8)
    20,000       0.09 %     20,000       0       0.00 %
Lorna Ricafrente – Co (8)
    6,000       0.03 %     6,000       0       0.00 %
Christine Debenedectis (8)
    4,400       0.02 %     4,400       0       0.00 %
Jose F. Leyson (8)
    4,000       0.02 %     4,000       0       0.00 %
Tomas & Barbara Barrios (8)
    40,000       0.18 %     40,000       0       0.00 %
David E. Tenzer &
Ana Lazo Tenzer (8)
    40,000       0.18 %     40,000       0       0.00 %
Bruno Molino (8)
    60,000       0.27 %     60,000       0       0.00 %
Erno Grunstein (8)
    8,000       0.04 %     8,000       0       0.00 %

 
30

 
 
   
Beneficial Ownership Before
Offering
   
Number of
   
Beneficial Ownership After
Offering (1)
 
Name of Selling
Stockholder (1)
 
Number of
Shares (1)
   
Percent (2)
   
Shares Being
Offered
   
Number of
Shares
   
Percent (2)
 
Richard &
Diane Finkelstein (8)
    8,000       0.04 %     8,000       0       0.00 %
Robert Farrar (8)
    8,000       0.04 %     8,000       0       0.00 %
George A. Woroch (8)
    20,000       0.09 %     20,000       0       0.00 %
Jan S. Youssef (8)
    20,000       0.09 %     20,000       0       0.00 %
Susan Kaiser (8)
    4,000       0.02 %     4,000       0       0.00 %
Alita L. Dizon (8)
    4,000       0.02 %     4,000       0       0.00 %
Windows of Heaven and More, LLC (3) (9)
    21,000       0.09 %     1,000       20,000       0.09 %
Philip Magri (9)
    6,000       0.03 %     1,000       5,000       0.02 %
Joseph M. Patricola (9)
    11,000       0.05 %     1,000       10,000       0.05 %
Daniel Z. Kobrinski (9)
    1,000       0.00 %     1,000       0       0.00 %
Robert Sturtz (11)
    1,000       0.00 %     1,000       0       0.00 %
Display Equation, LLC (4) (12)
    1,000       0.00 %     1,000       0       0.00 %
M.B. Turnkey Design (5) (13)
    20,000       0.09 %     20,000       0       0.00 %
Ultraflex Int’l, Inc. (6) (14)
    100,000       0.45 %     100,000       0       0.00 %
Mark Donskoy (15)
    20,000       0.09 %     20,000       0       0.00 %
Douglas A. Rogers (16)
    304,000       1.36 %     152,000       152,000       0.68 %
Prime Studio, Inc. (7) (17)
    11,000       0.05 %     11,000       0       0.00 %
Vasyl Rubyov (18)
    26,000       0.12 %     1,000       25,000       0.11 %
Total
    1,187,400       5.28 %     915,400       272,000       1.21 %
 
Notes:
 
(1)
The named party beneficially owns and has sole voting and investment power over all shares or rights to these shares, unless otherwise shown in the table. The numbers in this table assume that none of the Selling Stockholders sells shares of common stock not being offered in this prospectus or purchases additional shares of common stock, and assumes that all shares offered are sold.
 
 
31

 

(2)
Applicable percentage of ownership is based on 22,501,052 shares of common stock issued and outstanding.
 
(3)
Virginia K. Sourlis has sole voting and dispositive control over Windows of Heaven and More, LLC.
 
(4)
Frank Christiano has sole voting and dispositive control over Display Equation, LLC.
 
(5)
Mirek Bogdanowicz has sole voting and dispositive control over M.B. Turnkey Design.
 
(6)
Mario Metodiev has sole voting and dispositive control over Ultraflex International, Inc.
 
(7)
Stuart Harvey Lee has sole voting and dispositive control over Prime Studio, Inc.
 
(8)
From the period of August through September of 2008, the Company conducted an offering of its common stock to certain qualified investors. The offering was conducted in accordance with exemptions from registration pursuant to Section 4(2) and Rule 506 of Regulation D under the Securities Act. Pursuant to the terms of the offering, the Company offered up to 1,000,000 shares of its Common Stock, par value $0.0001 per share, at a purchase price of $0.25 per share, to “accredited investors” only as defined in Rule 501(a) of Regulation D of the Securities. As of the close of the offering on September 25, 2008, the Company had sold approximately 930,400 shares of its common stock to approximately 44 accredited investors, and had raised an aggregate of $232,600.
 
