BAETA CORP - FORM 10-Q - August 12, 2011

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EXCEL - IDEA: XBRL DOCUMENT - BAETA CORP	Financial_Report.xls
EX-31.1 - EXHIBIT 31.1 - BAETA CORP	v231068_ex31-1.htm
EX-32.2 - EXHIBIT 32.2 - BAETA CORP	v231068_ex32-2.htm
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EX-32.1 - EXHIBIT 32.1 - BAETA CORP	v231068_ex32-1.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended June 30, 2011

¨	TRANSACTION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________________________ to ___________________________

Commission file number: 000-54350

BAETA CORP.

(Exact Name of Registrant as Specified in Its Charter)

New Jersey		26-0722186
(State of Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification Number)

1 Bridge Plaza Second Floor, Suite 275 Fort Lee, NJ		07024
(Address of Principal Executive Offices)		(Zip Code)

(201) 471-0988

(Registrant’s Telephone Number, Including Area Code)

N/A

(Former Name, Former Address and Former Fiscal Year, If Changed Since Last Report)

Copies to:

The Sourlis Law Firm

Joseph M. Patricola, Esq.

The Courts of Red Bank

130 Maple Avenue, Suite 9B2

Red Bank, New Jersey 07701

Direct: (732) 618-2843

Office: (732) 530-9007

Fax: (732) 530-9008

JoePatricola@SourlisLaw.com

www.SourlisLaw.com

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ¨ No ¨

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	¨	Accelerated filer	¨

Non-accelerated filer	¨	Smaller reporting company	x

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

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.

As of August 11, 2011, there were 24,969,808 shares of Common Stock outstanding, 100 shares of Series A Preferred Stock outstanding and 2 Shares of Series B Convertible Preferred Stock outstanding.

TABLE OF CONTENTS

		Page
PART I – FINANCIAL INFORMATION		3
Item 1.	Financial Statements	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Plan of Operations	16
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	22
Item 4T.	Controls and Procedures	22

PART II – OTHER INFORMATION		24
Item 1.	Legal Proceedings	24
Item 1A.	Risk Factors	24
Item 2.	Unregistered Sale of Equity Securities and Use of Proceeds	24
Item 3.	Defaults Upon Senior Securities	28
Item 4.	Submission of Matters to a Vote of Security Holders	29
Item 5.	Other Information	29
Item 6.	Exhibits	30

SIGNATURES		31

PART I

Item 1. Financial Statements.

Baeta Corp.

( a Developmental Stage Company)

Balance Sheets

	As of			As of
	June 30,			December 31,
	2011			2010
	(Unaudited)			(Audited)

ASSETS

Current Assets
Cash	$	24,706			16,600
Accounts Receivable		350			5,000
Inventory		27,730			28,058
Total Current Assets		52,786			49,658

Other Assets
Software Application		303,857			265,607
Plant Property & Equipment, net of accumulated depreciation of		23,936			24,202
Organization, net of accumulated amortization of $ 204		76			111
Deposit		1,904			1,904
Total Other Assets		329,774			291,824

TOTAL ASSETS	$	382,560			341,483

LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)

Current Liabilities
Accounts Payable	$	193,229			78,122
Accounts Payable Related Party		339,000			249,000
Line of Credit		50,031			46,744
Other Current Liabilities		61,149			57,915
Shareholder Advance — Short Term		48,324			40,074
Shareholder Note — Short Term		70,000			70,000
Total Current Liabilities		761,733			541,855

Long-Term Liabilities
Convertible Note		205,694			118,194
Interest Payable, Convertible Note		11,667			6,667
Shareholder Advance		25,500			25,500
Shareholder Note		372,646			360,468
Total Long-Term Liabilities		615,507			510,829

TOTAL LIABILITIES		1,377,239			1,052,684

Stockholders' Equity (Deficit)

Preferred stock, 10,000,000 shares authorized with a par value of $ 0.0001. 100 shares of Series A issued or outstanding (100 issued and outstanding as of 2011)		0			0
Common stock, 100,000,000 shares authorized with a par value of $ 0.0001, issued and outstanding 24,863,141 shares at June 30, 2011		2,486			2,388
Paid-in capital		2,390,434			2,052,490
Losses that have accumulated during the development stage		(3,387,600	)		(2,766,078	)

Total Stockholders' Equity (Deficit)		(994,679	)		(711,201	)

TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)	$	382,560			341,483

See Notes Financial Statements

Baeta Corp.

( a Developmental Stage Company)

Statement of Operations

	Three-Month Period Ended			Three-Month Period Ended			Six-Month Period Ended			Six-Month Period Ended			Cumulative during development stage
	June			June			June			June			August, 2007 to
	2011			2010			2011			2010			June 30, 2011
	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)
Revenues
Revenue	$	1,244		$	-		$	1,862		$	-		$	10,984
Total Revenue		1,244			-			1,862			-			10,984

Cost of Goods Sold
Cost of Goods Sold		0			-			173			-			2,802
Total Cost of Goods Sold		0			-			173			-			2,802

Gross Profit		1,244			-			1,689			-			8,181

Operating Expenses

Amortization		150			150			301			301			1,600
Research & Development		47,250			45,750			94,500			111,000			513,562
Sales & Marketing		80,137			61,091			154,011			112,974			578,748
General & Administrative Personnel Expenses		214,539			111,615			341,171			255,902			824,895
Professional Service Fees		(72,690	)		27,728			(43,960	)		48,559			279,263
Other miscellaneous operating expenses		20,646			14,235			39,768			30,024			1,128,192
Total Operating Expenses		290,032			260,569			585,790			558,759			3,326,259

Loss From Operations		(288,788	)		(260,569	)		(584,101	)		(558,759	)		(3,318,077	)

Other income (expense)														0
Gain on Repurchase of Shares														51,000
Charitable Donation														(7,500	)
Interest expense		(19,561	)		(15,218	)		(37,071	)		(22,340	)		(108,814	)

Net Loss Before Provision For Income Taxes		(308,349	)		(275,787	)		(621,172	)		(581,099	)		(3,383,391	)

Provision For Income Taxes		350			-			350			-			4,208

Net Loss	$	(308,699	)	$	(275,787	)		(621,522	)	$	(581,099	)	$	(3,387,599	)

Net loss per common share - basic and diluted	$	(0.01	)	$	(0.01	)	$	(0.03	)	$	(0.03	)	$

Weighted average number of common shares - basic and diluted		24,542,009			22,870,918			24,274,963			22,729,832

See Notes Financial Statements

Baeta Corp.

( a Developmental Stage Company)

Statement of Cash Flows

	Six-Months Period Ended			Six-Months Period Ended			Cumulative during development stage
	June 30,			June 30,			August 14, 2007 to
	2011			2010			June 30, 2010
	(Unaudited)			(Unaudited)			(Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES

Net income (loss)	$	(621,522	)	$	(581,099	)	$	(3,387,599	)

Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation		266			266			1,325
Amortization		35			35			274
Stock Based Compensation		227,984			264,314			1,477,261
Increase in current assets and liabilities;
Increase (decrease) in accounts payable		115,107			(9,596	)		193,229
Increase (decrease) in accounts receivable		4,650						4,650
Increase (decrease) in accounts payable related party		90,000			61,000			339,000
Increase (decrease) in Other Current Liabilities		3,234			333			61,148
Decrease (Increase) in Inventory		328			(9,646	)		(27,730	)
Decrease (Increase) in Deposit		0			0			(1,904	)
Net cash provided by (used in) operating activities		(179,917	)		(274,393	)		(1,340,346	)

CASH FLOWS FROM INVESTING ACTIVITIES

PP&E					(2,691	)		(25,262	)
Expenditure for organization expense		-			-			(350	)
Software Application		(38,250	)		(47,250	)		(303,857	)
Net cash provided by (used in) investing activities		(38,250	)		(49,941	)		(329,469	)

CASH FLOWS FROM FINANCING ACTIVITIES

Convertible Note		87,500			155,694			255,694
Interest Payable, Convertible Note		5,000			1,667			11,667
Shareholder Advance		8,250			33,026			73,824
S hareholder Note		12,177			10,000			442,646
Line of Credit		3,286			(725	)		50,031
Additional Fianncing Fees		0			0			0
Change in Comon Stock Value		99			0			99
Common Stock Issued		109,961			35,000			760,562
Preferred Stock Issued		-			100,000			100,000
Net cash provided by (used in) financing activities		226,273			334,662			1,694,522

Net increase (decrease) in cash & cash equivalents		8,106			10,329			24,707

Cash & Cash Equivalents at beginning of period		16,600			3,189			-

Cash & Cash Equivalents at end of period	$	24,706		$	13,517		$	24,706

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:

Income taxes paid		-			-			3,460

See Notes Financial Statements

Baeta Corp.

