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10-Q 1 f20170930bioethics10qv2bvedg.htm Converted by EDGARwiz

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Form 10-Q

(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, 2017

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 5(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from ______________________________ to ______________________________

Commission File Number 33-55254-41

BIOETHICS, LTD.
(Exact name of registrant as specified in charter)

NEVADA	87-0485312
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

1661 Lakeview Circle, Ogden, Utah	84403
(Address of principal executive offices)	(Zip Code)

(801) 399-3632
(Issuer’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 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 has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [X] No [ ]

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

Large accelerated filer

[ ]

Accelerated filer

[ ]

Non-accelerated filer

[ ]

Smaller reporting company

[X]

Emerging growth company

[ ]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]

Indicate by check mark whether the issuer is a shell company (as defined in rule 12b-2 of the Exchange Act). Yes [X] No [ ]

As of October 30, 2017, the issuer had outstanding 116,000,000 shares of common stock, par value $0.001.

BIOETHICS, LTD.

FORM 10-Q

FOR THE QUARTER ENDED SEPTEMBER 30, 2017

INDEX

PART I Financial Information

Item 1.

Financial Statements (Unaudited)

Item 2. Management’s Discussion and Analysis of Financial Condition

and Results of Operations

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Item 4. Controls and Procedures

PART II Other Information

Item 1. Legal Proceedings

Item 1A. Risk Factors

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

Item 3. Defaults Upon Senior Securities

Item 4. Mine Safety Disclosures

Item 5. Other Information

Item 6. Exhibits

SIGNATURES

PART I – FINANCIAL INFORMATION

BIOETHICS, LTD.

CONTENTS

PAGE

Unaudited Balance Sheets,

September 30, 2017 and December 31, 2016

Unaudited Statements of Operations,

For the three and nine months ended September 30, 2017 and 2016

Unaudited Statements of Cash Flows,

For the nine months ended September 30, 2017 and 2016

Notes to Unaudited Financial Statements for the three and nine months

ended September 30, 2017 and 2016

BIOETHICS, LTD.
Balance Sheets
(Unaudited)

ASSETS

			September 30,	December 31,
			2017	2016

CURRENT ASSETS
	Cash and cash equivalents		$ 26,675	$ 65,900
	Prepaid expenses		5,000	-

		Total Current Assets	31,675	65,900

FIXED ASSETS, NET			1,155	1,369

		TOTAL ASSETS	$ 32,830	$ 67,269

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES
	Accounts payable		$ 7,280	$ 6,191
	Accounts payable - related party		500	-
	Accrued interest - related party		7,500	5,250
	Accrued interest		25,464	15,890
	Notes payable		35,000	35,000
	Notes payable - related party		25,000	25,000
	Convertible notes payable		100,000	100,000

		Total Current Liabilities	200,744	187,331

		TOTAL LIABILITIES	200,744	187,331

STOCKHOLDERS' EQUITY (DEFICIT)
	Preferred stock, $0.01 par value; 25,000,000 shares
	authorized, -0- shares issued and outstanding		-	-
	Common stock, $0.001 par value; 150,000,000 shares
	authorized, 116,000,000 shares issued and outstanding		116,000	116,000
	Additional paid-in capital		385,414	385,414
	Accumulated deficit		(669,328)	(621,476)

		Total Stockholders' Equity (Deficit)	(167,914)	(120,062)

		TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$ 32,830	$ 67,269

The accompanying notes are an integral part of these unaudited financial statements.