(9)
On June 23, 2008, the Company issued 4,000 shares of its common stock to members of The Sourlis Law Firm, including Virginia K. Sourlis, Esq., Philip Magri, Esq., Joseph M. Patricola, Esq., and Daniel Z. Kobrinski, Esq. The Company issued the stock in consideration for professional 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.

(10)
On July 17, 2008, the Company issued 5,000 shares of its common stock to Dr. Alex Y. Bekker. The Company issued the stock in consideration for scientific consulting 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.

(11)
On July 17, 2008, the Company issued 1,000 shares of its common stock to Robert Sturtz. The Company issued the stock in consideration for graphic design 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.

(12)
On July 17, 2008, the Company issued 1,000 shares of its common stock to Display Equation, LLC. The Company issued the stock in consideration for graphic design 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.

(13)
On July 17, 2008, the Company issued 20,000 shares of its common stock to M.B. Turnkey Design. The Company issued the stock in consideration for product design 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.

 
32

 

(14)
On July 17, 2008, the Company issued 100,000 shares of its common stock to Ultraflex International, Inc. The Company issued the stock in consideration for product engineering 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.

(15)
On July 17, 2008, the Company issued 20,000 shares of its common stock to Mark Donskoy. The Company issued the stock in consideration for internet security consultation 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.

(16)
On May 15, 2008, the Company entered into Consulting Agreement with Douglas Rogers, one of the Selling Stockholders named in the Selling Stockholders Table, and President of Rogers Consulting Group. Pursuant to the Consulting Agreement, the Company retained Mr. Rogers to provide the Company executive advisory consulting services for a term of four months, from May 15, 2008 to September 15, 2008. In consideration for services rendered by Mr. Rogers under the Consulting Agreement, Mr. Rogers received cash compensation in the aggregate amount of $12,000. Pursuant to a verbal agreement, on July 17, 2008, the Company issued to Mr. Rogers the 152,000 shares of common stock being registered for resale on behalf of Mr. Rogers due to the fact that Mr. Rogers was spending more time than originally contemplated by the Company and Mr. Rogers under the Consulting Agreement. The shares were issued for services already rendered as of September 15, 2008.

The shares were 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.

(17)
On July 17, 2008, the Company issued 11,000 shares of its common stock to Prime Studios, Inc. The Company issued the stock in consideration for graphic design 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.

(18)
On September 2, 2008, the Company issued 1,000 shares of its common stock to Vasyl Rubyov. The Company issued the stock in consideration for software engineering 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.

Company Relationships with Selling Stockholders

Douglas A. Rogers – Rogers Consulting Group
On May 15, 2008, the Company entered into Consulting Agreement with Douglas Rogers, one of the Selling Stockholders named in the Selling Stockholders Table, and President of Rogers Consulting Group. Pursuant to the Agreement, the Company retained Mr. Rogers to provide the Company executive advisory consulting services for a term of four months, May 15, 2008 through September 15, 2008. For these services, Mr. Rogers received cash compensation in the amount of $12,000, as well as 152,000 shares of the Company’s common stock (issuance date July 17, 2008) pursuant to a verbal modification to the original consulting agreement between BAETA Corp. and Rogers Consulting Group, attached hereto as Exhibit 10.2.2. This verbal modification took place on or about July 17, 2008 and was never memorialized in writing. The purpose of the modification to the contract was to compensate Rogers Consulting for much more time spent working with the Company than originally anticipated and contracted for in the original consulting agreement between Rogers Consulting and Baeta Corp., dated May 15, 2008. The 152,000 shares issued to Mr. Rogers on July 17, 2008 pursuant to the foregoing are being registered for sale in this registration statement.

 
33

 

On August 18, 2008 and October 28, 2008 in two agreement amendments , the Company and Rogers Consulting Group extended the term of Mr. Rogers’ consulting services to the Company and amended the aforementioned Consulting Agreement, whereby Mr. Rogers received additional $20,000 and 152,000 (issuance date October 28, 2008) shares to perform additional consulting services. This amendment to the Agreement is attached as Exhibit 10.4. The 152,000 shares issued to Mr. Rogers on October 28, 2008 pursuant to the foregoing are not being registered for sale in this registration statement.

