Company Quick10K Filing
Quick10K
Bioethics
10-Q 2019-06-30 Quarter: 2019-06-30
10-Q 2019-03-31 Quarter: 2019-03-31
10-K 2018-12-31 Annual: 2018-12-31
10-Q 2018-09-30 Quarter: 2018-09-30
10-Q 2018-06-30 Quarter: 2018-06-30
10-Q 2018-03-31 Quarter: 2018-03-31
10-K 2017-12-31 Annual: 2017-12-31
10-Q 2017-09-30 Quarter: 2017-09-30
10-Q 2017-06-30 Quarter: 2017-06-30
10-Q 2017-03-31 Quarter: 2017-03-31
10-K 2016-12-31 Annual: 2016-12-31
10-Q 2016-09-30 Quarter: 2016-09-30
10-Q 2016-06-30 Quarter: 2016-06-30
10-Q 2016-03-31 Quarter: 2016-03-31
10-K 2015-12-31 Annual: 2015-12-31
10-Q 2015-09-30 Quarter: 2015-09-30
10-Q 2015-06-30 Quarter: 2015-06-30
10-Q 2015-03-31 Quarter: 2015-03-31
10-K 2014-12-31 Annual: 2014-12-31
10-Q 2014-09-30 Quarter: 2014-09-30
10-Q 2014-06-30 Quarter: 2014-06-30
10-Q 2014-03-31 Quarter: 2014-03-31
10-K 2013-12-31 Annual: 2013-12-31
8-K 2018-03-08 Control, Officers
8-K 2018-02-22 Officers
LHO Lasalle Hotel Properties 3,861
TEP Tucson Electric Power 1,446
USCI United States Commodity Index Funds Trust 375
CORI Corium 295
SLTK Solis Tek 32
AFOM All For One Media 1
APTY APT Systems 0
ABFF Ceres Abingdon 0
EVIO EVIO 0
NTRR Neutra 0
BIOE 2019-06-30
Part I Financial Information
Item 1.Financial Statements (Unaudited)3
Item 2. Management's Discussion and Analysis of Financial Condition
Item 3. Quantitative and Qualitative Disclosures About Market Risk10
Item 4. Controls and Procedures10
Part II Other Information
Item 1. Legal Proceedings 11
Item 1A. Risk Factors11
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds11
Item 3. Defaults Upon Senior Securities11
Item 4. Mine Safety Disclosures11
Item 5. Other Information 11
Item 6. Exhibits12
Part I - Financial Information
Note 1 - Summary of Significant Accounting Policies
Note 2 - Related Party Transactions
Note 3 - Equity Transactions
Note 4 - Notes Payable
Note 5 - Going Concern
Note 6 - Loss per Share
Note 7 - Subsequent Events
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
EX-31 f311.htm
EX-32 f321.htm

Bioethics Earnings 2019-06-30

BIOE 10Q Quarterly Report

Balance SheetIncome StatementCash Flow

10-Q 1 f20190630bioethicsvedgar1.htm

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 June 30, 2019

 

[  ] 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 every Interactive Data File required to be submitted 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 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 [  ]

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock

N/A

N/A

 

As of August 9, 2019, the issuer had outstanding 11,000,000 shares of common stock, par value $0.001. 



BIOETHICS, LTD.

 

FORM 10-Q

 

FOR THE QUARTER ENDED JUNE 30, 2019

 

 

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 Risk10 

 

Item 4.  Controls and Procedures10 

 

PART II Other Information

 

Item 1.  Legal Proceedings                11 

 

Item 1A.  Risk Factors11 

 

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds11 

 

Item 3.  Defaults Upon Senior Securities11 

 

Item 4.  Mine Safety Disclosures11 

 

Item 5.  Other Information                11 

 

Item 6.  Exhibits12 

 

SIGNATURES12 


2


PART I – FINANCIAL INFORMATION

 

 

BIOETHICS, LTD.