( a Developmental Stage Company)

Statement of Stockholders' Equity (Deficit)

													Additional		Retained
	Preferred Shares A				Preferred Shares B				Common Stock				Paid-in		Earnings
	Shares		Amount		Shares		Amount		Shares		Amount		Capital		(Deficit)			Total

Balance, August 14, 2007										-		-		-		-			-

Common stock issued,August 14, 2007										20,000,000		2,000		-		-			2,000
Loss for the period beginning Aug 14, 2007 ( inception) to December 31, 2007																(11,529	)		(11,529	)

Balance, December 31, 2007										20,000,000		2,000		-		(11,529	)		(9,529	)

Preferred Stock - Series A		100		-
Stock issued for service and consulting										536,280		54		146,016					146,070
Private Placement Issuances, August 1, 2008										930,400		93		232,507					232,600
Charitable donation, Nov 17, 2008										10,000		1		2,499					2,500
Loss for the year ended Dec 31, 2008																(548,200	)		(548,200	)

Balance, December 31, 2008		100		-						21,476,680		2,148		381,022		(559,729	)		(176,559	)

Stock issued for service and consulting										627,372		63		313,623					313,686
Option Holder's Equity														88,694					88,694
Private Placement Issuances										387,000		39		193,461					193,500
Charitable donation										10,000		1		4,999					5,000
Loss for the year ended Dec 31, 2009																(802,649	)		(802,649	)

Balance, December 31, 2009		100		-						22,501,052		2,250		981,800		(1,362,378	)		(378,328	)

Preferred Stock - Series B						0		-						100,000					100,000
Stock issued for service and consulting										834,414		83.44		611,353					611,436
Option Holder's Equity														78,393					78,393
Private Placement Issuances										540,000		54.00		230,924					230,978
Beneficial Conversion feature on Convertible Note														50,000					50,000
Charitable donation										-		-		-					-
Loss for the quarter ended December 31, 2010																(1,403,700	)		(1,403,700	)

Balance, Dec. 31, 2010		100		-		2		-		23,875,466		2,388		2,052,470		(2,766,078	)		(711,220	)

Preferred Stock - Series B						0		-						-					-
Stock issued for service and consulting										250,220		25.02		125,085					125,110
Option Holder's Equity														18,167					18,167
Private Placement Issuances										60,000		6.00		29,994					30,000
Beneficial Conversion feature on Convertible Note
Charitable donation										-		-		-					-
Loss for the quarter ended March 31, 2011																(312,822	)		(312,822	)

Balance, March. 31, 2011 - Unaudited		100		-		2		-		24,185,686		2419		2,225,716		(3,078,900	)		(850,766	)

Preferred Stock - Series B						0		-						-					-
Stock issued for service and consulting										347,455		34.75		64,796					64,830
Option Holder's Equity														19,936					19,936
Private Placement Issuances										330,000		33.00		79,967					80,000
Beneficial Conversion feature on Convertible Note
Charitable donation										-		-		-					-
Loss for the quarter ended March 31, 2011																(308,699	)		(308,699	)

Balance, June 20, 2011 - Unaudited		100		-		2		-		24,863,141		2486		2,390,414		(3,387,599	)		(994,698	)

See Notes Financial Statements

BAETA CORP.

(A Development Stage Enterprise)

NOTES TO FINANCIAL STATEMENTS

June 30, 2011

NOTE 1: Summary of Significant Accounting Policies, Nature of Operations and Use of Estimates:

Nature of Business and Basis of Presentation

BAETA Corp. (a development stage company) (“the Company”) was incorporated in the State of New Jersey on August 14, 2007 as a product-driven medical technology company that manufactures advanced products for the global vital signs monitoring industry. The Company has developed a patent-pending pain management and pain assessment product for the estimated 25 million chronic pain sufferers in the U.S. alone.

As of June 30, 2011, the Company had not yet commenced any substantive commercial operations. All activity through June 30, 2011 relates to the Company’s formation and initial research and development.

The Company is considered to be a development stage company and as such the financial statements presented herein are presented in accordance with FASB Accounting Standards Codification (“ASC”) 915 “Development Stage Entities.” The Company is subject to the risks associated with activities of development stage companies.

Basis of Presentation

The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”).

The preparation of the financial statements requires management to make estimates and assumptions that affect the reported amounts in the financial statements, including the estimated useful lives of tangible and intangible assets. Management believes the estimates used in preparing the financial statements are reasonable and prudent. Actual results could differ from these estimates.

Revenue Recognition

Revenue is recognized in accordance with FASB ASC 605, “Revenue Recognition”. The Company recognizes revenue when the significant risks and rewards of ownership have been transferred to the customer pursuant to applicable laws and regulations, including factors such as when there has been evidence of sales arrangement, delivery has occurred, or service has been rendered, the price to the buyer is fixed or determinable, and collectability is reasonably assured.

Evidence of a sales arrangement and a fixed or determinable price can be provided by a purchase order from the customer or from the customer paying for and accepting the product.

In the case of product sale, unless indicated differently in a contract between the customer and the Company, the Company assumes delivery to have occurred and title to have passed upon receipt of the product by the customer. Because the Company does not have a history with its customers yet, it assures collectability by recognizing revenue only after payment for product is received.

Concurrent with sale of the product, the customer often purchases access to our web portal for a specified term, often one year. If the customer pays for that access in advance, which is often the case, then the revenue is recognized equally during the period of access purchased.

Other than the web portal access, if applicable, the Company has no significant post delivery obligations and its customers do not have any significant refund rights, acceptance terms, discounts, or other terms that serve to reduce the amount recorded relative to the sales price nor to delay the timing of recognition of revenue.

Use of Estimates

The preparation of financial statements, in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions, which affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

Cash and Cash Equivalents:

Cash and cash equivalents are considered to be all highly liquid investments purchased with an initial maturity of three (3) months or less.

Software Application Asset:

The Company complies with the provisions of FASB ACS 985-20 “Costs of Software to Be Sold, Leased, or Marketed”. The Software Application Asset is for software that will be used in the company’s products and began being capitalized after technological feasibility was established, which as required by FASB ACS 985-20 was after a working model was delivered to BAETA Corp and the working model software was tested for completeness, functionality, and consistency with expected product design. The testing was performed by the vendor that developed and delivered the product as well as by BAETA Corp and select potential customers. Capitalized software costs will begin being amortized when the software product is available for general release to customers. The asset is reviewed for impairment at an executive management meeting quarterly, during the review of the Company’s financial results. Impairment is reviewed on a product-by-product basis by comparing the unamortized capitalized costs to the asset’s net realizable value. The amount by which the unamortized capitalized costs exceed the net realizable value would be recognized as an impairment charge.

The company is currently evaluating the capitalization of the Software Application Asset with regard to its level as it relates to anticipated revenue through the balance of the fiscal year as described above. The asset may be adjusted based on the outcome of that evaluation with any adjustment, based upon such, reflected beginning within the third quarter 2011 operating results.

Inventories:

Inventories are stated at the lower of average costs incurred or estimated net realizable value. Major types of inventories include materials and supplies.

During the quarter there were no sales of MyHealth Trends for Weight Control or MyHealth Trends for Pain nor were any units given out for marketing demonstration purposes. Therefore finished goods inventory remains at 74 units of the Weight Control product and 90 units of the Pain product.

Property, Plant and Equipment:

Property, Plant and Equipment is capitalized at historical cost. Property, Plant and Equipment for the Company currently consists of Computer and Office Equipment and of Tooling. Computer and Office Equipment is depreciated over the time of its useful life. Tooling is depreciated in proportion to the units produced by the related tooling relative to the total number of units the tooling is expected to be able to produce. Each asset in Property, Plant and Equipment is reviewed for impairment at an executive management meeting quarterly, during the review of the Company’s financial results, and an impairment charge would be recognized if the carrying amount of the asset is not recoverable and exceeds its fair value. Expenditures incurred that enhance the productivity of the asset and/or extends the existing asset's life are capitalized. Expenditures for typical normal wear and tear items are expensed when incurred.

Stock Compensation:

Stock issued for services rendered is valued at the time of service with the most relevant measurement at the time being either current stock price of the company stock in a recent private placement or equity offering or vendor invoice/contract that most closely reflects the value of services performed or product delivered.

Stock Options Issued for Services Rendered:

The Company complies with the provisions of FASB ACS 718 “Compensation - Stock Compensation”. The company uses the Black-Scholes-Merton closed-form model to value its stock options. Using that model, the Company includes as inputs to the model assumptions for the exercise price of each option, the expected term of each option, the current price of the underlying share, the expected volatility in the price of the underlying share for the expected term of each option, the expected dividends on the underlying share for the expected term of each option, and the risk free rate for the expected term of each option.

The exercise date of each option is included on the contractual agreements with each compensated provider. To estimate the expected term of options, the company used the “simplified” method as allowed in SEC Staff Accounting Bulletin: Codification of Staff Accounting Bulletins Topic 14: “Share-Based Payment”. The price of the underlying share is valued at the time of option grant with the most relevant measurement at the time being either current stock price of the company stock in a recent private placement or equity offering or vendor invoice/contract that most closely reflects the value of services performed or product delivered. Volatility is estimated by using the implied volatility a comparable company that is public, with publicly traded options, that is in a similar industry, with a similar product set, at a stage of life and size as close to the Company as possible for the set of similar companies with publicly traded options. The Company is using implied volatility, because historic volatility for the Company does not exist and is not practicable to obtain from comparable companies. There are no dividends expected to be paid on the underlying shares during the expected term of any options. And, the risk free rate is obtained from the yield on a similar term U.S. Treasury.

Income Taxes:

The Company complies with the provisions of FASB ACS 740 “Income Taxes”. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts and are based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred income tax assets to the amount expected, by management in management’s quarterly financial review and based on available evidence, that is more likely than not to be realized.

Income (Loss) Per Share:

In accordance with FASB ACS 260 “Earnings Per Share”, the basic net loss per common share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding during the period presented. Diluted net loss per common share is computed similar to basic net loss per common share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. As of June 30, 2011, diluted net loss per share is equivalent to basic net loss per share as there were no dilutive securities outstanding.

Concentration of Credit Risk

Financial instruments, which potentially subject the Company to concentrations of credit risk, consist of cash and cash equivalents and accounts receivables. The Company places its cash with high quality financial institutions and at times may exceed the FDIC $250,000 insurance limit. The Company extends credit based on an evaluation of the customer's financial condition, generally without collateral. Exposure to losses on receivables is principally dependent on each customer's financial condition. The Company monitors its exposure for credit losses and maintains allowances for anticipated losses, as required. Accounts are “written-off” when deemed uncollectible.

As of June 30, 2011 the Company has a cash balance of $24,706 and $350 of accounts receivable.

Special – purpose entities

The Company does not have any off-balance sheet financing activities.

Fiscal Year

Company adopted December 31 for its accounting fiscal year.

Control by Principal Stockholders

The directors, executive officers and their affiliates or related parties, own beneficially and in the aggregate, the majority of the voting power of the outstanding shares of the common stock of the Company. Accordingly, the directors, executive officers and their affiliates, if they voted their shares uniformly, would have the ability to control the approval of most corporate actions, including increasing the authorized capital stock of the Company and the dissolution, merger or sale of the Company's assets or business.

