10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended December 31, 2011

OR

( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to          

Commission File Number 0-11730

BayHill Capital Corporation

(Exact Name of Registrant as Specified in its Charter)

Delaware	84-1089377
(State or Other Jurisdiction of	(I.R.S. Employer
Incorporation or Organization)	Identification No.)

25 East 200 South

Lehi, Utah 84043

(Address of Principal Executive Offices)

801-592-3000

(Registrant’s Telephone Number, Including Area Code)

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 o

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

Large accelerated filer o	Accelerated filer o
Non-accelerated filer o	Smaller reporting company x

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

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date.

Class	Outstanding at January 18, 2012
Common Stock, $0.0001 par value	4,154,841

Part I - FINANCIAL INFORMATION
Item 1.  Consolidated Financial Statements
Consolidated Balance Sheets	Page 3
Consolidated Statements of Operations	Page 4
Consolidated Statements of Cash Flows	Page 5
Supplemental Disclosures of Cash Flow Information and Non-Cash Transactions	Page 6
Notes to Consolidated Financial Statements	Page 7
Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations	Page 10
Item 3.  Quantitative and Qualitative Disclosures about Market Risk	Page 11
Item 4T.  Controls and Procedures	Page 11
Part II – OTHER INFORMATION
Item 1.  Legal Proceedings	Page 12
Item 1A.  Risk Factors	Page 12
Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds	Page 12
Item 6.  Exhibits	Page 13
Signature	Page 14

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BAYHILL CAPITAL CORPORATION

PART I – FINANCIAL INFORMATION

Item 1.  Consolidated Financial Statements

Consolidated Balance Sheets

Assets
	As of
	December 31,  2011 (Unaudited)			June 30, 2011
CURRENT ASSETS
Cash	$	10,059		$	6,284
Other receivables		1,750			—
Notes receivable, current portion		119,524			126,729
Total current assets		131,333			133,013
NON-CURRENT ASSETS
Notes receivable		282,256			320,688
Total non-current assets		282,256			320,688
TOTAL ASSETS	$	413,589		$	453,701
Liabilities and Stockholders' Equity
Current liabilities
Accounts payable	$	74,566		$	76,253
Accrued liabilities		58,969			15,508
Notes payable		65,900			65,900
Current liabilities of discontinued operations		23,599			23,599
Total current liabilities	$	223,034		$	181,260
Commitments and contingencies
Stockholders' equity
Preferred stock, $.0001 par value, 400,000 shares authorized, no shares issued and outstanding at December 31, 2011 and June 30, 2011	$	—		$	—
Common stock $.0001 par value, 100,000,000 shares authorized; 4,154,841 shares issued and outstanding at December 31, 2011 and June 30, 2011		415			415
Additional paid-in capital		17,893,909			17,893,909
Accumulated deficit		(17,703,769	)		(17,621,883	)
Total stockholders' equity		190,555			272,441
Total liabilities and stockholders' equity	$	413,589		$	453,701

See notes to consolidated financial statements.

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BAYHILL CAPITAL CORPORATION

Consolidated Statements of Operations

(Unaudited)

	Three Months Ended						Six Months Ended
	December 31,						December 31,
	2011			2010			2011			2010
Operating expenses:
Selling, general and administrative	$	39,864		$	74,097		$	94,129		$	158,551
Total operating expenses		39,864			74,097			94,129			158,551
Loss from operations		(39,864	)		(74,097	)		(94,129	)		(158,551	)
Other income and expense:
Other income		8,509			10,399			16,112			10,399
Interest expense		(2,321	)		—			(3,869	)		—
Total other income		6,188			10,399			12,243			10,399
Loss from operations before income taxes		(33,676	)		(63,698	)		(81,886	)		(148,152	)
Income taxes		—			—			—			—
Net loss		(33,676	)		(63,698	)		(81,886	)		(149,760	)
Loss attributable to
common shareholders	$	(33,676	)	$	(63,698	)	$	(81,886	)	$	(149,760	)
Loss per common share-basic and diluted:	$	(.01	)	$	(.02	)	$	(.02	)	$	(.04	)
Weighted average number of common shares outstanding: Basic and Diluted		4,154,841			3,254,841			4,154,841			3,404,794

See Notes to Consolidated Financial Statements

4

BAYHILL CAPITAL CORPORATION

Consolidated Statements of Cash Flows

(Unaudited)

	Six Months Ended
	December 31,
	2011			2010
Cash flows from operating activities
Net loss	$	(81,886	)	$	(149,760	)
Adjustments to reconcile net loss to net cash used in operating activities:
Changes in operating assets and liabilities:
Other receivables		(1,750	)		—
Accounts payable		(1,688	)		57,971
Accrued liabilities		43,461			48,020
Net cash used in operating activities		(41,863	)		(43,769	)
Cash flows from investing activities
Proceeds from sale of Commission River		—			15,000
Payment on notes receivable from Commission River		45,638			30,629
Net cash flows provided by investing activities		45,638			45,629
Net increase in cash		3,775			1,860
Cash - beginning of period		6,284			55
Cash - end of period	$	10,059		$	1,915

See Notes to Consolidated Financial Statements

5

BAYHILL CAPITAL CORPORATION

Supplemental Disclosures of Cash Flow Information and Non-Cash Transactions

During the six months ended December 31, 2011, there were no non-cash transactions.