Mr. Rogers is not an affiliate of a broker-dealer.

On January 29, 2009, the Company and Rogers Consulting Group executed a Settlement Agreement and Release to effectuate a termination of the aforementioned Consulting Agreement, as amended. A copy of this Settlement and Release Agreement is attached to this registration statement as Exhibit 10.7. In accordance with the Settlement and Release Agreement, Rogers Consulting Group is no longer providing any type of consulting or other services to the Company, going forward. Pursuant to the Settlement and Release Agreement, Rogers Consulting was required to assist the Company in preparing its annual audited financials, for the fiscal year ended December 31, 2008, with the Company’s independent auditing firm as well as assist the Company in preparing the registration on Form S-1 to be filed with the Securities and Exchange Commission. For these final services, Rogers Consulting was compensated in the amount of $5,000.

From May 15, 2008 through September 15, 2008, Rogers Consulting Group consulted BAETA Corp. with respect to the following functions:

 
·
Assisting management with PCAOB Annual Audits & Quarterly Financial Reporting;
 
·
Assisting management with the preparation & maintenance of Financial Statements;
 
·
Assisting management with the preparation & maintenance of supporting Sub-Ledgers including Equity Ledgers and Additional Paid-In Capital (“APIC”) Calculations, and Reconciliation & Accounting of all Financial Sub-Ledgers;
 
·
Assisting management with the development of Internal Control over Financial Report and associated Procedures and development;
 
·
Assisting management with Company Operations, including Budgeting & Pro-Forma Statements, Inventory Management, Sales Tracking & Reconciliation, Corporate Filings, Hiring & Financial Personnel Management, Corporate Governance, and Capital Formation.

For these consulting services, Rogers Consulting was compensated approximately $12,000, as well as 152,000 shares of the Company’s common stock.

In addition to the above-mentioned functions, from September 15, 2008 through January 1, 2009, Rogers Consulting Group was engaged to perform the following additional functions:

 
·
Capital Formation – attempted to act as independent agent to the Company for the purpose of securing an estimated $500,000 - $3,000,000 of equity, debt or equivalent form of operating capital from private capital sources. While contemplated per the October 28, 2008 agreement, this was never actively pursued.

 
·
Market Makers. – assisted management to identify, negotiate, engage and oversee with Market-Makers to support the Company’s transition to the public markets.

 
·
Transfer Agents – assisted management to identify, negotiate, engage and oversee with a Transfer Agent to support the Company’s transition to the public markets.

 
·
Financial Public Relations – assisted management to identify, negotiate, engage and oversee an appropriate Public Relations firm to enhance visibility for the Company’s products, services and public equity status. While contemplated per the October 28, 2008 agreement, this was never actively pursued.

For these consulting services, Rogers Consulting was compensated approximately $20,000, as well as 152,000 shares of the Company’s common stock.

 
34

 

As mentioned above, Rogers Consulting Group no longer provides consulting services to the Company, as the Company is transitioning from the use of consultants to the employment of a management team.

Dr. Alex Y. Bekker, MD
Upon inception, Dr. Bekker entered into a verbal consulting contract with the Company that covered the period of August 17, 2007 through December 31, 2008. A summary of this verbal consulting agreement is attached hereto as Exhibit 10.8. Pursuant to the terms of the verbal Agreement, Dr. Bekker was responsible for introducing Company product to colleagues and industry professionals, as well as for development and modification of content for healthcare providers relating to the Company’s products. For his services rendered for the initial month of service, Dr. Bekker received 5,000 shares of common stock, which are being registered in the registration statement.

For his services rendered for the remainder of his consulting contract with the Company, from the period of September 15, 2007 through December 31, 2008, and for his role as Member of the BAETA Corp. Scientific Advisory Board, Dr. Bekker received a stock option to purchase 50,000 shares of BAETA Common Stock at $0.50 per share, pursuant to the Company’s 2009 Stock Option Plan.
 
Other the forgoing, none of the Selling Stockholders:
 
 
1.
Is an affiliate of a broker-dealer;
 
 
2.
Has had a material relationship with us other than as a stockholder at any time within the past three years; or
 
 
3.
Has ever been one of our officers and directors.
 
PLAN OF DISTRIBUTION
 
This prospectus is part of a registration statement that enables the Selling Stockholders to sell their shares on a continuous or delayed basis after this registration statement is declared effective by the Securities and Exchange Commission. The Selling Stockholders may sell some or all of their common stock in one or more transactions, including block transactions:
 
 
·
In public markets as the common stock may be trading from time to time;
 
·
In privately negotiated transactions;
 
·
Through the writing of options on the common stock;
 
·
In short sales; or
 
·
In any combination of the aforementioned methods of distributions.
 