NOTE 2: Revolving line of credit

As of June 30, 2011, the Company is obligated under unsecured line of credit of $50,000 from a bank and principal balance of such a loan is $45,576. The current interest rate on this line of credit is 9.24%, with no maturity date. An additional line of credit for $14,200 was opened during the quarter with a principal balance of $4,454 at the end of the quarter. The debt is also guaranteed by a personal liability of an officer and shareholder.

NOTE 3: Related Party Transactions

On September 16, 2008, Dr. Alexander Gak and Extranome, Inc., a New Jersey corporation entered into an Exclusive Software Agreement (the “Agreement”). Pursuant the Agreement, Extranome sold to Baeta Corp. all commercial rights to its software entitled MyHealthID Medical Records Systems for a period of twenty-five years, subject to renewal. Pursuant to the Agreement, the Company agreed to pay Extranome $0.00 upfront, and in perpetuity approximately forty-nine percent of all net revenues generated from advertising by MyHealthID. Our CEO and sole director, Dr. Alexander Gak, is the 100% owner of Extranome, Inc., a New Jersey corporation.

On November 1, 2008, BAETA Corp. entered into a Software Development Contract with Extranome, Inc. At the time of the transaction, BAETA and Extranome were controlled by Dr. Alexander Gak. Pursuant to the Software Development Agreement, Extranome has been providing ongoing software development and product support services for BAETA since November 01, 2008. The Software Development Agreement is a non-exclusive agreement and is not related to BAETA’s Exclusive Software Agreement regarding MyHealthID product. In accordance with the Software Development Agreement, BAETA is to pay Extranome for the contracted work in cash form; however BAETA currently does not have a sufficient amount of cash on hand. Therefore, BAETA is paying Extranome in shares of its common stock. Extranome has received 30,000 shares for each month since November as non-cash part of compensation for services rendered which represent approximately 50% of Extranome’s monthly compensation due. BAETA will continue to issue company shares to Extranome in the amount of 50% of the monthly compensation for services rendered until it is able to compensate Extranome fully in cash. Through June 30, 2011, BAETA had issued to Extranome 930,000 shares for these services. On April 8, 2011 Extranome also invested $15,000 in Baeta Corp at a price of $.50 share therefore receiving an additional 30,000 shares. Therefore there are 960,000 total shares owned by Extranome as of June 30, 2011.

On June 1, 2009, the Company founder and CEO, Dr. Alexander Gak, moved to become Chairman of the Board and hired Mr. Leonid Pushkantser as CEO. The significant compensation for Mr. Pushkantser is as follows: Mr. Pushkantser is compensated with a base salary of $180,000 per year for the first six months and $250,000 per year thereafter. In addition, Mr. Pushkantser has been granted options to acquire 400,000 shares, which options vest 25% of the amount for each of four years.

On August 19, 2009, the Company and Dr. Alexander Gak entered into an agreement to document the terms of the Shareholder Advance of $ 288,850 that had accrued to that point. The agreement converted the advance into a loan. The material terms are that the Company will owe an interest rate of 8% per year, beginning on August 19, 2009, for the outstanding loan amount. The company will begin payment of the principal and accrued interest only after the Company’s operating checking account exceeds $250,000 in net cash on hand, at which time the company will pay $5,000 per month. Any principal and accrued interest not already repaid is due on August 18, 2019. The Company is allowed to pre-pay the note without penalty, but the debt-holder does not have the right to demand pre-payment.

On December 29, 2009, Leonid Pushkantser lent the Company $10,000.00. The material terms are that the Company will pay an interest rate of 5% per year and that the principal plus interest is due six months from the date of the note. The Company is allowed to pre-pay the note without penalty, but the debt-holder does not have the right to demand pre-payment.

On January 6, 2010, shareholder Daniel Lundin lent the Company $10,000.00. The material terms are that the Company will pay an interest rate of 5% per year and that the principal plus interest is due six months from the date of the note. The Company is allowed to pre-pay the note without penalty, but the debt-holder does not have the right to demand pre-payment.

On July 27, 2010, the loan of $10,000 on January 6, 2010 from Daniel Lundin to the Company was converted to 20,000 shares of common stock. The effective price of this conversion was $0.50 per share.

On July 14, 2010, Leonid Pushkantser entered into an agreement to lend the Company $100,000.00. The material terms are that the Company will pay an interest rate of 5% per year beginning July 14, 2010 on the unpaid balance. Repayment of the note is to begin August 1, 2010 with $5,000/month plus interest payments. Additional payments are to be made on the first day of each month thereafter. The accrued interest on this loan to date is $4,816.25 within Other Current Liabilities.

On July 14, 2010 Leonid Pushkantser entered into an agreement with Dr. Alexander Gak whereby Pushkantser bought 4,000,000 shares of Common Stock, par value of $0.0001 from Gak. Pushkantser also acquired from Gak, twenty (20) Shares of Series A Preferred Stock in the transaction. The twenty (20) Series A Preferred Shares constitute 20% of the amount of Series A Preferred Stock currently issued and outstanding. Additionally 20% of all shares of Series A Preferred Stock acquired by Gak in the future will be transferred to Pushkantser, such that Pushkantser maintains a 20% ownership of the Series A Preferred Stock.

On July 27, 2010, the loan of $10,000 on January 6, 2010 from Daniel Lundin to the Company was converted to 20,000 shares of common stock. The effective price of this conversion was $0.50 per share.

On February 17, 2011 Dr. Alexander Gak entered into a short-term loan with the Company for $2,500 at a 0% interest rate.

On April 8, 2011, the Company conducted an offering of its common stock to Extranome and issued 30,000 shares to that company. Extranome purchased the shares at $0.50 per share.

Shareholder Advance increased to $117,620 as of June 30, 2011. The advance relates to accrued interest from the Shareholder Loans plus an additional $3,000 advance from Dr. Alexander Gak during Q2 2011.

NOTE 4: Stockholders’ Equity:

Preferred stock

The Company is also authorized to issue 10,000,000 shares of Series A preferred stock with a par value of $ 0.0001. On June 23, 2008, the Board of Directors approved the designation of 100 shares of preferred stock as Series A Preferred Stock. As of June 30, 2011, Company has 100 preferred shares Series A issued or outstanding.

The Company is also authorized to issue 10 shares of Series B preferred stock with a par value of $ 0.0001. On February 8, 2010, the Board of Directors approved the designation of 2 shares of preferred stock as Series B Preferred Stock. As of June 30, 2011, Company has 2 preferred shares Series B issued or outstanding.

On February 8, 2010, our Board of Directors and majority shareholders approved the designation of 10 shares of our preferred stock as Series B Preferred Stock (the “Series B Preferred Shares”) and authorized our officers to file a Certificate of Designation for the Series B Preferred Shares, which occurred on February 9, 2010. The outstanding shares of Series B Preferred Stock have no voting rights. Each share of Series B Convertible Preferred Stock carries with it the immediate right by its owner to convert such share of Series B Convertible Preferred Stock into the amount of shares of BAETA Corp. Common Stock equivalent to one percent (1%) of the total amount of BAETA Corp. Common Stock then issued and outstanding at the time of the conversion election. All of the outstanding shares of Series B Preferred Stock (2 outstanding) are held by MBB Holdings, Inc., a non-affiliate.

On February 9, 2010, the Company issued its 2 shares of Series B Preferred Stock to MBB Holdings, Inc., a New York corporation. The shares are beneficially held by Mr. Shmyer Breuer, a qualified and sophisticated investor. The sale was made in accordance with the exemption from registration pursuant to Section 4(2) under the Securities Act, as it did not constitute a public offering of securities. The Company sold 2 shares of the Series B Preferred, par value $0.0001 per share, at a purchase price of $50,000 per share, to MBB Holdings, Inc. for an aggregate purchase price of $100,000.

Common stock

The Company is authorized to issue 100,000,000 shares of common stock with a par value of $ 0.0001. As of June 30, 2010, the Company had 23,079,825 shares issued and outstanding. As of June 30, 2011, Company has 24,863,141 shares issued and outstanding.

On January 8, 2010, the Company conducted an offering of its common stock to an accredited investor and issued 10,000 shares to that investor. The investor purchased the shares at $0.50 per share.

On January 29, 2010, the Company issued 65,464 shares of its common stock for marketing and software services. The shares are accounted for at $0.50 per share, based the assumption that the market price was equal to that used in the private placement that closed on January 8, 2009, and because the bills paid for by the shares were for an amount equal to $0.50 per share compensation.

On February 28, 2010, the Company issued 100,185 shares of its common stock for software services. The shares are accounted for at $0.50 per share, based the assumption that the market price was equal to that used in the private placement that closed on January 8, 2009, and because the bills paid for by the shares were for an amount equal to $0.50 per share compensation.

On March 25, 2010, the Company issued 72,501 shares of its common stock for software services. The shares are accounted for at $0.50 per share, based the assumption that the market price was equal to that used in the private placement that closed on January 8, 2009, and because the bills paid for by the shares were for an amount equal to $0.50 per share compensation.

On April 29, 2010, the Company issued 67,501 shares of its common stock for marketing and software services. The shares are accounted for at $0.50 per share, because the bills paid for by the shares were for an amount equal to $0.50 per share compensation.

On May 17, 2010, the Company conducted an offering of its common stock to an accredited investor and issued 100,000 shares to that investor. The investor purchased the shares at $0.25 per share.

On May 29, 2010, the Company issued 71,561 shares of its common stock for marketing and software services. The shares are accounted for at $0.50 per share, because the bills paid for by the shares were for an amount equal to $0.50 per share compensation.

On June 22, 2010, the Company conducted an offering of its common stock to an accredited investor and issued 20,000 shares to that investor. The investor purchased the shares at $0.25 per share.

On June 29, 2010, the Company issued 71,561 shares of its common stock for marketing and software services. The shares are accounted for at $0.50 per share, because the bills paid for by the shares were for an amount equal to $0.50 per share compensation.

