-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KMjpmL6DZUAbrzb/LmSzfvxsTCg1NalYwzEvKY5tlMDIs96mcqdZv0sRkN/igrZL zMSd0pQmhSb5357ek4C8rQ== 0000944543-99-000016.txt : 19990512 0000944543-99-000016.hdr.sgml : 19990512 ACCESSION NUMBER: 0000944543-99-000016 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990331 FILED AS OF DATE: 19990511 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BIOETHICS LTD CENTRAL INDEX KEY: 0000894560 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 870485312 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB SEC ACT: SEC FILE NUMBER: 033-55254-41 FILM NUMBER: 99616612 BUSINESS ADDRESS: STREET 1: 8092 SOUTH JUNIPER COURT CITY: SOUTH WEBER STATE: UT ZIP: 84405 BUSINESS PHONE: 8014768110 MAIL ADDRESS: STREET 1: 8092 SOUTH JUNIPER COURT CITY: SOUTH WEBER STATE: UT ZIP: 84405 10QSB 1 FORM 10-QSB U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ______________________ Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarterly Period Ended March 31, 1999 Commission File Number 33-55254-41 BIOETHICS, LTD. (Exact name of registrant as specified in its charter) Nevada 87-0485312 (State or other jurisdiction of (IRS Employer Identification No.) incorporation or organization) 8092 South Juniper Court, South Weber, Utah 84405 (Address of principal executive offices) (Zip Code) (801) 476-8110 (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. X Yes No State the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Class Outstanding as of May 6, 1999 Common Stock 11,000,000 PART I - FINANCIAL INFORMATION Item 1. Financial Statements. BIOETHICS, LTD. [A Development Stage Company] UNAUDITED CONDENSED BALANCE SHEETS ASSETS March 31, December 31, 1999 1998 ___________ ___________ CURRENT ASSETS: Cash in bank $ 34,598 $ 35,564 ___________ ___________ $ 34,598 $ 35,564 ___________ ___________ LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $ 2,225 $ 899 ___________ ___________ Total Current Liabilities 2,225 899 ___________ ___________ STOCKHOLDERS' EQUITY: Common stock, $.001 par value, 25,000,000 shares authorized, 11,000,000 shares issued and outstanding 11,000 11,000 Capital in excess of par value 30,000 30,000 Deficit accumulated during the development stage (8,627) (6,335) ___________ ___________ Total Stockholders' Equity 32,373 34,665 ___________ ___________ $ 34,598 $ 35,564 ___________ ___________ NOTE: The balance sheet at December 31, 1998 was taken from the audited financial statements at that date and condensed. The accompanying notes are an integral part of these unaudited condensed financial statements. -2- BIOETHICS, LTD. [A Development Stage Company] UNAUDITED CONDENSED STATEMENTS OF OPERATIONS For the Three From Inception Months Ended on July 26, March 31, 1990 Through ____________________ March 31, 1999 1998 1999 __________ __________ ______________ REVENUE $ - $ - $ - __________ __________ ______________ EXPENSES General and administrative 2,292 - 8,627 __________ __________ ______________ LOSS BEFORE INCOME TAXES (2,292) - (8,627) CURRENT TAX EXPENSE - - - DEFERRED TAX EXPENSE - - - __________ __________ ______________ NET LOSS $(2,292) $ - $ (8,627) __________ __________ ______________ LOSS PER COMMON SHARE $ (.00) $ (.00) $ (.00) __________ __________ ______________ The accompanying notes are an integral part of these unaudited condensed financial statements. -3- BIOETHICS, LTD. [A Development Stage Company] UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS For the Three From Inception Months Ended on July 26, March 31, 1990 Through ____________________ March 31, 1999 1998 1999 __________ __________ ______________ Cash Flows from Operating Activities: Net loss $(2,292) $ - $ (8,627) Adjustments to reconcile net loss to net cash used by operating activities: Depreciation and amortization - - - Changes in assets and liabilities: Accounts payable 1,326 - 2,225 __________ __________ ______________ Net Cash (used) by Operating Activities (966) - (6,402) __________ __________ ______________ Cash Flows from Investing Activities: Payment of organization costs - - - __________ __________ ______________ Net Cash provided by Investing Activities - - - __________ __________ ______________ Cash Flows from Financing Activities: Proceeds from common stock issuance - - 41,000 __________ __________ ______________ Net Cash provided by Financing Activities - - 41,000 __________ __________ ______________ Net Increase (Decrease) in Cash (966) - 34,598 Cash at Beginning of Period 35,564 - - __________ __________ ______________ Cash at End of Period $34,598 $ - $ 34,598 __________ __________ ______________ Supplemental Disclosures of Cash Flow information: Cash paid during the period for: Interest $ - $ - $ - Income taxes $ - $ - $ - Supplemental Schedule of Noncash Investing and Financing Activities: For the period ended March 31, 1999: None For the period ended March 31, 1998: None The accompanying notes are an integral part of these unaudited condensed financial statements. -4- BIOETHICS, LTD. [A Development Stage Company] NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Organization - The Company was organized under the laws of the State of Nevada on July 26, 1990. The Company has not yet generated significant revenues from its planned principal operations and is considered a development stage company as defined in SFAS No. 7. The Company was organized to provide a vehicle for participating in potentially profitable business ventures which may become available through the personal contacts of, and at the complete discretion of, the Company's officers and directors. The Company has, at the present time, not paid any dividends and any dividends that may be paid in the future will depend upon the financial requirements of the Company and other relevant factors. Condensed Financial Statements - The accompanying financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows at March 31, 1999 and for all the periods presented have been made. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company's December 31, 1998 audited financial statements. The results of operations for the periods ended March 31, 1999 and 1998 are not necessarily indicative of the operating results for the full year. Accounting Estimates - The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that effect the reported amounts of assets and liabilities, the disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimated by management. NOTE 2 - COMMON STOCK During July 1990, in connection with its organization, the Company issued 1,000,000 shares of its previously authorized, but unissued common stock. Total proceeds from the sale of stock amounted to $1,000 (or $.001 per share). During May 1998, the Company issued 10,000,000 shares of its previously authorized, but unissued common stock. Total proceeds from the sale of stock amounted to $40,000 (or $.004 per share). The issuance of common stock resulted in a change in control of the Company [See Note 5]. NOTE 3 - INCOME TAXES The Company accounts for income taxes in accordance with Statement of Financial Accounting Standards No. 109 "Accounting for Income Taxes". FASB 109 requires the Company to provide a net deferred tax asset/liability equal to the expected future tax benefit/expense of temporary reporting differences between book and tax accounting methods and any available operating loss or tax credit carryforwards. At March 31, 1999, there were no material deferred tax assets or liabilities, current or deferred tax expense, or net operating loss carryforwards. -5- BIOETHICS, LTD. [A Development Stage Company] NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS NOTE 4 - RELATED PARTY TRANSACTIONS Management Compensation - The Company has not paid any compensation to its officers and directors. Office Space - The Company has not had a need to rent office space. An officer/shareholder of the Company is allowing the Company to use his home as a mailing address, as needed, at no expense to the Company. NOTE 5 - CHANGES IN CONTROL During May 1998, the Company raised $40,000 through the sale of 10,000,000 shares of common stock. The shares sold represent approximately ninety-one percent (91%) of the outstanding shares of common stock of the Company resulting in a change in control of the Company. The proceeds from the stock sale will be used to pay for legal and accounting fees and for management to search for possible business opportunities. The former officers and directors of the Company resigned and an individual holding approximately 23% of the outstanding common stock was appointed as the sole member of the Board of Directors of the Company and as the new President, Chief Executive Officer, Chief Financial Officer, and Secretary/Treasurer of the Company. NOTE 6 - EARNINGS (LOSS) PER SHARE The following data show the amounts used in computing income (loss) per share and the effect on income and the weighted average number of shares of dilutive potential common stock for the three months ended March 31, 1999 and 1998 and from inception on July 26, 1990 through March 31, 1999: For the Three From Inception Months Ended on July 26, March 31, 1990 Through ________________________ March 31, 1999 1998 1999 ____________ __________ ______________ Income (loss) from continuing operations applicable to common stock $ (2,292) $ - $ (8,627) ____________ __________ _____________ Weighted average number of common shares outstanding used in earnings per share during the period 11,000,000 1,000,000 2,053,628 ____________ __________ _____________ Dilutive earnings per share was not presented, as the Company had no common equivalent shares for all periods presented that would effect the computation of diluted earnings (loss) per share. -6- Item 2. Management's Discussion and Analysis or Plan of Operation. The following discussion and analysis provides information which management believes is relevant to an assessment and understanding of the Company's consolidated results of operations and financial condition. The discussion should be read in conjunction with the consolidated financial statements and notes thereto. Plan of Operation The Company has no business