The Selling Stockholders are offering their respective shares of common stock for sale at the disclosed fixed price of $1.00 per share. This offering price will be in effect until our common stock is quoted on the OTC Bulletin Board. Once our common stock is quoted on the OTC Bulletin Board, the selling stockholders’ offering price will be dictated by then prevailing market prices or privately negotiated prices.
 
Although we intend to request a registered broker-dealer apply to have our common stock quoted on the OTC Bulletin Board, public trading of our common stock may never materialize or if materialized, be sustained. If our common stock is quoted on the OTC Bulletin Board, then the sales price to the public will vary according to the selling decisions of each Selling Stockholder and the market for our stock at the time of resale. In these circumstances, the sales price to the public may be:
 
 
·
the market price of our common stock prevailing at the time of sale;

 
35

 

 
·
a price related to such prevailing market price of our common stock; or
 
 
·
such other price as the Selling Stockholders determine from time to time.
 
The Selling Stockholders named in this prospectus may also sell their shares directly to market makers acting as agents in unsolicited brokerage transactions. Any broker or dealer participating in such transactions as an agent may receive a commission from the Selling Stockholders, or, if they act as an agent for the purchaser of such common stock, from such purchaser. The Selling Stockholders are expected to pay the usual and customary brokerage fees for such services.
 
We can provide no assurance that all or any of the common stock offered will be sold by the Selling Stockholders named in this prospectus.
 
The estimated costs of this offering are $42,116. We are bearing all costs relating to the registration of the common stock. The Selling Stockholders, however, will pay any commissions or other fees payable to brokers or dealers in connection with any sale of the common stock.
 
The Selling Stockholders named in this prospectus must comply with the requirements of the Securities Act and the Exchange Act in the offer and sale of the common stock. The Selling Stockholders and any broker-dealers who execute sales for the Selling Stockholders may be deemed to be an “underwriter” within the meaning of the Securities Act in connection with such sales. In particular, during such times as the Selling Stockholders may be deemed to be engaged in a distribution of the common stock, and therefore be considered to be an underwriter, they must comply with applicable law and be required to, among other things:
 
 
·
Not engage in any stabilization activities in connection with our common stock;
 
 
·
Furnish each broker or dealer through which common stock may be offered, such copies of this prospectus, as amended from time to time, as may be required by such broker or dealer; and
 
 
·
Not bid for or purchase any of our securities or attempt to induce any person to purchase any of our securities other than as permitted under the Exchange Act.
 
If an underwriter is selected in connection with this offering, an amendment will be filed to identify the underwriter, disclose the arrangements with the underwriter, and we will file the underwriting agreement as an exhibit to this prospectus.
 
 The Selling Stockholders and any other persons participating in the sale or distribution of the shares will be subject to applicable provisions of the Exchange Act and the rules and regulations under such act, including, without limitation, Regulation M. These provisions may restrict certain activities of, and limit the timing of purchases and sales of any of the shares by the selling stockholders or any other such person. In the event that the selling stockholders are deemed affiliated purchasers or distribution participants within the meaning of Regulation M, then the selling stockholders will not be permitted to engage in short sales of common stock. Furthermore, under Regulation M, persons engaged in a distribution of securities are prohibited from simultaneously engaging in market making and certain other activities with respect to such securities for a specified period of time prior to the commencement of such distributions, subject to specified exceptions or exemptions. In regards to short sells, the Selling Stockholder can only cover its short position with the securities they receive from us upon conversion. In addition, if such short sale is deemed to be a stabilizing activity, then the Selling Stockholder will not be permitted to engage in a short sale of our common stock. All of these limitations may affect the marketability of the shares.

 
36

 
 
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
 
The following table sets forth the respective names, ages and positions of our directors and executive officers as well as the year that each of them commenced serving as a director with BAETA. The terms of all of the directors, as identified below, will run until our annual meeting of stockholders in 2009 or until their successors are elected and qualified.