On July 12, 2010, the Company conducted an offering of its common stock to an accredited investor and issued 40,000 shares to that investor. The investor purchased the shares at $0.25 per share.

On July 12, 2010, the Company conducted an offering of its common stock to an accredited investor and issued 20,000 shares to that investor. The investor purchased the shares at $0.25 per share.

On July 14, 2010, the Company conducted an offering of its common stock to an accredited investor and issued 50,000 shares to that investor. The investor purchased the shares at $0.50 per share.

On July 19, 2010, the Company repurchased 304,000 shares from previous service provider. The shares were purchased for $25,000.00. These shares had previously been issued to the service provider for $0.25 per share ($76,000.00) on July 18, 2008 . A gain on the transaction of $51,000 was recorded by the Company.

On July 22, 2010, the Company conducted an offering of its common stock to an accredited investor and issued 20,000 shares to that investor. The investor purchased the shares at $0.50 per share.

On July 29, 2010, the Company issued 77,101 shares of its common stock for marketing and software services. The shares are accounted for at $0.50 per share, because the bills paid for by the shares were for an amount equal to $0.50 per share compensation.

On August 29, 2010, the Company issued 70,026 shares of its common stock for marketing and software services. The shares are accounted for at $0.50 per share, because the bills paid for by the shares were for an amount equal to $0.50 per share compensation.

On September, 13, 2010, in connection with the preparation of the Financing Agreement (see Note 10), the Company paid AGS Capital Group a due diligence document and preparation fee of 22,000 shares of restricted common stock.

On September 28, 2010, the Company issued 61,692 shares of its common stock for marketing and software services. The shares are accounted for at $0.50 per share, because the bills paid for by the shares were for an amount equal to $0.50 per share compensation.

On October 4, 2010, the Company conducted an offering of its common stock to an accredited investor and issued 200,000 shares to that investor. The investor purchased the shares at $0.50 per share.

On October 28, 2010, the Company conducted an offering of its common stock to an accredited investor and issued 20,000 shares to that investor. The investor purchased the shares at $0.25 per share.

On October 29, 2010, the Company conducted an offering of its common stock to an accredited investor and issued 10,000 shares to that investor. The investor purchased the shares at $0.50 per share.

On October 29, 2010, the Company issued 76,742 shares of its common stock for marketing and software services. The shares are accounted for at $0.50 per share, because the bills paid for by the shares were for an amount equal to $0.50 per share compensation

On November 30, 2010, the Company issued 52,767 shares of its common stock for marketing and software services. The shares are accounted for at $0.50 per share, because the bills paid for by the shares were for an amount equal to $0.50 per share compensation

On December 20, 2010, the Company issued 87,767 shares of its common stock for marketing and software services. The shares are accounted for at $0.50 per share, because the bills paid for by the shares were for an amount equal to $0.50 per share compensation.

On December 20, 2010, the Company conducted an offering of its common stock to an accredited investor and issued 10,000 shares to that investor. The investor purchased the shares at $0.50 per share.

On December 20, 2010, the Company conducted an offering of its common stock to an accredited investor and issued 20,000 shares to that investor. The investor purchased the shares at $0.50 per share.

On January 20, 2011, the Company conducted an offering of its common stock to an accredited investor and issued 20,000 shares to that investor. The investor purchased the shares at $0.50 per share.

On January 20, 2011, the Company issued 10,000 shares of its common stock for marketing and software services. The shares are accounted for at $0.50 per share, because the bills paid for by the shares were for an amount equal to $0.50 per share compensation.

On January 24, 2011, the Company conducted an offering of its common stock to an accredited investor and issued 20,000 shares to that investor. The investor purchased the shares at $0.50 per share.

On January 25, 2011, the Company conducted an offering of its common stock to an accredited investor and issued 20,000 shares to that investor. The investor purchased the shares at $0.50 per share.

On January 31, 2011, the Company issued 87,686 shares of its common stock for marketing and software services. The shares are accounted for at $0.50 per share, because the bills paid for by the shares were for an amount equal to $0.50 per share compensation.

On February 28, 2011, the Company issued 67,767 shares of its common stock for marketing and software services. The shares are accounted for at $0.50 per share, because the bills paid for by the shares were for an amount equal to $0.50 per share compensation.

On March 29, 2011, the Company issued 84,767 shares of its common stock for marketing and software services. The shares are accounted for at $0.50 per share, because the bills paid for by the shares were for an amount equal to $0.50 per share compensation.

On April 8, 2011, the Company conducted an offering of its common stock to Extranome and issued 30,000 shares to that company. Extranome purchased the shares at $0.50 per share.

On April 29, 2011, the Company issued 200,000 shares of its common stock for legal services. The shares are accounted for at $0.50 per share, because the services paid for by the shares were for an amount equal to $0.50 per share compensation. The company was paid $.00001/share for the shares issued.

On April 29, 2011, the Company in exchange for the forgiveness of a $10,000 loan from Boris Mordkovich issued 80,000 shares to Mordkovich. The shares were exchanged at $0.125 per share.

On April 29, 2011, the Company issued 71,767 shares of its common stock for marketing and software services. The shares are accounted for at $0.50 per share, because the bills paid for by the shares were for an amount equal to $0.50 per share compensation.

On May 9, 2011, the Company conducted an offering of its common stock to an accredited investor and issued 220,000 shares to that investor. The investor purchased the shares at $0.25 per share.

On May 19, 2011, the Company received back 203,546 shares previously issued to AGS Capital Group. The shares were part of issuance of 241,546 shares on November 2, 2010 for services performed by AGS in preparation of a Reserve Equity Financing Agreement. With the cancellation of the Agreement, 203,546 shares were returned to the Company. The shares returned at $1.035 per share, which is the same as the price at issuance.

On May 31, 2011, the Company issued 177,767 shares of its common stock for marketing and software services. The shares are accounted for at $0.50 per share, because the bills paid for by the shares were for an amount equal to $0.50 per share compensation.

On June 30, 2011, the Company issued 101,767 shares of its common stock for marketing and software services. The shares are accounted for at $0.50 per share, because the bills paid for by the shares were for an amount equal to $0.50 per share compensation.

Stock Options

As of December 31, 2010, the Company had granted options to purchase 1,660,300 shares. As of June 30, 2011, the Company had granted options to purchase 1,683,175 of which options to purchase 893,175 shares had vested. During the period, the Company awarded option grants to purchase a total of 8,400 shares, which had an average contract life of 10 years until they expire and options to purchase 350,000 shares vested. For those grants during the period, the company used the valuation method described in the Significant Accounting Policies (Footnote 1 “Stock Options Issued for Services Rendered” section) and used the options with the closest expiration date available for the similar entity, with the closest strike price to the current share price because all of the Company’s option grants are issued at a strike price equal to the current share price at the time, which resulted in an implied volatility, from the average of the bid and ask implied volatilities, of 23.70, a risk free rate of 3.15% for 10 year options and a resulting total value of $1,154 for those option grants. $37,147 of options were expensed as compensation costs during the period and $0 was on the balance sheet.

During the three-month period, the following aggregate option grants were made:

Shares Available for the Grant(s)		Vesting Period (same as Service Period)		Maximum Contractual Life
8,400		Immediate		10 years

Below is information about the options outstanding:

	Number of Shares		Weighted Average Exercise Price		Average Remaining Contractual Life (years)		Value
Outstanding March 31, 2011		1,674,775	$	0.50		6.95	$	351,995
Granted		8,400	$	0.50		10	$	1,154
Exercised		0
Forfeited		0
Expired		0
Outstanding June 30, 2011		1,683,175	$	0.50		6.71	$	353,149
Vested during the Period		350,000	$	0.50		6.55	$	72,960
Total vested at June 30, 2011		893,175	$	0.50		6.87	$	188,835

* All vested options are currently exercisable

Total nonvested awards that are not yet recognized as compensation cost have a value of $148,915 and are expected to be recognized over a weighted-average period of 2.3 years.

NOTE 5: Income Tax

The Company accounts for income taxes under FASB ACS 740, "Income Taxes" ("ACS 740"). ACS 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statements and the tax basis of assets and liabilities, and for the expected future tax benefit to be derived from tax losses and tax credit carryforwards. ACS 740 additionally requires the establishment of a valuation allowance to reflect the likelihood of realization of deferred tax assets. Realization of deferred tax assets, including those related to the U.S. net operating loss carryforwards, are dependent upon future earnings, if any, of which the timing and amount are uncertain. Accordingly, the net deferred tax asset related to the net operating loss carryforward has been fully offset by a valuation allowance.

The Company has a net operating loss carry forward for tax purposes totaling approximately $3,083,956 at June 30, 2011. The net operating loss carries forward for income taxes, which may be available to reduce future years' taxable income. These carry forwards will expire, if not utilized, through 2028 and are subject to the Internal Revenue Code Section 382, which places a limitation on the amount of taxable income that can be offset by net operating losses after a change in ownership. Management believes that the realization of the benefits from these losses appears uncertain due to the Company's continuing losses for United States income tax purposes. Accordingly, the Company has provided a 100% valuation allowance on the deferred tax asset benefit to reduce the asset to zero. Management will review this valuation allowance periodically and make adjustments as warranted.

	June 30,			December 31,
	2011			2010

Tax benefit of net operating loss carryforward	$	1,079,385		$	861,852

Valuation allowance		(1,079,385	)		(861,852	)

Net deferred tax asset recorded	$	-		$	-

NOTE 6: Going Concern

The Company's financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern that contemplates the realization of assets and liquidation of liabilities in the normal course of business.

The Company’s accumulated operating loss since inception was $3,387,599, working capital deficit of $708,947 and stockholders’ equity deficit of $994,679 as of June 30, 2011.

The Company will actively pursue its business activities, offer noncash consideration, secure additional capital or refinance the debt and/or raise equity as a means of financing its operations and meet the credit obligations. If the Company is unable to return to its profitability or obtain necessary financing, it may substantially curtail or terminate its operations or seek other business opportunities through strategic alliances, acquisitions or other arrangements that may dilute the interests of existing stockholders. The company’s management is currently seeking additional capital to support operations, but has not received any firm or other commitments from any parties and may, or may not, be successful in obtaining capital sufficient to perpetuate the operations of the Company.