 

CONTENTS

 

PAGE 

 

 

Unaudited Balance Sheets,  

As of June 30, 2019 and December 31, 20184 

 

 

Unaudited Statements of Operations,  

For the three and six months ended June 30, 2019 and 20185 

 

 

Unaudited Statements of Stockholders Equity (Deficit),  

For the six months ended June 30, 2019 and 2018                         6 

 

 

Unaudited Statements of Cash Flows,  

For the six months ended June 30, 2019 and 2018                         7 

 

 

Notes to Unaudited Financial Statements for the six months 

ended June 30, 2019 and 20188 


3


BIOETHICS, LTD.

Balance Sheets

(Unaudited)

 

 

 

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

June 30,

 

December 31,

 

 

 

 

 

 

 

2019

 

2018

 

 

 

 

 

 

 

 

 

 

CURRENT ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

 

 

 

$         18,126

 

$         31,698

 

 

 

 

 

 

 

 

 

 

 

 

Total Current Assets

 

 

 

 

           18,126

 

           31,698

 

 

 

 

 

 

 

 

 

 

FIXED ASSETS, NET

 

 

 

 

                655

 

                798

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

TOTAL ASSETS

 

 

 

 

$         18,781

 

$         32,496

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

 

 

 

 

 

 

 

 

 

 

CURRENT LIABILITIES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accounts payable

 

 

 

 

$         27,252

 

$         28,340

 

Accounts payable - related party

 

 

 

 

                     -

 

             1,500

 

Accrued interest - related parties

 

 

 

 

             5,539

 

           11,670

 

Accrued interest

 

 

 

 

           11,814

 

             7,890

 

Notes payable

 

 

 

 

         145,000

 

           95,000

 

Notes payable - related parties

 

 

 

 

         141,234

 

         155,920

 

 

 

 

 

 

 

 

 

 

 

 

Total Current Liabilities

 

 

 

 

         330,839

 

         300,320

 

 

 

 

 

 

 

 

 

 

 

 

TOTAL LIABILITIES

 

 

 

 

         330,839

 

         300,320

 

 

 

 

 

 

 

 

 

 

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,

 

 

 

 

 

11,000,000 shares issued and outstanding

 

 

 

           11,000

 

           11,000

 

Additional paid-in capital

 

 

 

 

         480,414

 

         480,414

 

Accumulated deficit

 

 

 

 

        (803,472)

 

        (759,238)

 

 

 

 

 

 

 

 

 

 

 

 

Total Stockholders' Equity (Deficit)

 

 

 

 

        (312,058)

 

        (267,824)

 

 

 

 

 

 

 

 

 

 

 

 

TOTAL LIABILITIES AND STOCKHOLDERS'  EQUITY (DEFICIT)

 

$         18,781

 

$         32,496

 

 

 

 

 

 

 

 

 

 

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


4


BIOETHICS, LTD.

Statements of Operations

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Three Months Ended

 

For the Six Months Ended

 

 

 

 

 

June 30,

 

June 30,

 

 

 

 

 

2019

 

2018

 

2019

 

2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NET REVENUES

 

 

$                 -

 

$                   -

 

$                   -

 

$                   -

 

 

 

 

 

 

 

 

 

 

 

 

OPERATING EXPENSES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

General and administrative

 

 

           10,074

 

           22,564

 

           28,495

 

           35,437

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Operating Expenses

 

 

           10,074

 

           22,564

 

           28,495

 

           35,437

 

 

 

 

 

 

 

 

 

 

 

 

LOSS FROM OPERATIONS

 

 

          (10,074)

 

          (22,564)

 

          (28,495)

 

          (35,437)

 

 

 

 

 

 

 

 

 

 

 

 

OTHER INCOME (EXPENSES)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

 

            (7,985)

 

            (4,840)

 

          (15,739)

 

            (8,915)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Other Income (Expenses)

 

 

            (7,985)

 

            (4,840)

 