BIOETHICS, LTD.
Statements of Operations
(Unaudited)

			For the Three Months Ended		For the Nine Months Ended
			September 30,		September 30,
			2017	2016	2017	2016

NET REVENUES			$ -	$ -	$ -	$ -

OPERATING EXPENSES

	General and administrative		13,172	18,898	36,028	42,185

		Total Operating Expenses	13,172	18,898	36,028	42,185

LOSS FROM OPERATIONS			(13,172)	(18,898)	(36,028)	(42,185)

OTHER INCOME (EXPENSES)

	Interest income		-	1,383	-	4,484
	Interest expense (including amortization of debt discount
	of $-0-, $8,334, $-0- and $58,334, respectively)		(3,977)	(12,310)	(11,824)	(68,892)

		Total Other Income (Expenses)	(3,977)	(10,927)	(11,824)	(64,408)

NET LOSS BEFORE INCOME TAXES			(17,149)	(29,825)	(47,852)	(106,593)

PROVISION FOR INCOME TAXES			-	-	-	-

NET LOSS			$ (17,149)	$ (29,825)	$ (47,852)	$ (106,593)

BASIC AND DILUTED LOSS PER SHARE			$ (0.00)	$ (0.00)	$ (0.00)	$ (0.00)

WEIGHTED AVERAGE NUMBER OF
SHARES OUTSTANDING			116,000,000	116,000,000	116,000,000	116,000,000

The accompanying notes are an integral part of these unaudited financial statements.

BIOETHICS, LTD.
Statements of Cash Flows
(Unaudited)

			For the Nine Months Ended
			September 30,
			2017	2016
CASH FLOWS FROM OPERATING ACTIVITIES

Net loss			$ (47,852)	$ (106,593)
Adjustments to reconcile net loss to net cash
used by operating activities:
		Amortization of debt discount	-	58,334
		Depreciation	214	-
Changes in operating assets and liabilities:
		Prepaid expenses	(5,000)	(1,875)
		Accounts payable	1,089	(158)
		Accounts payable - related party	500	-
		Accrued interest - related party	2,250	2,250
		Accrued interest	9,574	8,308

		Net Cash Used by Operating Activities	(39,225)	(39,734)

CASH FLOWS FROM INVESTING ACTIVITIES

		Procceds from payments on notes receivable	-	50,000

		Net Cash Provided by Investing Activities	-	50,000

CASH FLOWS FROM FINANCING ACTIVITIES

		Proceeds from notes payable	-	35,000

		Net Cash Provided by Financing Activities	-	35,000

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS			(39,225)	45,266

CASH AND CASH EQUIVALENTS AT
BEGINNING OF PERIOD			65,900	24,653

CASH AND CASH EQUIVALENTS AT
END OF PERIOD			$ 26,675	$ 69,919

SUPPLEMENTAL DISCLOSURES:

	Cash paid for interest		$ -	$ -
	Cash paid for income taxes		$ -	$ -
The accompanying notes are an integral part of these unaudited financial statements.

BIOETHICS, LTD.

NOTES TO UNAUDITED FINANCIAL STATEMENTS

THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2017 and 2016

NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization - Bioethics, Ltd. (“the Company”) was organized under the laws of the State of Nevada on July 26, 1990. The Company was organized to provide a vehicle for participating in potentially profitable business ventures which may become available through the personal contacts, 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.

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 for the nine months ended September 30, 2017 and 2016 have been made.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s December 31, 2016 audited financial statements. The results of operations for the periods ended September 30, 2017 and 2016 are not necessarily indicative of the operating results for the full year.

NOTE 2 - PREPAID EXPENSES

In January 2017, the Company paid $6,000 in professional service fees to be rendered through August 2017, resulting in an expense of $6,000 during the nine months ended September 30, 2017 and a prepaid expense balance of $-0- at September 30, 2017.

In July 2017, the Company paid $6,000 in professional service fees to be rendered through February 2018, resulting in an expense of $1,000 during the nine months ended September 30, 2017 and a prepaid expense balance of $5,000 at September 30, 2017.

NOTE 3 RELATED PARTY TRANSACTIONS

Management Compensation - During the nine months ended September 30, 2017 and 2016, the Company did not pay any compensation to its officers and directors.

Office Space – Beginning August 2017, the Company entered into an oral agreement to pay the Company’s sole director $500 per month as payment for use of his personal residence as the Company’s office and mailing address. The Company has recorded rent expense of $1,000 during the three and nine months ended September 30, 2017 which is included in the general and administrative expenses on the statements of operations, of which $500 remains payable at September 30, 2017.