NOTE 7: Commitment and contingencies

On March 18, 2011 the Company extended its office space lease for its headquarters operation from Regus for an additional year, through June 30, 2012, at a minimum monthly rent of $ 1,080, starting July 1, 2011. The minimum full year rental commitment from July 1, 2011 to June 30, 2012 is $ 12,960.

Exclusive Software Agreement

On September 16, 2008, Dr. Alexander Gak, our Chief Executive Officer and President, and Extranome, Inc., a New Jersey corporation entered into an exclusive Software Agreement (the “Agreement”). Pursuant the Agreement, Extranome sold to Baeta Corp. all commercial rights to its software entitled MyHealthID Medical Records Systems. Pursuant to the Agreement, the Company agreed to pay Extranome $0.00 upfront, and in perpetuity approximately forty-nine percent of all net revenues generated from advertising by MyHealthID. Our sole officer and director, Dr. Alexander Gak, is the 100% owner of Extranome, Inc., a New Jersey corporation.

NOTE 8: Convertible Notes

On April 8, 2010, the Company issued a convertible note of $100,000 to an accredited investor. The material terms are that the note will accrue an interest rate of 10% per year and that the principal plus interest is due two years from the date of the note. At any time during the term of the note, the holder may convert principal plus accrued interest into common stock in the Company at a value equal to 50% of the average of the lowest three trading prices for the prior five days, but not less than $0.25 per share. The Company is allowed to pre-pay the note without penalty, but the debt-holder does not have the right to demand pre-payment.

On May 19, 2010, the Company issued a convertible note of $50,000 to an accredited investor. The material terms are that the note will accrue an interest rate of 10% per year and that the principal plus interest is due two years from the date of the note. At any time during the term of the note, the holder may convert principal plus accrued interest into common stock in the Company at a value equal $0.50 per share. The Company is allowed to pre-pay the note without penalty, but the debt-holder does not have the right to demand pre-payment.

On March 17, 2011, the Company issued a convertible note of $37,500 to an accredited investor. The material terms are that the note will accrue an interest rate of 8% per year and that the principal plus interest is due two years from the date of the note. At any time during the term of the note, the holder may convert principal plus accrued interest into common stock in the Company at a value equal to 58% of the average of the lowest five trading prices for the prior ten days. The Company is allowed to pre-pay the note, but the debt-holder does not have the right to demand pre-payment.

On June 20, 2011, the Company issued a convertible note of 27,500 to an accredited investor. The material terms are that the note will accrue an interest rate of 8% per year and that the principal plus interest is due two years from the date of the note. At any time during the term of the note, the holder may convert principal plus accrued interest into common stock in the Company at a value equal to 50% of the average of the lowest three trading prices for the prior ten days. The Company is allowed to pre-pay the note, but the debt-holder does not have the right to demand pre-payment.

NOTE 9: Interest Expense

Interest Expense on the Income Statement is for interest paid on the Line of Credit, the Shareholder Notes, and the Convertible Notes.

NOTE 10: Material Subsequent Events

None.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

You should read the following discussion together with "Selected Historical Financial Data" and our consolidated financial statements and the related notes included elsewhere in this prospectus. This discussion contains forward-looking statements, which involve risks and uncertainties. Our actual results may differ materially from those we currently anticipate as a result of many factors, including the factors we describe under "Risk Factors," "Special Note Regarding Forward-Looking Statements" and elsewhere in this prospectus.

Forward Looking Statements

Some of the information in this section contains forward-looking statements that involve substantial risks and uncertainties. You can identify these statements by forward-looking words such as "may," "will," "expect," "anticipate," "believe," "estimate" and "continue," or similar words. You should read statements that contain these words carefully because they:

discuss our future expectations;

contain projections of our future results of operations or of our financial condition; and

state other "forward-looking" information.

We believe it is important to communicate our expectations. However, there may be events in the future that we are not able to accurately predict or over which we have no control. Our actual results and the timing of certain events could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including those set forth under "Risk Factors," "Business" and elsewhere in this prospectus. See "Risk Factors."

Unless stated otherwise, the words “we,” “us,” “our,” “the Company” or “BAETA” in this prospectus collectively refers to the Company, BAETA Corp.

Organizational History

All activity through June 30, 2011 relates to the Company’s formation and initial research and development.

The Company is considered to be a development stage company and as such the financial statements presented herein are presented in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 7. “Accounting and Reporting By Development Stage Enterprises.” The Company is subject to the risks associated with activities of development stage companies.

Forward Stock Split

On May 16, 2008, BAETA filed an amendment to the Company’s Certificate of Incorporation with the Secretary of State of the State of New Jersey thereby effectuating a forward stock split of 20,000-to-1, effective 12:01 a.m. on May 16, 2008. The Company did not amend the par value of the Company’s common stock.

Prior to the Forward Split, there were 1,000 shares of the Company’s common stock, par value $0.0001 per share, issued and outstanding, all held by Dr. Alexander Gak, our President and Director. Upon the effectiveness of the Forward Split as of May 16, 2008, there became 20,000,000 shares of the Company’s Common Stock issued and outstanding, all held by Dr. Gak. As of June 30, 2011, there are 24,863,141 shares of the Company’s common stock issued and outstanding to approximately 96 shareholders of record.

Plan of Operations

We anticipate that the Company will require approximately $500,000 to $1,000,000 in additional capital to execute its current 12-month plan of operations; including but not necessarily limited to expenses related to the patents pending for its developing products and technology, expansion of infrastructure and physical office space, hiring of key employees and sales and administrative and executive personnel as well as for the registration of its shares and compliance with securities regulations. We do not currently have sufficient capital to meet our needs for the next 12 months, and we are extremely reliant upon future financings to fund our operations. We intend to procure this additional capital by way of public and private offerings of our common stock.

We anticipate that we will use additional capital to retain and hire sales personnel and administrative and executive personnel at a level consistent with available capital, but aggressively to support initial product sales and market penetration. We do not believe that we can sustain or execute our plan of operations, nor bring our proposed products to market without additional capital of approximately $500,000 to $1,000,000.

Exclusive Software Agreement

On September 16, 2008, Dr. Alexander Gak, our President and Chairman, and Extranome, Inc., a New Jersey corporation entered into an Exclusive Software Agreement (the “Agreement”). Pursuant the Agreement, Extranome sold to Baeta Corp. all commercial rights to its software entitled MyHealthID Medical Records Systems for a twenty five year term. Pursuant to the Agreement, the Company agreed to pay Extranome $0.00 upfront, and in perpetuity approximately forty-nine percent of all net revenues generated from advertising by MyHealthID. Our President and sole director, Dr. Alexander Gak, is the 100% owner of Extranome, Inc., a New Jersey corporation.

Software Development Agreement with Extranome, Inc.

Pursuant to the Software Development Agreement, Extranome has been providing ongoing software development and product support services for BAETA since November 01, 2008. In accordance with Section 2 of the Software Development Agreement, BAETA is to pay Extranome for the contracted work in cash form; however BAETA currently does not have a sufficient amount of cash on hand. Therefore, BAETA is paying Extranome 50% in shares of its common stock, and 50% in cash. Extranome has received 30,000 shares for each month since November as non-cash part of compensation for services rendered which represent approximately 50% of Extranome’s due monthly compensation, and through June, 2011 has received 930,000 shares of BAETA Corp. BAETA will continue to issue company shares to Extranome in the amount of 50% of the monthly compensation for services rendered until it is able to compensate Extranome fully in cash.

Going Concern

The Company’s accumulated operating loss since inception is ($3,387,599). As of June 30, 2011, the Company has total liabilities of $1,377,239 compared to total assets of $382,560, limited cash on hand in the amount of $24,706, and stockholders’ deficit of ($994,679).

The Company will actively pursue its business activities, offer noncash consideration, secure additional or refinance the debt and/or raise equity as a means of financing its operations and meet the credit obligations. If the Company is unable to return to its profitability or obtain necessary financing, it may substantially curtail or terminate its operations or seek other business opportunities through strategic alliances, acquisitions or other arrangements that may dilute the interests of existing stockholders. The company’s management is currently seeking additional capital to support operations, but has not received any firm or other commitments from any parties and may or may not, be successful in obtaining capital sufficient to perpetuate the operations of the Company.

Evolving Industry Standards; Rapid Technological Changes

The Company's success in its business will depend in part upon its continued ability to enhance its existing products and services, to introduce new products and services quickly and cost effectively to meet evolving customer needs, to achieve market acceptance for new product and service offerings and to respond to emerging industry standards and other technological changes. There can be no assurance that the Company will be able to respond effectively to technological changes or new industry standards. Moreover, there can be no assurance that competitors of the Company will not develop competitive products, or that any such competitive products will not have an adverse effect upon the Company's operating results.

Moreover, management intends to continue to implement "best practices" and other established process improvements in its operations going forward. There can be no assurance that the Company will be successful in refining, enhancing and developing its operating strategies and systems going forward, that the costs associated with refining, enhancing and developing such strategies and systems will not increase significantly in future periods or that the Company's existing software and technology will not become obsolete as a result of ongoing technological developments in the marketplace.

Sufficiency of Cash Flows

Because current cash balances and projected cash generation from operations are not sufficient to meet the Company's cash needs for working capital and capital expenditures, management intends to seek additional equity or obtain additional credit facilities. The sale of additional equity could result in additional and substantial dilution to the Company's shareholders. A portion of the Company's cash may be used to acquire or invest in complementary businesses or products or to obtain the right to use complementary technologies. From time to time, in the ordinary course of business, the Company evaluates potential acquisitions of such businesses, products or technologies.

Results of Operations for the fiscal year ended December 31, 2010 compared to December 31, 2009.

Assets.