          (15,739)

 

            (8,915)

 

 

 

 

 

 

 

 

 

 

 

 

NET LOSS BEFORE INCOME TAXES

 

 

          (18,059)

 

          (27,404)

 

          (44,234)

 

          (44,352)

 

 

 

 

 

 

 

 

 

 

 

 

PROVISION FOR INCOME TAXES

 

 

                     -

 

                     -

 

                     -

 

                     -

 

 

 

 

 

 

 

 

 

 

 

 

NET LOSS

 

 

$        (18,059)

 

$        (27,404)

 

$        (44,234)

 

$        (44,352)

 

 

 

 

 

 

 

 

 

 

 

 

BASIC AND DILUTED LOSS PER SHARE

 

 

$            (0.00)

 

$            (0.00)

 

$            (0.00)

 

$            (0.00)

 

 

 

 

 

 

 

 

 

 

 

 

WEIGHTED AVERAGE NUMBER OF

 

 

 

 

 

 

 

 

 

SHARES OUTSTANDING

 

 

    11,000,000

 

    11,000,000

 

    11,000,000

 

    50,447,514

 

 

 

 

 

 

 

 

 

 

 

 

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


5


BIOETHICS, LTD.

Statements of Stockholders' Equity (Deficit)

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

Six Months Ended June 30, 2019

 

 

 

 

Additional

 

 

 

Total

 

 

Common Stock

 

Paid-In

 

Accumulated

 

Stockholders'

 

 

Shares

 

Amount

 

Capital

 

Deficit

 

Equity (Deficit)

 

 

 

 

 

 

 

 

 

 

 

Balance, December 31, 2018

 

      11,000,000

 

$           11,000

 

$         480,414

 

$        (759,238)

 

$        (267,824)

 

 

 

 

 

 

 

 

 

 

 

Net loss for the three months ended

 

 

 

 

 

 

 

 

 

 

March 31, 2019

 

                     -

 

                     -

 

                     -

 

           (26,175)

 

           (26,175)

 

 

 

 

 

 

 

 

 

 

 

Balance, March 31, 2019

 

      11,000,000

 

            11,000

 

           480,414

 

          (785,413)

 

          (293,999)

 

 

 

 

 

 

 

 

 

 

 

Net loss for the three months ended

 

 

 

 

 

 

 

 

 

 

June 30, 2019

 

                     -

 

                     -

 

                     -

 

           (18,059)

 

           (18,059)

 

 

 

 

 

 

 

 

 

 

 

Balance, June 30, 2019

 

      11,000,000

 

$           11,000

 

$         480,414

 

$        (803,472)

 

$        (312,058)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Six Months Ended June 30, 2018

 

 

 

 

Additional

 

 

 

Total

 

 

Common Stock

 

Paid-In

 

Accumulated

 

Stockholders'

 

 

Shares

 

Amount

 

Capital

 

Deficit

 

Equity (Deficit)

 

 

 

 

 

 

 

 

 

 

 

Balance, December 31, 2017

 

    116,000,000

 

$         116,000

 

$         385,414

 

$        (685,699)

 

$        (184,285)

 

 

 

 

 

 

 

 

 

 

 

Repurchase of common stock

 

   (105,000,000)

 

          (105,000)

 

            95,000

 

                     -

 

           (10,000)

 

 

 

 

 

 

 

 

 

 

 

Net loss for the three months ended

 

 

 

 

 

 

 

 

 

 

March 31, 2018

 

                     -

 

                     -

 

                     -

 

           (16,948)

 

           (16,948)

 

 

 

 

 

 

 

 

 

 

 

Balance, March 31, 2018

 

      11,000,000

 

            11,000

 

           480,414

 

          (702,647)

 

          (211,233)

 

 

 

 

 

 

 

 

 

 

 

Net loss for the three months ended

 

 

 

 

 

 

 

 

 

 

June 30, 2018

 

                     -

 

                     -

 

                     -

 

           (27,404)

 

           (27,404)

 

 

 

 

 

 

 

 

 

 

 

Balance, June 30, 2018

 

      11,000,000

 

$           11,000

 

$         480,414

 

$        (730,051)

 

$        (238,637)

 

 

 

 

 

 

 

 

 

 

 

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


6


 

BIOETHICS, LTD.