Person and Position:
 
Age:
 
Held Position Since:
Dr. Alexander Gak, M.D.
President and Chairman of the Board
 
40
 
August 14, 2007
Mr. Leonid Pushkantser
Chief Executive Officer
(Principal Executive Officer)
 
55
 
May 29, 2009
Mr. Jeff Burkland
Chief Financial Officer
(Principal Financial and Accounting Officer)
 
38
 
March 1, 2009
Eugene Gribov
Chief Technology Officer
 
44
 
May 29, 2009
Lee Smith
Chief Marketing Officer
 
45
 
May 29, 2009
Dr. Leonid Topper
Chief Medical Officer
  
42
  
April 1, 2009

Management and Director Biographies

Each of the foregoing persons may be deemed a “promoter” of the Company, as that term is defined in the rules and regulations promulgated under the Securities Act. Directors are elected to serve until the next annual meeting of stockholders and until their successors have been elected and have qualified.

Officers are appointed to serve until the meeting of the Board of Directors following the next annual meeting of stockholders and until their successors have been elected and have qualified.

Dr. Alexander Gak, M.D., 40, is Chairman and President of BAETA Corp., and is currently serving on a part-time basis, dedicating approximately 50% of his time on matters relating to BAETA. An ABA Board Certified anesthesiologist, Dr. Gak is an Attending Anesthesiologist at Liberty Anesthesia Associates, LLC and is responsible for patient care throughout the Jersey City Medical Center and in various outpatient settings. Dr. Gak has held this position from 2006, through the present time. Prior to his tenure at Jersey City Medical Center, from 2001 – 2006, Dr. Gak served as an Attending Anesthesiologist at the Englewood Hospital and Medical Center in Englewood, New Jersey.

Dedicated to a career in the medical industry and based upon his ongoing efforts to improve patient care, Dr. Gak has been the creative force behind Baeta Corp.’s products and is cited as an inventor on multiple patent applications. Previously, Dr. Gak served as an Attending Anesthesiologist at the Englewood Hospital and Medical Center in Englewood, New Jersey, conducting his Residency at the Mount Sinai School of Medicine in New York. Dr. Gak obtained his Medical degree from the Stony Brook School of Medicine in Stony Brook, New York. A member of the Golden Key Honor Society and the Dean’s List, Dr. Gak graduated Magna Cum Laude from Hunter College, CUNY with a Bachelor’s degree in Chemistry.

 
37

 
Mr. Leonid Pushkantser, 55, joined BAETA Corp in May 2009 as the Company’s Chief Executive Officer, and is currently serving the Company on a fulltime basis. Working in the manufacturing and medical industries for more than two decades, Mr. Pushkantser has experience manufacturing and bringing new products to market — both domestically and internationally. Prior to joining Baeta Corp., Mr. Pushkantser was the Vice President of Operations for AFC Industries where he was responsible for engineering, manufacturing, quality assurance, customer service, human resources, cost accounting and profitability, and compliance with FDA, EPA, and OSHA standards. Previously, Mr. Pushkantser was also a Director of Manufacturing, Plant Manager and Processing Manager for an FDA regulated automated cancer screening test.

Mr. Pushkantser received a Master's of Science in Business Operations and a Bachelor's of Science in Mechanical Engineering — both from Polytechnic University in Kiev, Ukraine.

Below is a timeline of Mr. Pushkantser’s employment experience since 1992:

2003 to 2009 Vice President of Operations; AFC Industries
2000 to 2003 Director of Manufacturing; Refcon, Inc.
1999 to 2000 Plant Manager; Superior Walls of the Hudson Valley
1992 to 1999 Processing Manager; NeuroMedical Systems, Inc.

Mr. Jeff Burkland, 38, is Chief Financial Officer of BAETA Corp. and is currently serving on a part-time basis, dedicating approximately 15% or 6 hours per week on matters relating to BAETA. Mr. Burkland has over 15 years of business experience in both strategic and tactical financial roles, building financial models, performing financial analysis and fund raising as well as in operation roles, managing and improving operational processes and leading marketing and product management efforts.

Education and Certification:
 
MBA, Harvard Business School, First Year Honors
 
BS, Electrical Engineering and Economics, Summa Cum Laude, Duke University
 
Oxford University, International Finance Studies

Since the beginning of 2008 to the present date, Mr. Burkland has provided independent consulting to startup and growth companies, performing strategic finance duties, including:

 
Critical financial modeling and other support for the Series B raise of a SaaS provider in the Consumer Packaged Goods and retailer space.
 