Cash. The Company’s cash increased 520% from $3,189 for the fiscal year ended December 31, 2009 to $16,600 as of December 31, 2010. The increase is attributable to the sale of common stock and a short-term shareholder advance and loan (see Current Liabilities).

Total Assets. Total Assets increased 147%, from $232,037 as of December 31, 2009 to $341,483 as of December 31, 2010 primarily as a result of an increase in inventory and the development of our Software Asset.

2.	Liabilities.

Current Liabilities. Current liabilities increased 185% from $293,006 as of December 31, 2009 to $541,855 as of December 31, 2010. The increase is attributable primarily to an increase in Accounts Payable to a related party and an increase in a short-term Shareholder Advance and Shareholder Note provided by the Company’s CEO, Leonid Pushkantser.

Long-Term Liabilities. Long-Term Liabilities increased 72% from $610,366 as of December 31, 2009 to $1,052,684 as of December 31, 2010. The increase is attributable to a convertible note from an individual and advances from the Company’s CEO, Leonid Pushkantser and accrued interest on same.

3.	Stockholder’s Equity.

Common Stock. Total Stockholder’s Deficit decreased 188% from ($378,328) at December 31, 2009 to ($711,201) at December 31, 2010, as the Company continued to record operating losses during its development phase.

Retained Earnings. The Company’s Accumulated Losses increased 143% from $1,362,378 on December 31, 2009, to $2,766,078 on December 30, 2010. The increase is attributable to the increase in operating expenditures and development costs of the company’s products during the development stages of the Company.

Revenue & Sales. Our revenues were $47 for the year ended December 31, 2010, compared with $9,003 in revenue for the year ending December 31, 2009. The difference was due to a decrease in sales. As stated in the Company’s Revenue Recognition policy, the Company has no significant post delivery obligations and the customer does not have any significant refund rights, acceptance terms, discounts, or other terms that serve to reduce the amount recorded relative to the sales price nor to delay the timing of recognition of revenue.

Amortization Expense. Amortization Expense increased approximately 33% from December 31, 2009 to December 31, 2010, from $423 to $602, respectively. This change is attributable to the realization of amortization expense for tangible and intangible assets acquired and capitalized by the Company during the period.

Research & Development. Research & Development costs for the period ended December 31, 2010 were $276,650. That compares with $60,000 for the period ended December 31, 2009. The Company has expensed approximately $419,062 to date in the development of proprietary software that supports and integrates with its commercial products.

7.	Sales & Marketing expenses. Sales & Marketing costs were $259,278 for the period ended December 31, 2010, compared to $113,071 for the year ended December 31, 2009. The increase in sales & marketing costs for this time period is attributed to launch efforts related to company products.

8.	General & Administrative Personnel Expenses. These were $483,724 for fiscal 2010 and $0 for fiscal 2009 as a result of reclassifying these expenses from Other Miscellaneous Operating Expenses. Were these expenses broken out for 2009 they would have been $495,255.

Professional Service Fees. These were $323,323 for fiscal 2010 and $0 for fiscal 2009 as a result of reclassifying these expenses from Other Miscellaneous Operating Expenses. Were these expenses broken out for 2009 they would have been $41,906. The increase is due largely to a stock based compensation expense for a reserve equity agreement as well as increase in general legal fees.

10.

Other Miscellaneous Operating Expenses. Other miscellaneous operating expenses for the fiscal year ended December 31, 2010 were $50,294. Total operating expenses for the fiscal year ended December 31, 2009 were $616,389. Other miscellaneous operating decreased significantly because they were reclassified as noted above.

11.	Net Loss. Net loss for fiscal years ended December 31, 2010 and December 31, 2009 were ($1,403,700) and ($802,649), respectively. The Company’s total Net Loss since inception to December 31, 2010 was ($2,766,078).

Results of Operations at June 30, 2011 compared to December 31, 2010

Assets. Our total assets were $382,560 at June 30, 2011 compared to $341,483 as of December 31, 2010 primarily as a result of the development of our Software Asset.

Liabilities. Our total liabilities were $1,377,239 at June 30, 2011 compared to $1,052,684 at December 31, 2010. This increase was primarily due to an increase in Accounts Payable to Extranome (Related Party), and increase in long term Convertible Note and Shareholder Note.

Total Stockholders’ Deficit. Our stockholders’ deficit was $994,679 at June 30, 2011 compared to $711,201 at December 31, 2010. This increase in deficit was primarily due to increased losses offset some by additional paid in capital.

Results of Operations for the six months ended June 30, 2011 compared to the six months ended June 30, 2010.

Revenues. Our revenues were $1,862 for the three months ended June 30, 2011, compared with $0 for the six months ended June 30, 2010. The revenue for the quarter ended June 30, 2011 was due to the recognition of 6 months of subscription revenue from customers.

Research & Development expenses. Research & Development costs were $94,500 for the six months ended June 30, 2011, compared to $111,000 for the six months ended March 31, 2010 reflecting a decrease in expenditures in this aspect of the business.

Sales & Marketing expenses. Sales & Marketing costs were $154,011 for the six months ended June 30, 2011, compared to $112,974 for the six months ended June 30, 2010. The increase in sales & marketing costs for this time period is attributed to increasing marketing efforts related to company products.

General & Administrative Personnel Expenses: General & Administrative Personnel Expenses were $341,171 for the six months ended June 30, 2011, compared to $255,902 for the six months ended June 30, 2010. The increase in general and administrative personnel expenses for this time period is attributed to an increase in stock based compensation.

Professional Service Fees: Professional Service Fees were ($43,960) for the six months ended June 30, 2011, compared to $48,559 for the six months ended June 30, 2010. The decrease in professional service fees for this time period is attributed to a reversal of stock based compensation previously made in December, 2010 for the preparation of a financing agreement which was later withdrawn during the quarter.

Other miscellaneous operating expenses: Other miscellaneous operating expenses were $39,768 for the six months ended June 30, 2011, compared to $30,024 for the six months ended June 30, 2010. The increase in other miscellaneous operating expenses for this time period is primarily attributed to an increase in insurance costs.

Net Loss. We had a net loss of $621,522 for the six months ended June 30, 2011, compared to a net loss of $581,099 for the six months ended March 31, 2010. This increase in net loss is due to the factors described above as well as an increase in interest expense.

Liquidity and Capital Resources; Going Concern

Cash Balance. At June 30, 2011, we had $24,706 cash on-hand and our stockholder’s deficit was ($994,679), and there is substantial doubt as our ability to continue as a going concern. We anticipate incurring losses in the near future. We do not have an established source of revenue sufficient to cover our operating costs in the next 12 months. Our ability to continue as a going concern is dependent upon our ability to successfully compete, operate profitably and/or raise additional capital through other means. If we are unable to reverse our losses, we will have to discontinue operations.

Off –Balance Sheet Operations

The Company does not have any off-balance sheet operations.

CRITICAL ACCOUNTING POLICIES

The Company’s financial statements included herein were prepared in accordance with United States generally accepted accounting principles. Significant accounting policies are as follows:

Use of Estimates

Cash and Cash Equivalents

Cash and cash equivalents are considered to be all highly liquid investments purchased with an initial maturity of three (3) months or less.

Income Taxes

The Company complies with the provisions of SFAS No. 109 “Accounting for Income Taxes”. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts and are based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred income tax assets to the amount expected to be realized.

Fair Value of Financial Instruments

The carrying value of cash equivalents, software development costs, and accrued expenses approximates fair value.

Revenue Recognition

Revenue is recognized in accordance with FASB ASC 605, “Revenue Recognition”. The Company recognizes revenue when the significant risks and rewards of ownership have been transferred to the customer pursuant to applicable laws and regulations, including factors such as when there has been evidence of a sales arrangement, delivery has occurred, or service has been rendered, the price to the buyer is fixed or determinable, and collectability is reasonably assured.

Evidence of a sales arrangement and a fixed or determinable price can be provided by a purchase order from the customer or from the customer paying for and accepting the product

Software Development Costs

The Company complies with the provisions of SFAS No. 86 “Accounting for the Costs of Computer Software to Be Sold, Leased, or Otherwise Marketed”. The Software Application Asset is for software that will be used in the company’s products and began being capitalized after technological feasibility was established, which as required by SFAS No. 86, was after a working model was delivered to BAETA Corp and the working model software was tested for completeness, functionality, and consistency with expected product design. The testing was performed by the vendor that developed and delivered the product as well as by BAETA Corp and select potential customers. Capitalized software costs will begin being amortized when the software product is available for general release to customers. The asset is reviewed for impairment at an executive management meeting quarterly, during the review of the Company’s financial results. Impairment is reviewed on a product-by-product basis by comparing the unamortized capitalized costs to the asset’s net realizable value. The amount by which the unamortized capitalized costs exceed the net realizable value would be recognized as an impairment charge.

Stock Options

The Company complies with the provisions of SFAS No. 123R “Accounting for Stock-Based Compensation”. The company uses the Black-Scholes-Merton closed-form model to value it’s stock options. Using that model, the Company includes as inputs to the model assumptions for the exercise price of each option, the expected term of each option, the current price of the underlying share, the expected volatility in the price of the underlying share for the expected term of each option, the expected dividends on the underlying share for the expected term of each option, and the risk free rate for the expected term of each option.

The exercise date of each option is included on the contractual agreements with each compensated provider. To estimate the expected term of options, the company used the “simplified” method as allowed in Staff Accounting Bulletin No. 110. The price of the underlying share is valued at the time of option grant with the most relevant measurement at the time being either current stock price of the company stock in a recent private placement or equity offering or vendor invoice/contract that most closely reflects the value of services performed or product delivered.. Volatility is estimated by using the implied volatility a comparable company that is public, with publicly traded options, that is in a similar industry, with a similar product set, at a stage of life and size as close to the Company as possible for the set of similar companies with publicly traded options. The Company is using implied volatility, because historic volatility for the Company does not exist and is not practicable to obtain from comparable companies. There are no dividends expected to be paid on the underlying shares during the expected term of any options. And, the risk free rate is obtained from the yield on a similar term U.S. Treasury.