Statements of Cash Flows

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Six Months Ended

 

 

 

 

 

 

 

June 30,

 

 

 

 

 

 

 

2019

 

2018

 

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

 

 

 

$        (44,234)

 

$        (44,352)

Adjustments to reconcile net loss to net cash

 

 

 

 

 

 

used by operating activities:

 

 

 

 

 

 

 

 

 

Depreciation

 

 

 

 

                143

 

                142

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

 

Prepaid expenses

 

 

 

 

                     -

 

             2,000

 

 

Accounts payable

 

 

 

 

            (1,088)

 

           26,543

 

 

Accounts payable - related party

 

 

 

 

            (1,500)

 

             3,000

 

 

Accrued interest - related parties

 

 

 

 

            (6,131)

 

               (723)

 

 

Accrued interest

 

 

 

 

             3,924

 

             1,389

 

 

 

 

 

 

 

 

 

 

 

 

Net Cash Used by Operating Activities

 

 

 

          (48,886)

 

          (12,001)

 

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES

 

 

 

                     -

 

                     -

 

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Proceeds from notes payable

 

 

 

 

           50,000

 

                     -

 

 

Proceeds from notes payable - related parties

 

 

 

                     -

 

           46,600

 

 

Repayment of notes payable - related parties

 

 

 

          (14,686)

 

          (25,000)

 

 

Repurchase of common stock

 

 

 

 

                     -

 

          (10,000)

 

 

 

 

 

 

 

 

 

 

 

 

Net Cash Provided by Financing Activities

 

 

 

           35,314

 

           11,600

 

 

 

 

 

 

 

 

 

 

DECREASE IN CASH AND CASH EQUIVALENTS

 

 

 

          (13,572)

 

               (401)

 

 

 

 

 

 

 

 

 

 

CASH AND CASH EQUIVALENTS AT

 

 

 

 

 

 

 

BEGINNING OF PERIOD

 

 

 

 

           31,698

 

             1,724

 

 

 

 

 

 

 

 

 

 

CASH AND CASH EQUIVALENTS AT

 

 

 

 

 

 

 

END OF PERIOD

 

 

 

 

$         18,126

 

$           1,323

 

 

 

 

 

 

 

 

 

 

SUPPLEMENTAL DISCLOSURES:

 

 

 

 

 

 

 

 

Cash paid for interest

 

 

 

 

$         17,946

 

$           8,250

 

Cash paid for income taxes

 

 

 

 

$                   -

 

$                   -

 

 

 

 

 

 

 

 

 

 

NON-CASH INVESTING AND FINANCING:

 

 

 

 

 

 

 

 

Cancellation of common stock

 

 

 

 

$                   -

 

$       105,000

 

 

 

 

 

 

 

 

 

 

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


7


BIOETHICS, LTD.

NOTES TO UNAUDITED FINANCIAL STATEMENTS

SIX MONTHS ENDED JUNE 30, 2019 and 2018


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 six months ended June 30, 2019 and 2018 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, 2018 audited financial statements.  The results of operations for the six months ended June 30, 2019 are not necessarily indicative of the operating results for the full year.

 

NOTE 2 - RELATED PARTY TRANSACTIONS

 

Management Compensation - During the six months ended June 30, 2019 and 2018, the Company did not pay any compensation to its officers and directors.

 

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 $3,000 during each of the six months ended June 30, 2019 and 2018, which is included in the general and administrative expenses on the statements of operations.  The amount payable at December 31, 2018 was $1,500.  During the six months ended June 30, 2019, the Company paid $4,500, resulting in $-0- payable at June 30, 2019.  