During the six months ended December 31, 2010, we issued the following unregistered shares of our common stock for the reasons and values identified below.

	Shares		Value
Issued to outside board of directors for accrued director fees		133,334	$	76,000
Issued to management for accrued salaries		212,963	$	121,389
Issued to consultants for accrued consulting fees		51,919	$	29,594

The values we recorded for the settlement of accrued payables and director fees payable were at the “last sale” market price for free-trading shares of our common stock on the date our Board of Directors approved the issuances, which was $0.57 per share. The difference between the market price and the amount of liabilities settled was booked to additional paid in capital, since all parties were affiliates of the Company.

On September 2, 2010, we announced the sale on August 31, 2010, the effective date of the sale, of our operating subsidiary, Commission River. As part of the consideration of the purchase price the parties agreed to the cancelation of 489,984 common shares of BHCC, owned by Mr. Edwards and Mr. Oborn, which was agreed by both parties to have a value of $105,000.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 1 – Description of Business

BayHill Capital Corporation (“we,” “us” or “BHCC”, formerly Cognigen Networks, Inc.), was incorporated in May 1983 in the state of Colorado. Our wholly-owned subsidiary, Commission River Corporation (“Commission River”), was our only active business and we sold that business effective August 31, 2010. Prior to the sale of Commission River we marketed and sold services and products through commission-based marketing agents who used the Internet as a platform to provide customers and subscribers with a variety of telecommunications and technology-based products and services.

Beginning September 1, 2010, following the sale of Commission River, we have been a “shell corporation” under SEC regulations.

On August 8, 2011, we entered into an Agreement and Plan of Merger, or the “Merger Agreement”, by and among the Company, Proteus Energy Corporation, a Delaware corporation (“Proteus”), and PEC Merger Sub, Inc. (“Merger Sub”), a Delaware corporation and a wholly owned subsidiary of the Company, pursuant to which Merger Sub would merge with and into Proteus ( the “Merger”), resulting in Proteus becoming a wholly-owned subsidiary of the Company and resulting in a change of control of the Company and our board of directors (see Note 9 Agreement and Plan of Merger). Proteus was not able to raise the capital required by the Merger Agreement and on December 6, 2011 we gave Proteus notice that we would no longer be under exclusivity to complete the Merger and would continue to look for other merger opportunities.

Note 2 – Summary of Significant Accounting Policies

The accompanying consolidated financial statements include the accounts of our wholly owned subsidiary, Commission River Corporation. For purposes of the accompanying financial statements, we have treated Commission River Corporation as discontinued operations (see Note 3). All intercompany accounts and transactions have been eliminated in consolidation.

In our opinion, we have made all adjustments, consisting only of normal recurring adjustments, to (a) the unaudited consolidated statements of operations for the three and six months ended December 31, 2011 and 2010, respectively, (b) the unaudited and audited consolidated balance sheets as of December 31, 2011 and June 30, 2011, respectively, and (c) the unaudited consolidated statements of cash flows for the six months ended December 31, 2011 and 2010, respectively, in order to make such financial statements not misleading.

We have prepared the accompanying unaudited consolidated financial statements in accordance with generally accepted accounting principles for interim financial information. Accordingly, they do not include all the information and footnotes required by generally accepted accounting principles for financial statements. For further information, refer to the audited consolidated financial statements and notes thereto for the year ended June 30, 2011, included in our Annual Report on Form 10-K filed with the Securities and Exchange Commission.

The preparation of our consolidated financial statements requires us to make estimates and assumptions that 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.

The results for the three and six months ended December 31, 2011 may not necessarily be indicative of our actual results for the fiscal year ending June 30, 2012. We became a “shell corporation” for SEC regulatory purposes on September 1, 2010 and have no significant continuing operations on which to report financial results for periods beginning on that date and thereafter.

Note 3 – Discontinued Operations

Commission River

On September 2, 2010, we announced the sale on August 31, 2010, the effective date of the sale, of our operating subsidiary, Commission River. The transaction included the redemption by Commission River, of 800 shares of its

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common stock held by the Company in exchange for a secured negotiable promissory note in the amount of $490,000, with varying interest rates beginning at 6% and required monthly payments of $10,000, and in addition, Commission River forgave an intercompany receivable in the amount of $274,396. The remaining 200 shares of Commission River common stock was sold to its current management team, Adam Edwards and Patrick Oborn, who were also shareholders of the Company, for $15,000 and the cancelation of 489,984 common shares of BHCC, owned by Mr. Edwards and Mr. Oborn, which was agreed by both parties to have a value of $105,000. No gain was recorded on the transaction as it was with related parties. The offset to the transaction of $884,386 was recorded as an increase in additional paid in capital. This sale concludes the Company’s activity in the telecommunications and affiliate marketing fields and included substantially all of the Company’s assets and operations.

