UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM 10-QSB/A
(Mark
One)
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QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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For the
quarterly period ended December 31, 2007
OR
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¨
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TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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Commission
file number 33-19598-D
VYTA
CORP
(Exact
name of small business issuer as specified in its charter)
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Nevada
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84-0992908
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(State
or other jurisdiction of incorporation or organization)
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(I.R.S.
employer
identification number)
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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 x No ¨
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
February 13, 2008, there were 35,213,178 shares of the registrant’s sole class
of common shares outstanding.
Transitional
Small Business Disclosure Format Yes ¨ No
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Page
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4
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PART
II – OTHER INFORMATION
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5
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6
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EXPLANATORY
NOTE
This
Form 10-QSB/A (the “Amendment”) amends our Form 10-QSB for the period ended
December 31, 2007, which was filed with the Securities and Exchange Commission
on February 14, 2008 (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
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 December 31, 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 and our quarterly report on Form 10-QSB
for the fiscal quarter ended September 30, 2007.
The
material weakness first 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.
During
the fiscal quarter ended December 31, 2007, we continued to contract for the
services of our former Chief Financial Officer to assist in preparing our
financial statements and our periodic filings with the Securities and Exchange
Commission and the services of a certified public accountant to assist in the
preparation of the financial statements and to maintain the books and records of
BioAgra. We also continued our search for a permanent Chief Financial
Officer. We incurred approximately $9,700 during the December 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.
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VYTA
CORP
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(Registrant)
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Date: May
7, 2008
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/s/
Paul H. Metzinger
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Paul H. Metzinger,
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President
& CEO & Acting Chief Financial Officer
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(Principal
Executive Officer and Principal Financial
Officer)
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