 

In December 2014, the Company borrowed $25,000 from the majority shareholder pursuant to an unsecured promissory note, which was due on demand and accrued interest at 12% per annum, or $750 per quarter.  On March 9, 2018 the Company paid the outstanding principal amount of $25,000 and accrued interest of $8,250.  

 

On March 8, 2018 the Company entered into a promissory note with a newly-affiliated party in the amount of $43,250. The note is payable on demand and carries interest at 10% per annum.  Interest expense for the three and six months ended June 30, 2019 was $863 and $1,716, respectively, resulting in accrued interest of $4,541 and $2,825 at June 30, 2019 and December 31, 2018, respectively.  

 

On December 12, 2017, the Company entered into a promissory note with its sole officer and director in the amount of $107,000.  On various dates during 2018, the officer advanced the Company an additional $5,670, resulting in the total note principal balance of $112,670 at December 31, 2018.  During the six months ended June 30, 2019, the Company paid a total of $14,686 of the principal balance resulting in the total note principal balance of $97,984 at June 30, 2019.  The cumulative note balance is uncollateralized, due on demand, and carries interest at 12% per annum.  Interest expense on the note for the three and six months ended June 30, 2019 was $3,133 and $6,467, respectively, of which the Company repaid $14,314 during the six months ended June 30, 2019, resulting in accrued interest totaling $998 and $8,845 at June 30, 2019 and December 31, 2018, respectively.

 

NOTE 3 – EQUITY TRANSACTIONS

 

On March 9, 2018, the Company repurchased 105,000,000 shares of its outstanding common stock (the “Control Shares”) held by Bradly Petersen (“Mr. Petersen”), for cash of $10,000. As a result of this transaction, Mr. Petersen no longer holds any interest in the Company, and the Control shares have been cancelled so that there were 11,000,000 issued and outstanding shares of Common Stock at June 30, 2019 and December 31, 2018.


8


BIOETHICS, LTD.

NOTES TO UNAUDITED FINANCIAL STATEMENTS

SIX MONTHS ENDED JUNE 30, 2019 and 2018


NOTE 4 - NOTES 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 three and six months ended June 30, 2019 totaled $698 and $1,388, respectively, resulting in accrued interest at June 30, 2019 and December 31, 2018 of $8,522 and $7,134, respectively.  Principal balance on the note at June 30, 2019 and December 31, 2018 was $35,000.

 

On August 15, 2018, the Company issued a promissory note in the principal amount of $10,000 to an unaffiliated lender. The Note was due on November 15, 2018 and carries an interest rate of 12% per annum.  Interest expense for the three and six months ended June 30, 2019 totaled $299 and $595, respectively, of which the Company repaid $750 during the six months ended June 30, 2019, resulting in accrued interest at June 30, 2019 and December 31, 2018 of $299 and $454, respectively.  Principal balance on the note at June 30, 2019 and December 31, 2018 was $10,000.

 

On November 15, 2018, the Company issued a promissory note in the principal amount of $20,000 to an unaffiliated lender. The Note was due on February 15, 2019, and carries an interest rate of 12% per annum.  Interest expense for the three and six months ended June 30, 2019 totaled $598 and $1,190, respectively, of which the Company repaid $894 during the six months ended June 30, 2019, resulting in accrued interest at June 30, 2019 and December 31, 2018 of $598 and $302, respectively.  Principal balance on the note at June 30, 2019 and December 31, 2018 was $20,000.

 

On December 31, 2018, the Company issued a promissory note in the principal amount of $30,000 to an unaffiliated lender. The Note is due on December 31, 2019, and carries an interest rate of 12% per annum.  Interest expense for the three and six months ended June 30, 2019 totaled $898 and $1,785, respectively, of which the Company repaid $887 during the six months ended June 30, 2019, resulting in accrued interest at June 30, 2019 and December 31, 2018 of $898 and $-0-, respectively.  Principal balance on the note at June 30, 2019 and December 31, 2018 was $30,000.