The information set forth in the financial statements for the periods ended December 31, 2010 have been restated to show discontinued operations. The results for the three months and six months ended December 31, 2011 may not necessarily be indicative of our actual results for the fiscal year ending June 30, 2012. We became a “shell corporation” for SEC regulatory purposes on September 1, 2010 and have no significant continuing operations on which to report financial results for periods beginning on that date and thereafter.

The following is financial information as of and for the six months ended December 31, 2011and 2010 relative to the discontinued operations described above.

Balance Sheet:

	December 31, 2011		June 30, 2011
Accrued liabilities	$	23,599	$	23,599
Current liabilities	$	23,599	$	23,599

Statement of Operations:

	December 31, 2011		December 31, 2010
Commission revenues	$	—	$	398,058
Commission expenses		—		(261,398	)
Gross revenue		—		127,660
Other expenses		—		(127,660	)
Net loss from discontinued operations	$	—	$	—

Note 4 – Management’s Plan

Starting September 1, 2010 we became a “shell corporation” for SEC regulatory purposes. On August 8, 2011, we entered into a Merger Agreement which would result in Proteus becoming a wholly-owned subsidiary of the Company and resulting in a change of control of the Company and our board of directors (see Note 9 Agreement and Plan of Merger). Proteus was not able to raise the capital required by the Merger Agreement and on December 6, 2011 we gave notice that we would no longer be under exclusivity to complete the merger and would continue to look for other merger opportunities.

Cash flows generated from operations and cash received from payment to the Company of principal on notes receivable were sufficient to meet our working capital requirements for the six months ended December 31, 2011, but will not likely be sufficient to meet our working capital requirements for the foreseeable future or provide for expansion opportunities. We incurred $81,886 in net losses and used $41,863 in cash for operating activities for the six months ended December 31, 2011. Net cash flows generated from payments on notes receivable for the six months ended December 31, 2011 were $45,638. These conditions raise substantial doubt about our ability to continue as a going concern.

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Note 5 – Notes Payable

We owed $61,900 to officers and directors for accrued salaries and board of director fees, which amounts were put into notes payable. The notes are unsecured promissory notes that carry an interest rate of 10% for the first 120 days and 15% thereafter and have a maturity date of June 30, 2012. The company has a right to prepay these notes at any time without penalty. We also owe $4,000 to a third party relating to a prior office lease arrangement.

Note 6 - Stockholders' Equity

Preferred Stock

As of December 31, 2011 we had authorized 400,000 shares of Preferred Stock $0.0001 par value. There are currently no shares of Preferred Stock outstanding.

Common Stock

As of December 31, 2011 we had authorized 100,000,000 shares of Common Stock $0.0001 par value. There are currently 4,154,841 shares of Common Stock outstanding.

Stock Options

We did not grant any stock options during the six months ended December 31, 2011. As of December 31, 2011 there were no outstanding options to purchase shares of our common stock.

Warrants

We did not grant any warrants during the six months ended December 31, 2011. As of December 31, 2011 there were no outstanding warrants to purchase shares of our common stock.

Note 7 - Commitments and Contingencies

Operating Leases

We were not obligated to pay any future minimum lease payments under any leases as of December 31, 2011.

Note 8 – Sale of Commission River Corporation

On September 2, 2010, we announced the sale on August 31, 2010, the effective date of the sale, of our operating subsidiary, Commission River. The transaction included the redemption by Commission River, of 800 shares of its common stock held by the Company in exchange for a secured negotiable promissory note in the amount of $490,000, with varying interest rates beginning at 6% and required monthly payments of $10,000, and in addition, Commission River forgave an intercompany receivable in the amount of $274,396. The remaining 200 shares of Commission River common stock was sold to its current management team, Adam Edwards and Patrick Oborn, who were also shareholders of the Company, for $15,000 and the cancelation of 489,984 common shares of BHCC, owned by Mr. Edwards and Mr. Oborn, which was agreed by both parties to have a value of $105,000. This sale concludes the Company’s activity in the telecommunications and affiliate marketing fields and included substantially all of the Company’s assets and operations.

Note 9 – Agreement and Plan of Merger

On August 8, 2011, we entered into the Merger Agreement. The Merger was to be completed upon the Company’s receipt of a minimum of $2,000,000 in funds from the private placement of our common stock, as required by the Merger Agreement. Proteus Energy Corporation was not able to raise the capital required by the Merger Agreement and on December 6, 2011 we gave Proteus Energy Corporation notice that we would no longer be under exclusivity to complete the Merger and we would continue to look for other merger opportunities.