Stock Compensation

Inventories

Inventories are stated at the lower of average costs incurred or estimated net realizable value. Major types of inventories include materials and supplies.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

N/A.

Item 4T. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934 (“Exchange Act”), the Company carried out an evaluation, with the participation of the Company’s management, including the Company’s Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”) (the Company’s principal financial and accounting officers), of the effectiveness of the Company’s disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report.

Based on their evaluation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of June 30, 2011, our Principal Executive Officer and Principal Financial Officer have concluded that our disclosure controls and procedures were not effective to ensure that the information required to be disclosed by us in this Report was recorded, processed, summarized and reported accurately, completely, and within the time periods specified in the SEC’s rules and instructions for Form 10-Q.

Our Principal Executive Officer and Principal Financial Officer have concluded that our disclosure controls and procedures had the following material weaknesses:

We were unable to maintain any segregation of duties within our financial operations due to our reliance on limited personnel in the finance function. While this control deficiency did not result in any audit adjustments to our 2007 through 2011 interim or annual financial statements, it could have resulted in a material misstatement that might have been prevented or detected by a segregation of duties.

The Company’s current accounting staff is relatively small and the Company’s resources are limited given its size;

The Company lacks sufficient resources to perform the internal audit function and does not have an Audit Committee;

We do not have an independent Board of Directors, nor do we have a board member designated as an independent financial expert for the Company. The Board of Directors is comprised of two members of management. As a result, there may be lack of independent oversight of the management team, lack of independent review of our operating and financial results, and lack of independent review of disclosures made by the Company; and

Documentation of all proper accounting procedures is not yet complete.

To the extent reasonably possible given our limited resources, we intend to take measures to cure the aforementioned material weaknesses, including, but not limited to, the following:

Considering the engagement of consultants to assist in ensuring that accounting policies and procedures are consistent across the organization and that we have adequate control over financial statement disclosures;

Hiring additional qualified financial personnel on a full-time basis;

Expanding our current board of directors to include additional individuals willing to perform directorial functions; and

Increasing our workforce in preparation for exiting the exploration stage and commencing revenue producing operations.

Since the recited remedial actions will require that we hire or engage additional personnel, these material weaknesses may not be overcome in the near term due to our limited financial resources. Until such remedial actions can be realized, we will continue to rely on the advice of outside professionals and consultants.

Due to limited funding and cash on hand, we have not been able to implement any of the above-mentioned remedies to cure our existing weaknesses. Contingent upon our ability to raise financing and generate revenue in the short term, we anticipate that these corrective initiatives will be at least partially, if not fully, implemented by December 31, 2011.

Changes in Internal Controls

No change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the three months ended June 30, 2011 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II

OTHER INFORMATION

Item 1. Legal Proceedings.

The Company is currently not a party to any pending legal proceedings and no such action by or to the best of its knowledge, against the Company has been threatened.

Item 1A. Risk Factors.

N/A.

Item 2. Unregistered Sale of Equity Securities and Use of Proceeds.

On April 8, 2011, the Company issued 30,000 shares of Common Stock due to Extranome pursuant to the Software Development Contract between BAETA Corp. and Extranome, Inc. As noted above, our President and Chairman, Dr. Alexander Gak, is the 100% owner of Extranome. Therefore he is deemed to beneficially own these 30,000 shares as he maintains voting and dispositive control over Extranome.

Sub-Total:

24,215,686 shares of Common Stock outstanding after this issuance.

On April 29, 2011, the Company issued 5,000 shares of its common stock to Eugene Gribov. The Company issued the stock in consideration for technology services rendered as the Company’s Chief Tech Officer and upon reliance on the exemption from registration requirements of the Securities Act of 1933, as amended, provided under Section 4(2) promulgated thereunder as the issuance of the stock did not involve a public offering of securities.

Sub-Total:

24,220,686 shares of Common Stock outstanding after this issuance.

On April 29, 2011, the Company issued 11,667 shares of its common stock to Leonid Pushkantser. The Company issued the stock in consideration for executive services rendered as the Company’s Chief Executive Officer and upon reliance on the exemption from registration requirements of the Securities Act of 1933, as amended, provided under Section 4(2) promulgated thereunder as the issuance of the stock did not involve a public offering of securities.

Sub-Total:

24,232,353 shares of Common Stock outstanding after this issuance.

On April 29, 2011, the Company issued 30,000 shares of Common Stock due to Extranome pursuant to the Software Development Contract between BAETA Corp. and Extranome, Inc. As noted above, our President and Chairman, Dr. Alexander Gak, is the 100% owner of Extranome. Therefore he is deemed to beneficially own these 30,000 shares as he maintains voting and dispositive control over Extranome.

Sub-Total:

24,262,353 shares of Common Stock outstanding after this issuance.

On April 29, 2011, the Company issued 5,000 shares of its common stock to Leroy and Lisbet Smith. The Company issued the stock in consideration for marketing consultation services rendered by Mr. Smith as the Company’s Chief Marketing Officer and upon reliance on the exemption from registration requirements of the Securities Act of 1933, as amended, provided under Section 4(2) promulgated thereunder as the issuance of the stock did not involve a public offering of securities.

Sub-Total:

24,267,353 shares of Common Stock outstanding after this issuance.

On April 29, 2011, the Company issued 10,000 shares of its common stock to Michael Semenovski. The Company issued the stock in consideration for executive services rendered as the Company’s Chief Medical Officer pursuant to an Agreement executed between BAETA Corp. and Mr. Semenovski on March 1, 2011, and upon reliance on the exemption from registration requirements of the Securities Act of 1933, as amended, provided under Section 4(2) promulgated thereunder as the issuance of the stock did not involve a public offering of securities.

Sub-Total:

24,277,353 shares of Common Stock outstanding after this issuance.

On April 29, 2011, the Company issued 5,000 shares of its common stock to Richard Kline PhD. The Company issued the stock in consideration for 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.

Sub-Total:

24,282,353 shares of Common Stock outstanding after this issuance.

On April 29, 2011, the Company issued 5,000 shares of its common stock to Keith Palacz. The Company issued the stock in consideration for 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.

Sub-Total:

24,287,353 shares of Common Stock outstanding after this issuance.

On April 29, 2011, the Company issued 200,000 shares of its common stock to Virginia K. Sourlis, 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.

Sub-Total:

24,487,353 shares of Common Stock outstanding after this issuance.

On April 29, 2011, the Company issued its common stock to Boris Mordkovich, a qualified and accredited investor as defined in Rule 501(a) of Regulation D of the Securities Act. The sale was made in accordance with the exemption from registration pursuant to Section 4(2) under the Securities Act, as it did not constitute a public offering of securities. The Company sold 80,000 shares of its Common Stock, par value $0.0001 per share, at a purchase price of $0.125 per share, to Dr. Mordkovich, for an aggregate of $10,000.

Sub-Total:

24,567,353 shares of Common Stock outstanding after this issuance.

On May 9, 2011, the Company issued its common stock to Anthony Price, a qualified and accredited investor as defined in Rule 501(a) of Regulation D of the Securities Act. The sale was made in accordance with the exemption from registration pursuant to Section 4(2) under the Securities Act, as it did not constitute a public offering of securities. The Company sold 220,000 shares of its Common Stock, par value $0.0001 per share, at a purchase price of $0.25 per share, to Dr. Price, for an aggregate of $55,000.

Sub-Total:

24,787,353 shares of Common Stock outstanding after this issuance.

On May 31, 2011, the Company issued 5,000 shares of its common stock to Eugene Gribov. The Company issued the stock in consideration for technology services rendered as the Company’s Chief Tech Officer and upon reliance on the exemption from registration requirements of the Securities Act of 1933, as amended, provided under Section 4(2) promulgated thereunder as the issuance of the stock did not involve a public offering of securities.

Sub-Total:

24,792, 353 shares of Common Stock outstanding after this issuance.

On May 31, 2011, the Company issued 11,667 shares of its common stock to Leonid Pushkantser. The Company issued the stock in consideration for executive services rendered as the Company’s Chief Executive Officer and upon reliance on the exemption from registration requirements of the Securities Act of 1933, as amended, provided under Section 4(2) promulgated thereunder as the issuance of the stock did not involve a public offering of securities.

Sub-Total:

24,804,020 shares of Common Stock outstanding after this issuance.

On May 31, 2011, the Company issued 30,000 shares of Common Stock due to Extranome pursuant to the Software Development Contract between BAETA Corp. and Extranome, Inc. As noted above, our President and Chairman, Dr. Alexander Gak, is the 100% owner of Extranome. Therefore he is deemed to beneficially own these 30,000 shares as he maintains voting and dispositive control over Extranome.

Sub-Total:

24,834,020 shares of Common Stock outstanding after this issuance.

On May 31, 2011, the Company issued 5,000 shares of its common stock to Leroy and Lisbet Smith. The Company issued the stock in consideration for marketing consultation services rendered by Mr. Smith as the Company’s Chief Marketing Officer and upon reliance on the exemption from registration requirements of the Securities Act of 1933, as amended, provided under Section 4(2) promulgated thereunder as the issuance of the stock did not involve a public offering of securities.

Sub-Total:

24,839,020 shares of Common Stock outstanding after this issuance.

On May 31, 2011, the Company issued 5,000 shares of its common stock to Michael Semenovski. The Company issued the stock in consideration for executive services rendered as the Company’s Chief Medical Officer pursuant to an Agreement executed between BAETA Corp. and Mr. Semenovski on March 1, 2011, and upon reliance on the exemption from registration requirements of the Securities Act of 1933, as amended, provided under Section 4(2) promulgated thereunder as the issuance of the stock did not involve a public offering of securities.

Sub-Total:

24,844,020 shares of Common Stock outstanding after this issuance.

On May 31, 2011, the Company issued 5,000 shares of its common stock to Richard Kline PhD. The Company issued the stock in consideration for 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.

Sub-Total:

24,849,020 shares of Common Stock outstanding after this issuance.