operations, and very limited assets or capital resources. The Company's business plan is to seek one or more potential business ventures that, in the opinion of management, may warrant involvement by the Company. The Company recognizes that because of its limited financial, managerial and other resources, the type of suitable potential business ventures which may be available to it will be extremely limited. The Company's principal business objective will be to seek long-term growth potential in the business venture in which it participates rather than to seek immediate, short-term earnings. In seeking to attain the Company's business objective, it will not restrict its search to any particular business or industry, but may participate in business ventures of essentially any kind or nature. It is emphasized that the business objectives discussed are extremely general and are not intended to be restrictive upon the discretion of management. The Company will not restrict its search for any specific kind of firms, but may participate in a venture in its preliminary or development stage, may participate in a business that is already in operation or in a business in various stages of its corporate existence. It is impossible to predict at this stage the status of any venture in which the Company may participate, in that the venture may need additional capital, may merely desire to have its shares publicly traded, or may seek other perceived advantages which the Company may offer. In some instances, the business endeavors may involve the acquisition of or merger with a corporation which does not need substantial additional cash but which desires to establish a public trading market for its common stock. The Company does not have sufficient funding to meet its anticipated cash needs. The current sole officer and director has expressed his intent to borrow funds to the extent possible, to fund the costs of operating the Company until a suitable business venture can be completed. Management does not anticipate raising funds during the next twelve months through the sale of securities. There is no assurance that the Company will be able to successfully identify and/or negotiate a suitable potential business venture or raise additional funding. The Company has experienced net losses during the development stage (July 3, 1990 to present) and has had no significant revenues during such period. During the past two fiscal years the Company has had no business operations. In light of these circumstances, the ability of the Company to continue as a going concern is significantly in doubt. The attached financial statements do not include any adjustments that might result from the outcome of this uncertainty. Forward-Looking Statements When used in this Form 10-Q or other filings by the Company with the Securities and Exchange Commission, in the Company's press releases or other public or shareholder communications, or in oral statements made with the approval of an authorized officer of the Company's executive officers, the words or phrases "would be", "will allow", "intends to", "will likely result", "are expected to", "will continue", "is anticipated", "estimate", "project", or similar expressions are intended to identify "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. The Company cautions readers not to place undue reliance on any forward- looking statements, which speak only as of the date made, and advises readers that forward-looking statements involve various risks and uncertainties. The Company does not undertake, and specifically disclaims any obligation to update any forward-looking statements to reflect occurrences or unanticipated events or circumstances after the date of such statement. 7 PART II - OTHER INFORMATION Item 1. Legal Proceedings. None. Item 2. Changes in Securities and Use of Proceeds. None. Item 3. Defaults Upon Senior Securities. None. Item 4. Submission of Matters to Vote of Securityholders. None. Item 5. Other Information. None. Item 6. Exhibits and Reports on Form 8-K. (a) INDEX TO EXHIBITS EXHIBIT DESCRIPTION OF EXHIBIT NO. 3(i).1 Articles of Incorporation of the Company (Incorporated by reference to Exhibit 3(i).1 of the Company's Form 10-Q, dated June 30, 1998). 3(ii).1 Bylaws of the Company (Incorporated by reference to Exhibit 3(ii).1 of the Company's Form 10-Q, dated June 30, 1998). 27 Financial Data Schedule (b) Reports on Form 8-K: None. 8 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. BIOETHICS, LTD. Date: May 10, 1999 By /s/ Mark J. Cowan Mark J. Cowan President, Chief Executive Officer, Chief Financial Officer and Director EXHIBIT 27.1 (Financial Data Schedule) EX-27 2
5 This schedule contains summary financial information extracted from financial statements for the three month period ended March 31, 1999, and is qualified in its entirety by reference to such financial statements. 3-MOS DEC-31-1999 MAR-31-1999 34,598 0 0 0 0 34,598 0 0 34,598 2,225 0 0 0 11,000 21,373 34,598 0 0 0 0 2,292 0 0 (2,292) 0 (2,292) 0 0 0 (2,292) 0 0
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