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

Cautionary Statement Concerning Forward-Looking Statements

Certain of the information discussed herein, and in particular in this section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operation,” contains forward-looking statements that involve risks and uncertainties that might adversely affect our operating results in the future in a material way. Such risks and uncertainties include, without limitation, our ability to implement, and obtain funding to carry out our business and growth strategy, our possible inability to obtain additional financing, our possible lack of cash flows, our possible loss of key personnel. Many of these risks are beyond our control.

Overview

BayHill Capital Corporation (“we,” “us” or “BHCC”, formerly Cognigen Networks, Inc.), was incorporated in May 1983 in the state of Colorado. Our wholly-owned subsidiary, Commission River Corporation (“Commission River”), was our only active business. Commission River, our operating subsidiary was sold on September 2, 2010, and we announced this sale on September 2, 2010. The transaction included the redemption by Commission River, of 800 shares of its common stock held by the Company in exchange for a secured negotiable promissory note in the amount of $490,000, with varying interest rates beginning at 6% and required monthly payments of $10,000, and in addition, Commission River forgave an intercompany receivable in the amount of $274,396. The remaining 200 shares of Commission River common stock were sold to its current management team, Adam Edwards and Patrick Oborn, who were also shareholders of the Company, for $15,000 and the cancelation of 489,984 common shares of the Company, owned by Mr. Edwards and Mr. Oborn. The parties agreed that the cancelled shares had a value of $105,000. No gain was recorded on the transaction as it was with related parties. The offset to the total consideration of $884,386 was recorded as an increase in additional paid in capital. This sale concludes the Company’s activity in the telecommunications and affiliate marketing fields and included substantially all of the Company’s assets and operations. Beginning September 1, 2010, following the sale of Commission River, we have been a “shell corporation” under SEC regulations.

On August 8, 2011, we entered into an Agreement and Plan of Merger, or the “Merger Agreement”, by and among the Company, Proteus Energy Corporation, a Delaware corporation (“Proteus”), and PEC Merger Sub, Inc. (“Merger Sub”), a Delaware corporation and a wholly owned subsidiary of the Company, pursuant to which Merger Sub will merge with and into Proteus the “Merger”, resulting in Proteus becoming a wholly-owned subsidiary of the Company and resulting in a change of control of the Company and our board of directors. The Merger was to be completed upon the Company’s receipt of a minimum of $2,000,000 in funds from the private placement of our common stock, as required by the merger agreement (see Note 9 Agreement and Plan of Merger, to our Consolidated Financial Statements). Proteus was not able to raise the capital required by the Merger Agreement and on December 6, 2011 we gave Proteus that we would no longer be under exclusivity to complete the Merger and would continue to look for other merger opportunities.

Results of Operations

Three Months Ended December 31, 2011 Compared to Three Months Ended December 31, 2010

There were no operating activities that generated revenue for the three months ended December 31, 2011and 2010.

Selling, general and administrative expenses decreased $34,233, or 46% for the three months ended December 31, 2011 compared to 2010. Administrative operations activity decreased substantially after the sale of Commission River.

Interest expense relates to accrued interest on notes payable to affiliates originating during fiscal 2011.

Other income of $8,509 for the three months ended December 31, 2011 related to interest received from outstanding notes receivable. There was no other income for the three months ended December 31, 2010.

Six Months Ended December 31, 2011 Compared to Six Months Ended December 31, 2010

There were no operating activities that generated revenue for the six months ended December 31, 2011 and 2010.

Selling, general and administrative expenses decreased $64,442, or 41% for the six months ended December 31, 2011 compared to 2010. Administrative operations activity decreased substantially after the sale of Commission River.

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Interest expense relates to accrued interest on notes payable to affiliates originating during fiscal 2011.

Other income of $16,112 for the six months ended December 31, 2011 related to interest received from outstanding notes receivable. There was no other income for the six months ended December 31, 2010.

Liquidity and Capital Resources

Cash flows generated from interest income and principle payments on notes receivable were sufficient to meet our working capital requirements for the six months ended December 31, 2011, but will not likely be sufficient to meet our working capital requirements for the foreseeable future or provide for acquisition opportunities. We incurred $81,886 in net losses and used $41,863 in cash for operating activities for the six months ended December 31, 2011. Net cash flows generated from payments on notes receivable for the six months ended December 31, 2010 were $45,638. These conditions raise substantial doubt about our ability to continue as a going concern.

There can be no assurance that we will be able to secure additional debt or equity financing and find appropriate acquisitions.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not required for a Small Reporting Company.

Item 4T. Controls and Procedures

(a)Evaluation of Disclosure Controls and Procedures

Our management performed an evaluation of our disclosure controls and procedures as of December 31, 2011. Our disclosure controls and procedures have been designed to provide reasonable assurance that the information we are required to disclose in the reports we file or submit under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is accumulated and communicated to our management to allow timely decisions regarding required disclosure, and recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission. Our chief executive officer and other executive officers have concluded that the controls and procedures were effective as of December 31, 2011 to reasonably ensure the achievement of these objectives. While our disclosure controls and procedures provide reasonable assurance that material information will be available on a timely basis, this assurance is subject to limitations inherent in any control system, no matter how well it is designed or administered, including, without limitation, resource constraints and the need for management to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.