Notes Payable - In December 2014, the Company borrowed $25,000 from the majority shareholder pursuant to an unsecured promissory note, which is due on demand and accrues interest at 12% per annum, or $750 per quarter. The note has accrued $8,250 in interest since its inception, of which $7,500 remains payable at September 30, 2017.

NOTE 4 – NOTE RECEIVABLE

On November 16, 2015, the Company paid $50,000 for a secured promissory note. The note bore interest at 10% per annum and was due on or before May 16, 2016. Any amount of principal and interest on the note that was not paid when due was subject to default interest at the rate of 18% per annum until paid in full. The note was secured by 500,000 shares of the borrower’s common stock, and earned $3,101 in interest income during the six months ended June 30, 2016. On August 5, 2016, the Company received payment in full of $54,484 which consisted of $50,000 principal and $4,484 in accrued interest income.

NOTE 5 - NOTE PAYABLE

On June 14, 2016, the Company issued a promissory note in the principal amount of $35,000 to an unaffiliated lender. The Note is due on demand at any time after its original maturity date of June 14, 2017, and carries an interest rate of 8% per annum. Interest expense for the nine months ended September 30, 2017 totaled $2,094, resulting in accrued interest at September 30, 2017 of $3,628.

NOTE 6 - CONVERTIBLE NOTE PAYABLE

On July 25, 2015, the Company issued a promissory note in the principal amount of $100,000 to an unaffiliated lender. The Note is due on demand at any time after its original maturity date of July 31, 2016, and carries an interest rate of 10% per annum. The Note is convertible upon the election of the lender into fully paid and non-assessable shares of common stock of the Company at a conversion rate of $0.25 per share. The Company recognized a beneficial conversion feature and recorded a debt discount in the amount of $100,000, which was amortized over the life of the promissory note. During the six months ended June 30, 2016, the Company recorded $50,000 as amortization of debt discount on the statements of operations, resulting in an unamortized debt discount of $-0- and net convertible note balance of $100,000 at September 30, 2017 and December 31, 2016. Interest expense for the nine months ended September 30, 2017 totaled $7,480, resulting in accrued interest at September 30, 2017 and December 31, 2016 of $21,836 and $14,356, respectively.

NOTE 7 - GOING CONCERN

The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern. However, the Company has incurred losses since its inception totaling $669,328 and has no on-going operations. These factors raise substantial doubt about the ability of the Company to continue as a going concern. In this regard, management is proposing to raise any necessary additional funds not provided by operations through loans, additional sales of its common stock, or through a possible business combination. There is no assurance that the Company will be successful in raising this additional capital or in achieving profitable operations. The financial statements do not include any adjustments that might result from the outcome of these uncertainties.

NOTE 8 - LOSS PER SHARE

The following data show the amounts used in computing loss per share:

	For the	For the
	Nine Months	Nine Months
	Ended	Ended
	September 30,	September 30,
	2017	2016

Loss from continuing operations
applicable to common
stockholders (numerator)	$ (47,852)	$ (106,593)

Weighted average number of
common shares outstanding
used in loss per share calculation
during the period (denominator)	116,000,000	116,000,000

Dilutive loss per share was not presented, as the Company had no common share equivalents for all periods presented that would affect the computation of diluted loss per share. In addition, the Company has experienced continuing losses, so inclusion of any common share equivalents would result in an anti-dilutive effect.

NOTE 9 – SUBSEQUENT EVENTS

The Company has evaluated subsequent events from the balance sheet date through the date the financial statements were issued and determined there are no additional events to disclose.

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

You should read the following discussion in conjunction with our financial statements, which are included elsewhere in this report. The following information contains forward-looking statements. (See “Forward-Looking Statements” below and “Risk Factors.”)

FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. These statements reflect the Company’s views with respect to future events based upon information available to it at this time. These forward-looking statements are subject to certain uncertainties and other factors that could cause actual results to differ materially from these statements. These uncertainties and other factors include, but are not limited to the risk factors described herein under the caption “Risk Factors.” The words “anticipates,” “believes,” “estimates,” “expects,” “plans,” “projects,” “targets,” and similar expressions identify forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date the statement was made. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, changes in assumptions, future events or otherwise.

General

The Company is a shell company that conducts no active business operations and is seeking business opportunities for acquisition or participation by the Company.

The Report of Independent Registered Public Accounting Firm on the Company’s 2016 audited financial statements addresses an uncertainty about the Company’s ability to continue as a going concern, indicating that the Company has incurred losses since its inception and has no on-going operations. The report further indicates that these factors raise substantial doubt about the Company’s ability to continue as a going concern. At September 30, 2017, the Company had a working capital deficit of $169,069 and an accumulated deficit since inception of $669,328. The Company incurred net losses of $47,852 and $106,593 for the nine months ended September 30, 2017 and 2016, respectively. The Company has not entered into any agreements or arrangements for the provision of additional debt or equity financing and there can be no assurance that it will be able to obtain the additional debt or equity capital required to continue its operations.

The Three and Nine Months ended September 30, 2017 compared to September 30, 2016

The Company did not conduct any operations during the three and nine month periods ended September 30, 2017 or 2016. At September 30, 2017, the Company had cash in the amount of $26,675, compared to cash at December 31, 2016 in the amount of $65,900. At September 30, 2017, the Company had total current assets of $31,675, compared to $65,900 at December 31, 2016. At September 30, 2017, the Company had total current liabilities of $200,744, compared to $187,331 at December 31, 2016. The Company had a working capital deficit of $169,069 at September 30, 2017 compared to a working capital deficit of $121,431 at December 31, 2016.

The Company did not generate revenues during the three and nine month periods ending September 30, 2017 or 2016. The Company incurred general and administrative expenses of $13,172 during the three months ended September 30, 2017, compared to $18,898 during the three months ended September 30, 2016. During the nine months ended September 30, 2017, the company incurred general and administrative expenses of $36,028 compared to $42,185 during the nine months ended September 30, 2016. Such expenses consist primarily of legal and accounting fees as well as taxes and annual fees required to maintain the Company’s corporate status.

The Company incurred other income and (expenses) of ($3,977) during the three months ended September 30, 2017 compared to ($10,927) during the three months ended September 30, 2016. During the nine months ended September 30, 2017, the company incurred other income and (expenses) of ($11,824) compared to ($64,408) during the nine months ended September 30, 2016. Total other income and expenses consist of interest expense/income related to the notes payable/receivable due from/to the Company. During the nine months ended September 30, 2016, interest expense of $68,892 (including the amortization of debt discount of $58,334) was netted with interest income of $4,484, whereas other income (expense) for the nine months ended September 30, 2017 consisted solely of interest expense.

The Company incurred a net loss of $17,149 during the three months ended September 30, 2017, compared to a net loss of $29,825 during the three months ended September 30, 2016. During the nine months ended September 30, 2017, the company incurred a net loss of $47,852 compared to $106,593 during the nine months ended September 30, 2016. The decrease in net loss in 2017 as compared to 2016 is mainly the result of the amortization of debt discount in the amount of $58,334 related to the convertible promissory note which was recorded during the nine months ended September 30, 2016.

The Company has never had substantial ongoing operations. As a result, since its inception on July 26, 1990, the Company had an accumulated deficit of $669,328 as of September 30, 2017.

Liquidity and Capital Resources

Net cash used by operating activities was $39,225 and $39,734 during the nine months ended September 30, 2017 and 2016, respectively.

Net cash provided by investing activities was $-0- and $50,000 during the nine months ended September 30, 2017 and 2016, respectively.

Net cash provided by financing activities was $-0- and $35,000 during the nine months ended September 30, 2017 and 2016, respectively.