On May 31, 2011, the Company issued 5,000 shares of its common stock to Keith Palacz. The Company issued the stock in consideration for 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.

Sub-Total:

24,854,020 shares of Common Stock outstanding after this issuance.

On May 31, 2011, the Company issued 50,000 shares of its common stock to Stock Vest. The Company issued the stock in consideration of that certain Investor Relations Services Consulting Agreement and upon reliance on the exemption from registration requirements of the Securities Act of 1933, as amended, provided under Section 4(2) promulgated thereunder as the issuance of the stock did not involve a public offering of securities.

Sub-Total:

24,904,020 shares of Common Stock outstanding after this issuance.

On November 2, 2010 and September 13, 2010, the Company issued 241,546 and 22,000 shares of its common stock to AGS Capital Group, LLC, respectively. The Company issued the stock pursuant to Section 12.4 of the Reserve Equity Financing Agreement dated September 28, 2010, between the Company and AGS Capital Group, LLC, and upon reliance on the exemption from registration requirements of the Securities Act of 1933, as amended, provided under Section 4(2) promulgated thereunder as the issuance of the stock did not involve a public offering of securities. Pursuant to a Settlement Agreement dated May 10, 2011, AGS retained 60,000 of the above mentioned shares of common stock, and returned 203,546 shares to the Company. The 203,546 shares were subsequently retired by the Company.

Sub-Total:

24,700,474 shares of Common Stock outstanding after this issuance.

On May 31, 2011, the Company issued 1,000 shares of its common stock to Rob Sturtz. The Company issued the stock in consideration for creative design services rendered as the Company’s design consultant, and upon reliance on the exemption from registration requirements of the Securities Act of 1933, as amended, provided under Section 4(2) promulgated thereunder as the issuance of the stock did not involve a public offering of securities.

Sub-Total:

24,701,474 shares of Common Stock outstanding after this issuance.

On June 30, 2011, the Company issued 5,000 shares of its common stock to Eugene Gribov. The Company issued the stock in consideration for technology services rendered as the Company’s Chief Tech Officer and upon reliance on the exemption from registration requirements of the Securities Act of 1933, as amended, provided under Section 4(2) promulgated thereunder as the issuance of the stock did not involve a public offering of securities.

Sub-Total:

24,706,474 shares of Common Stock outstanding after this issuance.

On June 30, 2011, the Company issued 11,667 shares of its common stock to Leonid Pushkantser. The Company issued the stock in consideration for executive services rendered as the Company’s Chief Executive Officer and upon reliance on the exemption from registration requirements of the Securities Act of 1933, as amended, provided under Section 4(2) promulgated thereunder as the issuance of the stock did not involve a public offering of securities.

Sub-Total:

24,718,141 shares of Common Stock outstanding after this issuance.

On June 30, 2011, the Company issued 30,000 shares of Common Stock due to Extranome pursuant to the Software Development Contract between BAETA Corp. and Extranome, Inc. As noted above, our President and Chairman, Dr. Alexander Gak, is the 100% owner of Extranome. Therefore he is deemed to beneficially own these 30,000 shares as he maintains voting and dispositive control over Extranome.

Sub-Total:

24,748,141 shares of Common Stock outstanding after this issuance.

On June 30, 2011, the Company issued 5,000 shares of its common stock to Leroy and Lisbet Smith. The Company issued the stock in consideration for marketing consultation services rendered by Mr. Smith as the Company’s Chief Marketing Officer and upon reliance on the exemption from registration requirements of the Securities Act of 1933, as amended, provided under Section 4(2) promulgated thereunder as the issuance of the stock did not involve a public offering of securities.

Sub-Total:

24,753,141 shares of Common Stock outstanding after this issuance.

On June 30, 2011, the Company issued 5,000 shares of its common stock to Michael Semenovski. The Company issued the stock in consideration for executive services rendered as the Company’s Chief Medical Officer pursuant to an Agreement executed between BAETA Corp. and Mr. Semenovski on March 1, 2011, and upon reliance on the exemption from registration requirements of the Securities Act of 1933, as amended, provided under Section 4(2) promulgated thereunder as the issuance of the stock did not involve a public offering of securities.

Sub-Total:

24,758,141 shares of Common Stock outstanding after this issuance.

On June 30, 2011, the Company issued 5,000 shares of its common stock to Richard Kline PhD. The Company issued the stock in consideration for 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.

Sub-Total:

24,763,141 shares of Common Stock outstanding after this issuance.

On June 30, 2011, the Company issued 5,000 shares of its common stock to Keith Palacz. The Company issued the stock in consideration for 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.

Sub-Total:

24,768,141 shares of Common Stock outstanding after this issuance.

On June 30, 2011, the Company issued 35,000 shares of its common stock to Stock Vest. The Company issued the stock in consideration of that certain Investor Relations Services Consulting Agreement and upon reliance on the exemption from registration requirements of the Securities Act of 1933, as amended, provided under Section 4(2) promulgated thereunder as the issuance of the stock did not involve a public offering of securities.

Sub-Total:

24,803,141 shares of Common Stock outstanding after this issuance.

On July 29, 2011, the Company issued 5,000 shares of its common stock to Eugene Gribov. The Company issued the stock in consideration for technology services rendered as the Company’s Chief Tech Officer and upon reliance on the exemption from registration requirements of the Securities Act of 1933, as amended, provided under Section 4(2) promulgated thereunder as the issuance of the stock did not involve a public offering of securities.

Sub-Total:

24,808,141 shares of Common Stock outstanding after this issuance.

On July 29, 2011, the Company issued 11,667 shares of its common stock to Leonid Pushkantser. The Company issued the stock in consideration for executive services rendered as the Company’s Chief Executive Officer and upon reliance on the exemption from registration requirements of the Securities Act of 1933, as amended, provided under Section 4(2) promulgated thereunder as the issuance of the stock did not involve a public offering of securities.

Sub-Total:

24,819,808 shares of Common Stock outstanding after this issuance.

On July 29, 2011, the Company issued 30,000 shares of Common Stock due to Extranome pursuant to the Software Development Contract between BAETA Corp. and Extranome, Inc. As noted above, our President and Chairman, Dr. Alexander Gak, is the 100% owner of Extranome. Therefore he is deemed to beneficially own these 30,000 shares as he maintains voting and dispositive control over Extranome.

Sub-Total:

24,849,808 shares of Common Stock outstanding after this issuance.

On July 29, 2011, the Company issued 5,000 shares of its common stock to Leroy and Lisbet Smith. The Company issued the stock in consideration for marketing consultation services rendered by Mr. Smith as the Company’s Chief Marketing Officer and upon reliance on the exemption from registration requirements of the Securities Act of 1933, as amended, provided under Section 4(2) promulgated thereunder as the issuance of the stock did not involve a public offering of securities.

Sub-Total:

24,854,808 shares of Common Stock outstanding after this issuance.

On July 29, 2011, the Company issued 5,000 shares of its common stock to Michael Semenovski. The Company issued the stock in consideration for executive services rendered as the Company’s Chief Medical Officer pursuant to an Agreement executed between BAETA Corp. and Mr. Semenovski on March 1, 2011, and upon reliance on the exemption from registration requirements of the Securities Act of 1933, as amended, provided under Section 4(2) promulgated thereunder as the issuance of the stock did not involve a public offering of securities.

Sub-Total:

24,859,808 shares of Common Stock outstanding after this issuance.

On July 29, 2011, the Company issued 5,000 shares of its common stock to Richard Kline PhD. The Company issued the stock in consideration for 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.

Sub-Total:

24,864,808 shares of Common Stock outstanding after this issuance.

On July 29, 2011, the Company issued its common stock to Kirill Sobolev, a qualified and sophisticated investor. The sale was made in accordance with the exemption from registration pursuant to Section 4(2) under the Securities Act, as it did not constitute a public offering of securities. The Company sold 40,000 shares of its Common Stock, par value $0.0001 per share, at a purchase price of $0.25 per share, to Kirill for an aggregate of $10,000.

Sub-Total:

24,904,808 shares of Common Stock outstanding after this issuance.

On July 29, 2011, the Company issued 35,000 shares of its common stock to Stock Vest. The Company issued the stock in consideration of that certain Investor Relations Services Consulting Agreement and upon reliance on the exemption from registration requirements of the Securities Act of 1933, as amended, provided under Section 4(2) promulgated thereunder as the issuance of the stock did not involve a public offering of securities.

Sub-Total:

24,939,808 shares of Common Stock outstanding after this issuance.

On July 29, 2011, the Company issued 30,000 shares of Common Stock to Extranome pursuant to a Stock Purchase Agreement between BAETA Corp. and Extranome, Inc. As noted above, our President and Chairman, Dr. Alexander Gak, is the 100% owner of Extranome. Therefore he is deemed to beneficially own these 30,000 shares as he maintains voting and dispositive control over Extranome.

Total:

24,969,808 shares of Common Stock outstanding after this issuance and as of the date of this Report.

Item 3. Defaults Upon Senior Securities.

N/A.

Item 4. Submission of Matters to a Vote of Security Holders.

N/A.

Item 5. Other Information.

None.

Item 6. Exhibits.

Exhibit No.		Description

31.1		Certification by Leonid Pushkantser, the Principal Executive Officer of BAETA Corp., pursuant to SEC Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2		Certification by Jeff Burkland, the Principal Financial Officer and Principal Accounting Officer of BAETA Corp., pursuant to SEC Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1		Certification by Leonid Pushkantser, the Principal Executive Officer of BAETA Corp., pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2		Certification by Jeff Burkland, the Principal Financial Officer and Principal Accounting Officer of BAETA Corp., pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, there unto duly authorized.

Dated: August 12, 2011

	BAETA Corp.

	/s/ LEONID PUSHKANTSER
	Leonid Pushkantser
	Chief Executive Officer and Director
	(Principal Executive Officer)

	/s/ JEFF BURKLAND
	Jeff Burkland
	Chief Financial Officer
	(Principal Financial Officer and
	Principal Accounting Officer)

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