Fund raising and accounting management at eRealInvestor, a software service provider for real estate investors.
 
Cash management, business model development and organizational planning and analysis as CFO for CRC Results, an internal audit consulting company.
 
Fund raising as an advisor for firms raising money as well as in the roll of a potential investor.

From 2005 through 2008, Mr. Burkland was co-Principal of CRC Results and, as part of that role, led Sarbanes-Oxley Section 404 efforts for several large and small-cap telecommunications and financial services clients.

From early 2004 to the beginning of 2005, Mr. Burkland provided independent consulting, assisting companies with their Sarbanes-Oxley Section 404 efforts.

Mr. Burkland has previously held the role of VP of Finance and Operations for Synaptex, a software company. As a member of the senior management team, Mr. Burkland developed the business plan, financial forecasts, industry analysis and competitive analysis for the company.

Mr. Burkland’s permanent roles included employment with UTStarcom, a telecommunications equipment manufacturer, where he was a key member of a small team responsible for extending the company’s presence outside of China.

 
38

 

At Zhone Technologies, Mr. Burkland ran tactical segment marketing for the 500-person telecom equipment manufacturer. He prepared several board-level market-assessment presentations, developed and executed sales promotions, and interfaced with research analysts. Prior to Zhone, Mr. Burkland worked in product management at NorthPoint Communications, a heavily financed DSL service provider.

Mr. Burkland began his career at AT&T, where he was selected to the company’s Fast Track Program.

Mr. Burkland completed his MBA at Harvard Business School after his tenure with AT&T.

Mr. Eugene Gribov, 44, joined BAETA Corp in May 2009 as the Company’s Chief Technology Officer, and is currently serving the Company on a part-time basis devoting approximately 25% of his time on matters relating to BAETA Corp. Mr. Gribov has more than 20 years of international engineering management, product development, and offshore manufacturing management experience across a wide array of sectors including the Information Technology and Medical industries.

Mr. Gribov is currently the President of Globe Audio Design Inc. which develops high-power audio solutions. Previously Mr. Gribov designed semiconductor, integrated circuitry, optoelectronic, and software-based solutions for Kintek Inc. and Globe Ltd. Further showcasing Mr. Gribov's technical skills, he worked in a select group of researchers under the direct supervision of Nobel Prize winner, Zhores Alferov.

Mr. Gribov graduated with honors from Sankt-Peterburgskij Gosudarstvennyj Elektrotehniceskij Universitet (LETI) with a Master's of Science in Electrical Engineering.

Below is a timeline of Mr. Gribov’s employment history since 1989:

2004 – Present: Globe Audio Design Inc
2003 –2003 (10 months): Gemini Sound Products Corp
1996 –2002: Kintek Inc
1994 –1996: Globe Ltd
1989 –1993: Physical Technical Institute of Russian Academy of Science

Mr. Lee Smith, 45, joined BAETA Corp in May 2009 as the Company’s Chief Marketing Officer, and is currently serving the Company on a part-time basis devoting approximately 25% of his time on matters relating to BAETA Corp. With more than 20 years of experience in the technology, marketing, and advertising industries, Mr. Smith has a track record of developing new products, defining successful brands, creating marketplace awareness, and driving sales.

Mr. Smith is the President and CEO of Persuasive Brands, a marketing services agency dedicated to branding and sales generation. Previously, Mr. Smith was the founder, COO, and acting CEO of InsightExpress, a firm he grew to one of the 50 largest market research companies in the United States in six years. Mr. Smith's innovative ideas and business practices have been recognized via four U.S. patents.

Mr. Smith holds an MBA in Marketing and Finance from Carnegie Mellon University's Tepper Business School and a Bachelor's of Science in Computer Science from The Pennsylvania State University.

Below is a timeline of Mr. Smith’s employment experience since 1986:

2005 to Present: President & CEO; i-Decide and Persuasive Brands
1999 to 2005: Founder, President, COO, and Acting CEO; InsightExpress
1997 to 1999: Vice President, Marketing and Business Development; NFO
1995 to 1997: Product Strategist, Structured Finance; Moody’s Investors Service (a Dun & Bradstreet Company)
1993 to 1995: Management Executive; Dun & Bradstreet
1991 to 1993: MBA Program; Carnegie Mellon University’s Business School

 
39

 

1986 to 1991: Senior Systems Programmer; Unisys

Dr. Leonid Topper, M.D., 42, joined BAETA Corp in March 2009 as the Company’s Chief Medical Officer, serving the Company on a part-time basis dedicating approximately 5% if his time on matters relating to BAETA.

