UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~September~~March 2825, ~~2010~~ 2011

Commission File No. 333-~~154243~~172070

BAETA Corp.

(Exact name of small business issuer as specified in its charter)

New Jersey (State or other Jurisdiction of Incorporation or Organization)	26-0722186 (I.R.S. Employer Identification No.)

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

Issuer’s Telephone Number: (201) 471-0988

Not Applicable

(Former name or former address, if changed since last report.)

With Copies to:

~~Virginia K~~Joseph ~~Sourlis~~M. Patricola, Esq.

The Sourlis Law Firm

~~214~~The ~~Broad Street~~Courts of Red Bank

130 Maple Avenue, Suite 9B2

Red Bank, New Jersey 07701

Telephone: (732) 530-9007

www.SourlisLaw.com

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 - Entry into a Material Definitive Agreement.

The following discussion provides only a brief description of the ~~agreement~~ agreements described below. The discussion is qualified in its entirety by the full text of the ~~agreement~~agreements, which isare attached to this Current Report on Form 8-K as Exhibit 10.1 and isare incorporated by reference herein,.

On ~~September~~ 28March 17, ~~2010~~2011, BAETA Corp., a New Jersey corporation (the “Company”), entered into ~~Reserve~~Securities ~~Equity~~Purchase ~~Financing~~ Agreement (the “~~Financing~~Convertible Note Agreement”) with ~~AGS~~ ~~Capital~~Asher ~~Group~~Enterprises, ~~LLC~~Inc., a ~~New~~Delaware ~~York~~corporation ~~based limited liability company~~ (the “Investor”)~~. Pursuant~~, toauthorizing the ~~Financing Agreement, the~~ Investor ~~committed~~ to purchase, ~~subject~~a toconvertible ~~certain~~note ~~restrictions~~(the ~~and~~“Note”) ~~conditions,~~in ~~up to $5,000,000 of~~ the ~~Company’s~~principal ~~common~~amount ~~stock~~of $37,500 ~~over~~with aan ~~period~~interest rate of 368% ~~months~~per ~~commencing on~~annum ~~the~~and ~~first~~a ~~trading~~maturity ~~day~~date ~~following the effectiveness~~ of ~~the~~December ~~registration statement on Form S-1~~21, ~~registering~~2011. ~~the~~The ~~resale~~parties ofclosed ~~shares~~on ~~purchased by~~ the ~~Investor~~ ~~pursuant~~transaction toon ~~the~~March ~~Financing~~25, ~~Agreement (the “Equity Line”)~~2011.

~~Upon effectiveness~~Pursuant ofto the ~~registration~~Convertible ~~statement~~Note onAgreement ~~Form~~and ~~S-1~~the ~~with~~Note, the USInvestor, ~~Securities and~~or ~~Exchange~~registered ~~Commission~~Assigns (in either case the “~~SEC~~Holder”), shall have the ~~Company~~right, ~~may~~from ~~draw~~time ~~down~~to time, and at any time during the period beginning on the ~~facility~~date ~~from time~~which tois ~~time,~~180 asdays following the date of the Note and ~~when~~ending iton ~~determines~~the ~~appropriate~~later of the maturity date or the date of payment of the Default Amount (as defined in ~~accordance~~the ~~with~~Note), to convert all or any part of the ~~terms~~ outstanding and ~~conditions~~unpaid principal amount of the ~~Financing~~Note ~~Agreement. The~~into ~~maximum~~fully ~~advance~~paid ~~amount~~and ~~that~~ non-assessable shares of Common Stock of the Company; isprovided ~~entitled~~however, to ~~drawn~~the ~~down~~extent inthat the Holder’s beneficial ownership of the Common Stock of the Company would not exceed 4.99% at any ~~one~~such ~~drawdown~~time ~~notice~~as isa ~~one~~result ~~hundred thousand~~of ~~dollars~~its ~~($100,000)~~conversion of the Note. The ~~purchase~~convertible ~~price~~feature ~~shall~~of bethe ~~set~~Note entitles the Holder to, upon submission of a Notice of Conversion to the Company, convert portions of unpaid principal of the Note into shares Common Stock at ~~ninety-five percent~~a price equal to 58% (95a 42% discount) of the average of the lowest five (5) Trading Prices (as defined below) of the Company’s the Common Stock during the ten (10) Trading Day period ending on the latest complete Trading Day prior to the conversion date. “Trading Price” means the closing bid price of the Company’s ~~common~~Common ~~stock during~~Stock on the ~~five~~Over-the-Counter Bulletin Board (5the “OTCBB”) ~~consecutive~~or, if the OTCBB is not the principal trading ~~days~~market ~~after~~for ~~notice~~such security, the closing bid price of such security on the principal securities exchange or trading market where such security is ~~given~~listed or traded or, if no closing bid price of such security is available in any of the foregoing manners, the average of the closing bid prices of any market makers for such security that are listed in the “pink sheets” by the ~~Company~~ National Quotation Bureau, Inc. If the Trading Price cannot be calculated for such security on such date in the manner provided above, the Trading Price shall be the fair market value as mutually determined by the Borrower and the holders of a majority in interest of the Notes being converted for which the calculation of the Trading Price is required in order to determine the Conversion Price of such Notes. “Trading Day” shall mean any day on which the Common Stock is tradable for any period on the OTCBB, or on the principal securities exchange or other securities market on which the Common Stock is then being traded.

The Investor will not be obligated to purchase shares if the Investor’s total number of shares beneficially held at that time would exceed 4.99% of the number of shares of the Company’s common stock as determined in accordance with Rule 13d-1(j) of the Securities Exchange Act of 1934, as amended. In addition, the Company is not permitted to draw on the facility unless there is an effective registration statement (as described above) to cover the resale of the shares.

In connection with the preparation of the Financing Agreement, the Company paid Investor a due diligence and document preparation fee of 22,000 shares of restricted common stock.

Item 7.01 - Regulation FD Disclosure

On ~~October 5~~ March 30, ~~2010~~2011, the Company issued a press release announcing that it has entered into athe ~~Reserve Equity Financing~~ Agreement with ~~AGS~~Asher ~~Capital Group~~Enterprises, ~~LLC~~Inc. A copy of the press release is furnished as Exhibit 99.1 to this report.

Limitation on Incorporation by Reference

In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

10.1 ~~Reserve~~Convertible ~~Equity~~Note ~~Financing~~ Agreement and form of Convertible Note entered into between BAETA Corp. and ~~AGS~~Asher ~~Capital Group~~Enterprises, ~~LLC~~Inc., dated ~~September~~March 2817, ~~2010~~2011.

99.1 Press Release announcing the entry into athe ~~Reserve~~Convertible ~~Equity~~Note ~~Financing~~ Agreement with ~~AGS~~Asher ~~Capital Group~~Enterprises, ~~LLC dated October 5, 2010~~Inc.

SIGNATURES

Pursuant to 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.

	BAETA CORP.
Date: October 5, 2010	By: /s/ LEONID PUSHKANTSER
Date: March 30, 2011	By:	/s/ LEONID PUSHKANTSER
	~~Name: Leonid Pushkantser~~	Name: Leonid Pushkantser
	~~Title: Chief Executive Officer and Director~~	Title: Chief Executive Officer and Director
	~~(Principal Executive Officer)~~	(Principal Executive Officer)

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