(b)Changes in Internal Control Over Financial Reporting

There were no significant changes (including corrective actions with regard to material weaknesses) in our internal control over financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II – OTHER INFORMATION

Item 1. Legal Proceedings

The Company has no legal proceedings and knows of no threatened legal action.

Item 1A. Risk Factors

The Company is a Shell Company and is subject to attendant risks. See the Risk Factors described in the Company’s most recently filed Form 10-K for the fiscal year ended June 30, 2011 and the description of the sale of the Company’s subsidiary, Commission River, as provided in a form 8-K filed on or about September 2, 2010 and the Company’s Press Release included therein. Additional risks include the concentration of credit risk under the Commission River Secured Promissory Note representing the bulk of the purchase price received by the Company upon sale of Commission River; the potential that future sales of the Company’s shares by affiliates and others may have challenges arising under their possible proposed use of Rule 144; the possibility that a change of control may occur if the Company completes a “reverse merger” with a private company, of which there can be no assurance; and the possibility that the Company’s public press release and SEC filings may be said to fail to comply with the requirement of 20 day prior notice to shareholders as required under Section 14 of the Securities and Exchange Act of 1934 and rules and regulations thereunder and/or the possibility that the Company may be said to have failed to give the “prompt” notice to non-acting shareholders when action is taken, as allowed under the Delaware Corporation Code, by written consent of shareholders holding a majority of outstanding shares, as was done in the Company’s sale of Commission River.

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

During the six months ended December 31, 2010, we issued the following unregistered shares of our common stock to officers and directors of the Company, for the reasons and values identified below.

	Shares		Value
James U. Jensen for payment of director fees		48,148	$	27,444
John D. Thomas for payment of director fees		42,593	$	24,278
John M. Knab for payment of director fees		42,593	$	24,278
Robert Bench for payment of accrued salary		155,556	$	88,667
Robyn Farnsworth for payment of accrued salary		57,407	$	32,722
Taylor Bench for payment of accrued consulting fees		51,919	$	29,594

The values we recorded for the settlement of accrued payables and director fees payable were at the “last sale” market price for free-trading shares of our common stock on the date our Board of Directors approved the issuances, which was $0.57 per share. The difference between the market price and the amount of liabilities settled was booked to additional paid in capital, since all parties were affiliates of the Company.

In agreeing to issue these shares, we relied on the exemption from registration contained in Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”). Each of the parties who accepted the shares of our common stock had full information concerning us and our operations and financial condition and took the shares for purposes other than distribution unless the shares or underlying shares are registered under the Securities Act. The certificate evidencing the shares of common stock contained a legend restricting their transfer unless registered under the Securities Act, or unless there is an exemption available for their transfer.

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Item 6. Exhibits

Exhibit No.	Description
31.1	Certification of Chief Executive Officer
31.2	Certification of Chief Financial Officer
32.1	Certification of Chief Executive Officer
32.2	Certification of Chief Financial Officer

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SIGNATURES

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

	BAYHILL CAPITAL CORPORATION
Date: January 18, 2012	By:	/s/ Robert K. Bench
		Robert K. Bench Chief Executive Officer

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EX-31.1

EXHIBIT 31.1

CERTIFICATION

I, Robert K. Bench, certify that:

1.  I have reviewed this quarterly report on Form 10-Q of BayHill Capital Corporation; 

2.  Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 

3.  Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 

4.  As the certifying officer, I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15(d) -15(f)) for the small business issuer and have: 

(a)  Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; 

(b)  Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with general accepted accounting principles; 

(c)  Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and 

(d)  Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and 

5.  As the certifying officer I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): 

(a)  All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and 

(b)  Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. 

Date: January 18, 2012	By:	/s/ Robert K. Bench
		Robert K. Bench Chief Executive Officer

EX-31.2

EXHIBIT 31.2

CERTIFICATION

I, Robert K. Bench, certify that:

1.  I have reviewed this quarterly report on Form 10-Q of BayHill Capital Corporation; 

2.  Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 

3.  Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 

4.  As the certifying officer, I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15(d) -15(f)) for the small business issuer and have: 

(a)  Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; 

(b)  Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with general accepted accounting principles; 

(c)  Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and 

(d)  Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and 

5.  As the certifying officer I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): 

(a)  All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and 

(b)  Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. 

Date: January 18, 2012	By:	/s/ Robert K. Bench
		Robert K. Bench Chief Executive Officer

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. §1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of BayHill Capital Corporation (the "Company") on Form 10-Q for the period ended December 31, 2011 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Robert K. Bench, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: January 18, 2012	By:	/s/ Robert K. Bench
		Robert K. Bench Chief Executive Officer

This certification accompanies the Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.2

EXHIBIT 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. §1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of BayHill Capital Corporation (the "Company") on Form 10-Q for the period ended December 31, 2011 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Robert K. Bench, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

1.  The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and 

2.  The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. 

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.

