form10qsba.htm
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
10-QSB/A
(Mark
One)
|
x
|
QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
For the
quarterly period ended September 30, 2007
OR
|
¨
|
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
Commission
file number 33-19598-D
VYTA
CORP
(Exact
name of small business issuer as specified in its charter)
|
Nevada
|
84-0992908
|
|
(State
or other jurisdiction of incorporation
or organization)
|
(I.R.S.
employer identification
number)
|
370
17th Street, Suite
3640
Denver,
Colorado 80202
(Address
of principal executive offices)
Issuer’s
telephone number, including area code: (303) 592-1010
Check
whether the issuer (1) has filed all reports required to be filed by Section
13(a) or 15(d) of the Securities Exchange Act of 1934 during the past 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 xNo
¨
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes ¨ No x
State the
number of shares outstanding of each of the issuer’s classes of common equity,
as of the latest practicable date:
As of
November 16, 2007 there were 32,879,845 shares of the registrant’s sole class of
common shares outstanding.
Transitional
Small Business Disclosure Format Yes ¨ No
x
|
|
Page
|
|
|
|
|
|
|
|
|
|
|
|
|
PART
II – OTHER INFORMATION
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EXPLANATORY
NOTE
This
Form 10-QSB/A (the “Amendment”) amends our Form 10-QSB for the period ended
September 30, 2007, which was filed with the Securities and Exchange Commission
on November 19, 2007 (the “Original Filing”). We are filing this Form 10-QSB/A
to amend Item 3 “Controls and Procedures.”
In
connection with the filing of this Form 10-QSB/A and pursuant to Rules 13a-14(a)
or 15d-14(a) under the Securities Exchange Act of 1934, we are including with
this Form 10-QSB/A certain currently dated certifications.
This
Amendment does not reflect events occurring after the Original Filing except as
noted above. Except for the foregoing amended information, this Form 10-QSB/A
continues to speak as of the date of the Original Filing and the Company has not
otherwise updated disclosures contained therein or herein to reflect events that
occurred at a later date.
PART
I – FINANCIAL INFORMATION
Item 3. CONTROLS AND PROCEDURES
We
have adopted and maintain disclosure controls and procedures (as such term is
defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of
1934, as amended (the “Exchange Act”)) that are designed to ensure that
information required to be disclosed in our reports under the Exchange Act, is
recorded, processed, summarized and reported within the time periods required
under the SEC’s rules and forms and that the information is gathered and
communicated to our management, including our Chief Executive Officer (Principal
Executive Officer) and Chief Financial Officer (Principal Financial Officer), as
appropriate, to allow for timely decisions regarding required
disclosure.
As required
by SEC Rule 15d-15(b), we carried out an evaluation under the supervision and
with the participation of our management, including the Chief Executive Officer
and Chief Financial Officer, of the effectiveness of the design and operation of
our disclosure controls and procedures pursuant to Exchange Act Rule 15d-15 as
of the end of the period covered by this report. Based on the foregoing
evaluation, our Chief Executive Officer and Chief Financial Officer have
concluded that our disclosure controls and procedures are not effective in
timely alerting them to material information required to be included in our
periodic SEC filings and to ensure that information required to be disclosed in
our periodic SEC filings is accumulated and communicated to our management,
including our Chief Executive Officer and Chief Financial Officer, to allow
timely decisions regarding required disclosure as a result of the omission in
our Original Filing of the changes in our internal controls over financial
reporting that occurred during the fiscal quarter to address the deficiency in
our internal control over financial reporting first identified in our annual
report on Form 10-KSB for the fiscal year ended June 30, 2007.
There
was a change in our internal control over financial reporting that occurred
during the fiscal quarter ended September 30, 2007 that has materially affected,
or is reasonably likely to materially affect, our internal control over
financial reporting as a result of the material weakness in our internal control
over financial reporting identified in our 2007 audit and disclosed in our
annual report on Form 10-KSB for the fiscal year ended June 30,
2007.
The
material weakness identified in our annual report on Form 10-KSB for the fiscal
year ended June 30, 2007 was related to a lack of accounting staff responsible
for the authorization, processing, approval and reporting of transactions as
well as the overall financial reporting process.
Beginning
in the fiscal quarter ended September 30, 2007, we initiated and began to change
our internal control over financial reporting to remediate the aforementioned
deficiency and to strengthen our internal control processes, including the
seeking of additional accounting staff and/or the consultation with outside
resources as we deem appropriate. During the fiscal quarter ended
September 30, 2007, we contracted with our former Chief Financial Officer to
assist in preparing our financial statements and our periodic filings with the
Securities and Exchange Commission and to maintain our books and
records. We have also contracted with a certified public accountant
to assist in the preparation of the financial statements and to maintain the
books and records of BioAgra. We also began the search for a
permanent Chief Financial Officer. We incurred approximately $15,000
during the September 2007 quarter in remediation costs. While the
aggregate costs of remediation are unknown at this time, we expect that the
costs may exceed $300,000, which would include the interim measures described
above and the hiring of a new Chief Financial Officer. We anticipate
hiring a Chief Financial Officer by December 31, 2008. However, we
can provide no assurance that a qualified person can be located and hired by
such time to serve as our Chief Financial Officer. Until such time as
a Chief Financial Officer is hired, we intend to continue to utilize consultants
to assist in the preparation of our financial statements and our periodic
reports.
PART
II – OTHER INFORMATION
Exhibits. The following is a
complete list of exhibits filed as part of this Form 10-QSB/A. Exhibit numbers
correspond to the numbers in the Exhibit Table of Item 601 of Regulation
S-B.
Exhibit 31.1 Certification pursuant to
Section 302 of the Sarbanes-Oxley Act
Exhibit 32.1 Certification pursuant to Section 906 of the
Sarbanes-Oxley Act
In
accordance with the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
|
|
VYTA
CORP
|
|
|
|
(Registrant)
|
|
|
|
|
|
|
Date:
May 7, 2008
|
/s/
Paul H. Metzinger
|
|
|
|
Paul H. Metzinger,
|
|
|
|
President
& CEO & Acting Chief Financial Officer
|
|
|
|
(Principal
Executive Officer and Principal Financial Officer)
|
|
6