Dr. Topper is an attending neurologist with Pediatric Neurology Associates since October 2005. Prior to Pediatric Neurology Associates, Dr. Topper practiced at the Schneider Children’s Hospital in New York where he served as a pediatric neurology attending of the Brain Tumor Program and Epilepsy service. As a neurologist of the Brain Tumor Center, Dr. Topper conducted weekly multi-specialty clinic for children and adults with various forms of brain cancer. Along with neuro-oncologists, neurosurgeons, and radiation therapy doctors, Dr. Topper actively participated in decision making regarding the best possible care for these children.

Dr. Topper has extensive experience in the diagnosis and management of children with seizures and epilepsy. For number of years he was responsible for the reading and interpretation of in-patient and out-patient video EEG monitoring tests, averaging about 450 tests a year. He also cared for large number of patients with headaches, brain infections, stroke, tics and Tourette syndrome, nerve and muscle conditions, autistic disorders, ADHD, and neonatal brain problems.

Following his 5 years of general pediatric training, Dr. Topper completed 3 years of neurology and pediatric neurology fellowship at the Long Island Jewish Medical Center in New York. He is board certified in both pediatric and adult neurology. He serves as an examiner for the oral exams in pediatric neurology conducted by the American Board of Psychiatry and Neurology. Additionally, Dr. Topper is a member of the Royal College of Pediatrics and Child Health in the United Kingdom.

Teaching and medical publications are areas of his strong interests. Dr. Topper authored a number of teaching brochures for doctors in training, and composed an instructional compact disc explaining the techniques of neurological examination in infants and children. He conducted lecture series for general pediatricians, neurologists, and psychiatrists on various aspects of neurologic disorders in children. Dr. Topper has also co-authored articles in Pediatric Neurology and Headache journals.

Below is a timeline of Dr. Topper’s employment since 1989:

Pediatric Neurologist
Advocare Pediatric Neurology Associates, P.A.
Morristown, NJ
2005 - present

Pediatric Neurology Attending
Schneider Children’s Hospital
New Hyde Park, NY
2002 – 2005

Pediatric Neurology Attending
Chaim Sheba Medical Center, Israel
2000 – 2002

Pediatric Neurology fellowship
Long Island Jewish and Schneider Children’s Hospitals
New Hyde Park, NY
1997-2000

General pediatrics residency
Chaim Sheba Medical Center, Israel
1992 – 1995 and 1996 - 1997

 
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Military physician
Israeli Defense Forces
1995 – 1996

Internship
Vilnius Children’s Hospital
Vilnius, Lithuania
1989 – 1991
 
Former Promoters

Ralph Amato – Ventana Capital Partners, Inc.:
On March 1, 2008, the Company entered into Consulting Agreement with Ventana Capital partners, Inc. and Ralph Amato, president of Ventana Capital Partners, Inc. Pursuant to the Agreement, Ventana Capital Partners was retained to provide the following advisory services and business financing activities to the Company on an exclusive basis for a term of one year from the date of the Agreement, and on a non-exclusive basis for an additional one year thereafter:

·
Assist the Company in preparing documentation to be submitted to the Company’s legal counsel for the preparation of a Registration Statement to be submitted to the SEC.

·
Assist the Company in obtaining and engaging a PCAOB designated audit firm and to assist the Company with the preparation of financial statements to be submitted to the Company’s auditors as required for the transaction described in this Agreement.

·
Assist the Company with facilitating a broker dealer to file the Company’s 15-c2-11 with FINRA after the Company’s Registration Statement has deemed effective by the SEC.

·
Assist the Company with determining a valuation that is consistent within its industry and acceptable to the investment community.

·
Assist the Company with the formation of its capitalization and long term capital structure

·
Assist Company with the negotiations, transaction terms, conditions and structure of contractual agreements as required by the Company.

·
Assist the Company with all matters concerning the future growth and direction of the Company.

·
Assist the Company with retaining Investor and Public Relations professionals to represent the Company once it is publicly traded.