Date: January 18, 2012	By:	/s/ Robert K. Bench
		Robert K. Bench Chief Executive Officer

This certification accompanies the Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

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Discontinued Operations

6 Months Ended

Dec. 31, 2011

Notes to Financial Statements

Discontinued Operations

Note 3 – Discontinued Operations

Commission River

On September 2, 2010, we announced the sale on August 31, 2010, the effective date of the sale, of our operating subsidiary, Commission River. The transaction included the redemption by Commission River, of 800 shares of its common stock held by the Company in exchange for a secured negotiable promissory note in the amount of $490,000, with varying interest rates beginning at 6% and required monthly payments of $10,000, and in addition, Commission River forgave an intercompany receivable in the amount of $274,396. The remaining 200 shares of Commission River common stock was sold to its current management team, Adam Edwards and Patrick Oborn, who were also shareholders of the Company, for $15,000 and the cancelation of 489,984 common shares of BHCC, owned by Mr. Edwards and Mr. Oborn, which was agreed by both parties to have a value of $105,000. No gain was recorded on the transaction as it was with related parties. The offset to the transaction of $884,386 was recorded as an increase in additional paid in capital. This sale concludes the Company’s activity in the telecommunications and affiliate marketing fields and included substantially all of the Company’s assets and operations.

The information set forth in the financial statements for the periods ended December 31, 2010 have been restated to show discontinued operations. The results for the three months and six months ended December 31, 2011 may not necessarily be indicative of our actual results for the fiscal year ending June 30, 2012. We became a “shell corporation” for SEC regulatory purposes on September 1, 2010 and have no significant continuing operations on which to report financial results for periods beginning on that date and thereafter.

The following is financial information as of and for the six months ended December 31, 2011and 2010 relative to the discontinued operations described above.

Balance Sheet:

	December 31, 2011		June 30, 2011
Accrued liabilities	$	23,599	$	23,599
Current liabilities	$	23,599	$	23,599

Statement of Operations:

	December 31, 2011		December 31, 2010
Commission revenues	$	—	$	398,058
Commission expenses		—		(261,398	)
Gross revenue		—		127,660
Other expenses		—		(127,660	)
Net loss from discontinued operations	$	—	$	—

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Summary of Significant Accounting Policies

6 Months Ended

Dec. 31, 2011

Notes to Financial Statements

Summary of Significant Accounting Policies

Note 2 – Summary of Significant Accounting Policies

The accompanying consolidated financial statements include the accounts of our wholly owned subsidiary, Commission River Corporation. For purposes of the accompanying financial statements, we have treated Commission River Corporation as discontinued operations (see Note 3). All intercompany accounts and transactions have been eliminated in consolidation.

In our opinion, we have made all adjustments, consisting only of normal recurring adjustments, to (a) the unaudited consolidated statements of operations for the three and six months ended December 31, 2011 and 2010, respectively, (b) the unaudited and audited consolidated balance sheets as of December 31, 2011 and June 30, 2011, respectively, and (c) the unaudited consolidated statements of cash flows for the six months ended December 31, 2011 and 2010, respectively, in order to make such financial statements not misleading.

We have prepared the accompanying unaudited consolidated financial statements in accordance with generally accepted accounting principles for interim financial information. Accordingly, they do not include all the information and footnotes required by generally accepted accounting principles for financial statements. For further information, refer to the audited consolidated financial statements and notes thereto for the year ended June 30, 2011, included in our Annual Report on Form 10-K filed with the Securities and Exchange Commission.

The preparation of our consolidated financial statements requires us to make estimates and assumptions that 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.

The results for the three and six months ended December 31, 2011 may not necessarily be indicative of our actual results for the fiscal year ending June 30, 2012. We became a “shell corporation” for SEC regulatory purposes on September 1, 2010 and have no significant continuing operations on which to report financial results for periods beginning on that date and thereafter.

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Consolidated Balance Sheets (USD $)	Dec. 31, 2011	Jun. 30, 2011
CURRENT ASSETS
Cash	$ 10,059	$ 6,284
Other receivables	1,750
Notes receivable, current portion	119,524	126,729
Total current assets	131,333	133,013
NON-CURRENT ASSETS
Notes receivable	282,256	320,688
Total non-current assets	282,256	320,688
TOTAL ASSETS	413,589	453,701
Current liabilities
Accounts payable	74,566	76,253
Accrued liabilities	58,969	15,508
Notes payable	65,900	65,900
Current liabilities of discontinued operations	23,599	23,599
Total current liabilities	223,034	181,260
Stockholders' equity
Preferred stock, $.0001 par value, 400,000 shares authorized, no shares issued and outstanding at December 31, 2011 and June 30, 2011
Common stock $.0001 par value, 100,000,000 shares authorized; 4,154,841 shares issued and outstanding at December 31, 2011 and June 30, 2011	415	415
Additional paid-in capital	17,893,909	17,893,909
Accumulated deficit	(17,703,769)	(17,621,883)
Total stockholders' equity	190,555	272,441
Total liabilities and stockholders' equity	$ 413,589	$ 453,701

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Supplemental Disclosures of Cash Flow Information

6 Months Ended

Dec. 31, 2011

Notes to Financial Statements

Supplemental Disclosures of Cash Flow Information

Supplemental Disclosures of Cash Flow Information and Non-Cash Transactions

During the six months ended December 31, 2011, there were no non-cash transactions.