Since the Company does not generate any revenues from operations, it is dependent on sales of securities, loans, or contributions from its stockholders in order to pay its operating costs. In addition, in the event the Company locates a suitable candidate for potential acquisition, the Company will require additional funds to pay the costs of negotiating and completing the acquisition of such candidate. The Company has not entered into any agreement or arrangement for the provision of any additional funding and no assurances can be given that such funding will be available to the Company on terms acceptable to it or at all.

The Company cannot presently foresee the cash requirements of any business opportunity which may ultimately be acquired by the Company. However, since it is likely that any business it acquires will be involved in active business operations, the Company anticipates that an acquisition will result in increased cash requirements as well as increases in the number of employees of the Company.

Off-Balance Sheet Arrangements

The Company has not entered into any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on its financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources that are material to investors.

Critical Accounting Policies

Due to the lack of current operations and limited business activities, the Company does not have any accounting policies that it believes are critical to facilitate an investor’s understanding of the Company’s financial and operating status.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Not Applicable. The Company is a “smaller reporting company.”

Item 4. Controls and Procedures.

Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our Chief Executive Officer/Chief Financial Officer, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (“the Exchange Act”) as of September 30, 2017, the end of the period covered by this report. Based upon that evaluation, our Chief Executive Officer/Chief Financial Officer, who is our sole officer and director, concluded that our disclosure controls and procedures as of September 30, 2017 were not effective such that the information required to be disclosed by us in reports filed under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to our management, including our Chief Executive Officer/Chief Financial Officer, as appropriate to allow timely decisions regarding disclosure. A controls system cannot provide absolute assurance, however, that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.

Changes in Internal Control over Financial Reporting

There was no change in our internal control over financial reporting during the quarter ended September 30, 2017 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

In connection with an evaluation of the effectiveness of the Company’s internal control over financial reporting as of September 30, 2017, using the COSO framework (1992), our management, with the participation of our Chief Executive Officer/Chief Financial Officer identified a weakness in the Company’s internal control, which arises from the fact that the Company’s principal executive and principal financial officers are the same person, which does not allow for segregation of duties. Our management believes the materiality of this weakness is mitigated by the Company’s status as a shell company with no significant assets or liabilities, no business operations and a limited number of transactions each year, and that the weakness does not have a material effect on the accuracy and completeness of our financial reporting and disclosure as included in this report.

Part II---OTHER INFORMATION

Item 1. Legal Proceedings.

The Company is not a party to any material pending legal proceedings and, to the best of its knowledge; its properties are not the subject of any such proceedings.

Item 1A. Risk Factors.

See the risk factors described in Item 1A of the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2016.

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

None.

Item 3. Defaults Upon Senior Securities.

Not Applicable.

Item 4. Mine Safety Disclosures.

Not Applicable.

Item 5. Other Information.

None.

Item 6.

Exhibits

The following documents are included as exhibits to this report:

(a)

Exhibits

Exhibit Number	SEC Reference Number	Title of Document	Location

31.1	31	Section 302 Certification of Chief Executive and Chief Financial Officer	This Filing
32.1	32	Section 1350 Certification of Chief Executive and Chief Financial Officer	This Filing
101.INS**		XBRL Instance Document	This Filing
101.SCH**		XBRL Taxonomy Extension Schema	This Filing
101.CAL**		XBRL Taxonomy Extension Calculation Linkbase	This Filing
101.DEF**		XBRL Taxonomy Extension Definition Linkbase	This Filing
101.LAB**		XBRL Taxonomy Extension Label Linkbase	This Filing
101.PRE**		XBRL Taxonomy Extension Presentation Linkbase	This Filing

**XBRL information is furnished and not filed for purposes of Sections 11 and 12 of the Securities Act of 1933 and Section 18 of the Securities Exchange Act of 1934, and is not subject to liability under those sections, is not part of any registration statement or prospectus to which it relates and is not incorporated or deemed to be incorporated by reference into any registration statement, prospectus or other document.

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.

	Bioethics, Ltd.


Date: November 13, 2017	By /s/ Mark A. Scharmann
	Mark A. Scharmann
	President, Chief Executive Officer and
	Chief Financial Officer
	(Principal Executive and Financial Officer)