·
Assist the Company with the terms, conditions and formation of an initial offering of equity financing (the “Private Equity Financing”) for the Company in conjunction with the filing of the Company’s Registration Statement.

·
Assist the Company in obtaining a Market-Maker and Brokerage support to establish a public market for the common stock following the Company’s approval for trading on the OTC Bulletin Board.

·
Introduce the Company to equity funding sources for a second round of financing (the proposed “PIPE Funding”) after the company is publicly traded.

·
Assist the Company with retaining a Stock Transfer Agent and the coordination of stock issuances.

 
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·
Assist the Company with sourcing a firm to Edgarize all documents as required by the SEC.

For these services, Ventana Capital Partners received cash compensation in the amount of $40,000, as well as 2,000,000 of the Company’s outstanding common stock directly from Dr. Gak. Ventana Capital Partners is not a registered broker–dealer under Section 15A of the Securities Exchange Act of 1934, as amended, or any similar state law.

This consulting agreement was terminated and rescinded pursuant to a Settlement Agreement and Mutual Release between the parties, executed on November 14, 2008, and attached hereto as Exhibit 10.6. Pursuant to the Settlement Agreement and Mutual Release, the 2,000,000 shares issued to Mr. Amato in uncertificated form were returned. The relationship between the Company and Ventana Capital Partners and Ralph Amato has been terminated in all capacities.

Involvement in Certain Legal Proceedings

None of the director(s) or executive officers of the Company, and to the best of our knowledge upon reasonable inquiry, no promoters (past or present) of the Company (i) has been involved as a general partner or executive officer of any business which has filed a bankruptcy petition; (ii) has been convicted in any criminal proceeding nor is subject to any pending criminal proceeding; (iii) has been subjected to any order, judgment or decree of any court permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; and (iv) has been found by a court, the United States Securities and Exchange Commission or the Commodities Futures Trading Commission to have violated a federal or state securities or commodities law.

DIRECTOR AND OFFICER COMPENSATION

Summary Compensation Table

The following table sets forth certain compensation information for: (i) each person who served as the chief executive officer of our company at any time during the year ended December 31, 2008, regardless of compensation level, and (ii) each of our other executive officers, other than the chief executive officer, serving as an executive officer at any time during 2008. The foregoing persons are collectively referred to herein as the “Named Executive Officers.” Compensation information is shown for fiscal years 2008 and 2007.

 Name/Principal Position
 
Year
 
Salary
   
Bonus
   
Stock
Awards
   
Option
Awards
   
Non-Equity
Incentive Plan
Compensation
   
Nonqualified
Deferred
Compensation
Earnings
   
All Other
Compensation
   
Total
 
Dr. Alexander Gak*
                                                                   
President and Chairman
 
  2008
  $ 30,000     $ 0       60,000     $ 0     $ 0     $ 0     $ 0     $ 0  
   
  2007
  $ 0     $ 0     $ 0     $ 0     $ 0     $ 0     $ 0     $ 0  
                                                                     
Mr. Jeff Burkland
 
   
                                                               
Chief Financial Officer
 
  2008
    N/A       N/A       N/A       N/A       N/A       N/A       N/A       N/A  
   
  2007
    N/A       N/A       N/A       N/A       N/A       N/A       N/A       N/A  
                                                                     
Dr. Leonid Topper
 
   
                                                               
Chief Medical Officer
 
  2008
    N/A       N/A       N/A       N/A       N/A       N/A       N/A       N/A  
   
  2007
    N/A       N/A       N/A       N/A       N/A       N/A       N/A       N/A  
                                                                     
Mr. Eugene Gribov
 
   
                                                               
Chief Tech Officer
 
  2008
    N/A       N/A       N/A       N/A       N/A       N/A       N/A       N/A  
   
  2007
    N/A       N/A       N/A       N/A       N/A       N/A       N/A       N/A  
                                                                     
Mr. Len Pushkantser
 
   
                                                               
Chief Executive Officer
 
  2008
    N/A       N/A       N/A       N/A       N/A       N/A       N/A       N/A  
   
  2007
    N/A       N/A       N/A       N/A       N/A       N/A       N/A       N/A  
                                                                     
Mr. Lee Smith
 
   
                                                               
Chief Marketing Officer
 
  2008
    N/A       N/A       N/A       N/A