During the six months ended December 31, 2010, we issued the following unregistered shares of our common stock for the reasons and values identified below.

	Shares		Value
Issued to outside board of directors for accrued director fees		133,334	$	76,000
Issued to management for accrued salaries		212,963	$	121,389
Issued to consultants for accrued consulting fees		51,919	$	29,594

The values we recorded for the settlement of accrued payables and director fees payable were at the “last sale” market price for free-trading shares of our common stock on the date our Board of Directors approved the issuances, which was $0.57 per share. The difference between the market price and the amount of liabilities settled was booked to additional paid in capital, since all parties were affiliates of the Company.

On September 2, 2010, we announced the sale on August 31, 2010, the effective date of the sale, of our operating subsidiary, Commission River. As part of the consideration of the purchase price the parties agreed to the cancelation of 489,984 common shares of BHCC, owned by Mr. Edwards and Mr. Oborn, which was agreed by both parties to have a value of $105,000.

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Description of Business

6 Months Ended

Dec. 31, 2011

Notes to Financial Statements

Description of Business

Note 1 – Description of Business

BayHill Capital Corporation (“we,” “us” or “BHCC”, formerly Cognigen Networks, Inc.), was incorporated in May 1983 in the state of Colorado. Our wholly-owned subsidiary, Commission River Corporation (“Commission River”), was our only active business and we sold that business effective August 31, 2010. Prior to the sale of Commission River we marketed and sold services and products through commission-based marketing agents who used the Internet as a platform to provide customers and subscribers with a variety of telecommunications and technology-based products and services.

Beginning September 1, 2010, following the sale of Commission River, we have been a “shell corporation” under SEC regulations.

On August 8, 2011, we entered into an Agreement and Plan of Merger, or the “Merger Agreement”, by and among the Company, Proteus Energy Corporation, a Delaware corporation (“Proteus”), and PEC Merger Sub, Inc. (“Merger Sub”), a Delaware corporation and a wholly owned subsidiary of the Company, pursuant to which Merger Sub would merge with and into Proteus ( the “Merger”), resulting in Proteus becoming a wholly-owned subsidiary of the Company and resulting in a change of control of the Company and our board of directors (see Note 9 Agreement and Plan of Merger). Proteus was not able to raise the capital required by the Merger Agreement and on December 6, 2011 we gave Proteus notice that we would no longer be under exclusivity to complete the Merger and would continue to look for other merger opportunities.

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Consolidated Balance Sheets (Parenthetical)	Dec. 31, 2011	Jun. 30, 2011
Statement of Financial Position [Abstract]
Preferred stock, authorized	400,000	400,000
Preferred stock, issued
Preferred stock, outstanding
Common stock, authorized	100,000,000	100,000,000
Common stock, issued	4,154,841	4,154,841
Common stock, outstanding	4,154,841	4,154,841

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Document and Entity Information	6 Months Ended
	Dec. 31, 2011	Jan. 18, 2012
Document And Entity Information
Entity Registrant Name	BayHill Capital Corporation
Entity Central Index Key	0000726293
Document Type	10-Q
Document Period End Date	Dec. 31, 2011
Amendment Flag	false
Current Fiscal Year End Date	--06-30
Is Entity a Well-known Seasoned Issuer?	No
Is Entity a Voluntary Filer?	No
Is Entity's Reporting Status Current?	Yes
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		4,154,841
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2012

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Consolidated Statements of Operations (USD $)	3 Months Ended		6 Months Ended
	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2011	Dec. 31, 2010
Operating expenses:
Selling, general and administrative	$ 39,864	$ 74,097	$ 94,129	$ 158,551
Total operating expenses	39,864	74,097	94,129	158,551
Loss from operations	(39,864)	(74,097)	(94,129)	(158,551)
Other income	8,509	10,399	16,112	10,399
Interest expense	(2,321)		(3,869)
Total other income	6,188	10,399	12,243	10,399
Loss from operations before income taxes	(33,676)	(63,698)	(81,886)	(148,152)
Income taxes
Net loss	(33,676)	(63,698)	(81,886)	(148,152)
Loss attributable to common shareholders	$ (33,676)	$ (63,698)	$ (81,886)	$ (148,152)
Loss per common share-basic and diluted:	$ (0.01)	$ (0.02)	$ (0.02)	$ (0.04)
Weighted average number of common shares outstanding: Basic and Diluted	4,154,841	3,254,841	4,154,841	3,404,794

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Stockholders' Equity

6 Months Ended

Dec. 31, 2011

Notes to Financial Statements

Stockholders' Equity

Note 6 - Stockholders' Equity

Preferred Stock

As of December 31, 2011 we had authorized 400,000 shares of Preferred Stock $0.0001 par value. There are currently no shares of Preferred Stock outstanding.

Common Stock

As of December 31, 2011 we had authorized 100,000,000 shares of Common Stock $0.0001 par value. There are currently 4,154,841 shares of Common Stock outstanding.

Stock Options

We did not grant any stock options during the six months ended December 31, 2011. As of December 31, 2011 there were no outstanding options to purchase shares of our common stock.

Warrants

We did not grant any warrants during the six months ended December 31, 2011. As of December 31, 2011 there were no outstanding warrants to purchase shares of our common stock.

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Notes Payable

6 Months Ended

Dec. 31, 2011

Notes to Financial Statements

Notes Payable

Note 5 – Notes Payable

We owed $61,900 to officers and directors for accrued salaries and board of director fees, which amounts were put into notes payable. The notes are unsecured promissory notes that carry an interest rate of 10% for the first 120 days and 15% thereafter and have a maturity date of June 30, 2012. The company has a right to prepay these notes at any time without penalty. We also owe $4,000 to a third party relating to a prior office lease arrangement.

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Agreement and Plan of Merger

6 Months Ended

Dec. 31, 2011

Notes to Financial Statements

Agreement and Plan of Merger

Note 9 – Agreement and Plan of Merger

On August 8, 2011, we entered into the Merger Agreement. The Merger was to be completed upon the Company’s receipt of a minimum of $2,000,000 in funds from the private placement of our common stock, as required by the Merger Agreement. Proteus Energy Corporation was not able to raise the capital required by the Merger Agreement and on December 6, 2011 we gave Proteus Energy Corporation notice that we would no longer be under exclusivity to complete the Merger and we would continue to look for other merger opportunities.

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Commitments and Contingencies

6 Months Ended

Dec. 31, 2011

Notes to Financial Statements

Commitments and Contingencies

Note 7 - Commitments and Contingencies

Operating Leases

We were not obligated to pay any future minimum lease payments under any leases as of December 31, 2011.

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Sale of Commission River Corporation

6 Months Ended

Dec. 31, 2011

Notes to Financial Statements

Sale of Commission River Corporation

Note 8 – Sale of Commission River Corporation

On September 2, 2010, we announced the sale on August 31, 2010, the effective date of the sale, of our operating subsidiary, Commission River. The transaction included the redemption by Commission River, of 800 shares of its common stock held by the Company in exchange for a secured negotiable promissory note in the amount of $490,000, with varying interest rates beginning at 6% and required monthly payments of $10,000, and in addition, Commission River forgave an intercompany receivable in the amount of $274,396. The remaining 200 shares of Commission River common stock was sold to its current management team, Adam Edwards and Patrick Oborn, who were also shareholders of the Company, for $15,000 and the cancelation of 489,984 common shares of BHCC, owned by Mr. Edwards and Mr. Oborn, which was agreed by both parties to have a value of $105,000. This sale concludes the Company’s activity in the telecommunications and affiliate marketing fields and included substantially all of the Company’s assets and operations.

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Consolidated Statements of Cash Flows (USD $)	6 Months Ended
	Dec. 31, 2011	Dec. 31, 2010
Cash flows from operating activities
Net loss	$ (81,886)	$ (148,152)
Other receivables	(1,750)
Accounts payable	(1,688)	57,971
Accrued liabilities	43,461	48,020
Net cash used in operating activities	(41,863)	(43,769)
Cash flows from investing activities
Proceeds from sale of Commission River		15,000
Payment on notes receivable from Commission River	45,638	30,629
Net cash flows provided by investing activities	45,638	45,629
Net increase in cash	3,775	1,860
Cash - beginning of period	6,284	55
Cash - end of period	$ 10,059	$ 1,915

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Management's Plan

6 Months Ended

Dec. 31, 2011

Notes to Financial Statements

Management's Plan

Note 4 – Management’s Plan

Starting September 1, 2010 we became a “shell corporation” for SEC regulatory purposes. On August 8, 2011, we entered into a Merger Agreement which would result in Proteus becoming a wholly-owned subsidiary of the Company and resulting in a change of control of the Company and our board of directors (see Note 9 Agreement and Plan of Merger). Proteus was not able to raise the capital required by the Merger Agreement and on December 6, 2011 we gave notice that we would no longer be under exclusivity to complete the merger and would continue to look for other merger opportunities.

Cash flows generated from operations and cash received from payment to the Company of principal on notes receivable were sufficient to meet our working capital requirements for the six months ended December 31, 2011, but will not likely be sufficient to meet our working capital requirements for the foreseeable future or provide for expansion opportunities. We incurred $81,886 in net losses and used $41,863 in cash for operating activities for the six months ended December 31, 2011. Net cash flows generated from payments on notes receivable for the six months ended December 31, 2011 were $45,638. These conditions raise substantial doubt about our ability to continue as a going concern.