 

On January 23, 2019, the Company issued a promissory note in the principal amount of $50,000 to an unaffiliated lender. The Note is due on January 23, 2020, and carries an interest rate of 12% per annum.  Interest expense for the three and six months ended June 30, 2019 totaled $1,496 and $2,598, respectively, of which the Company repaid $1,101 during the six months ended June 30, 2019, resulting in accrued interest at June 30, 2019 of $1,497.  Principal balance on the note at June 30, 2019 and December 31, 2018 was $50,000 and $-0-, respectively.

 

NOTE 5 - 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 $803,472 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.


9


BIOETHICS, LTD.

NOTES TO UNAUDITED FINANCIAL STATEMENTS

SIX MONTHS ENDED JUNE 30, 2019 and 2018


NOTE 6 - LOSS PER SHARE

 

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

 

 

For the Three Months Ended

For the Three Months Ended

For the Six Months Ended

For the Six Months Ended

 

June 30, 2019

June 30, 2018

June 30, 2019

June 30, 2018

 

 

 

 

 

Loss from continuing operations

 

 

 

 

applicable to common

 

 

 

 

stockholders (numerator)

$         (18,059)

$         (27,404)

$          (44,234)

$          (44,352)

 

 

 

 

 

Weighted average number of

 

 

 

 

common shares outstanding

 

 

 

 

used in loss per share calculation

 

 

 

 

during the period denominator)

11,000,000

11,000,000

11,000,000

50,447,514

 

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 7 – 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 events requiring disclosure.


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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” in our 2018 Form 10K.)

 

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 in our Form 10K for the year ended December 31, 2018 under the caption “Item 1A. 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 December 31, 2018 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 June 30, 2019, the Company had a working capital deficit of $312,713 and an accumulated deficit since inception of $803,472. The Company incurred net losses of $44,234 and $44,352 for the six months ended June 30, 2019 and 2018, 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 Six Months ended June 30, 2019 compared to June 30, 2018

 

The Company did not conduct any operations during the three and six month periods ended June 30, 2019 or 2018.  At June 30, 2019, the Company had cash and total current assets in the amount of $18,126, compared to $31,698 at December 31, 2018.  At June 30, 2019, the Company had total current liabilities of $330,839, compared to $300,320 at December 31, 2018.  The Company had a working capital deficit of $312,713 at June 30, 2019 compared to $268,622 at December 31, 2018.

 

The Company did not generate revenues during the three and six month periods ending June 30, 2019 or 2018.  The Company incurred general and administrative expenses of $10,074 during the three months ended June 30, 2019, compared to $22,564 during the three months ended June 30, 2018.  The Company incurred general and administrative expenses of $28,495 during the six months ended June 30, 2019, compared to $35,437 during the six months ended June 30, 2018.  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 expenses of $7,985 during the three months ended June 30, 2019 compared to $4,840 during the three months ended June 30, 2018.  The Company incurred other expenses of $15,739 during the six months ended June 30, 2019 compared to $8,915 during the six months ended June 30, 2018.  Total other income and expenses consist of interest expense related to the notes payable due from the Company.  Increase in interest expense is due to the increase in debt issued over the last year (see Notes 2 and 4 to the accompanying financial statements).  


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The Company incurred a net loss of $18,059 during the three months ended June 30, 2019, compared to a net loss of $27,404 during the three months ended June 30, 2018.  The Company incurred a net loss of $44,234 during the six months ended June 30, 2019, compared to a net loss of $44,352 during the six months ended June 30, 2018.  There was little change in net loss in 2019 as compared to 2018 due to the decreased professional fees related to the Company maintaining its status and filings with the Securities and Exchange Commission, which was offset by an increase in interest expense on the recently-issued debt.   

 

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 $803,472 as of June 30, 2019.

 

Liquidity and Capital Resources

 

Net cash used by operating activities was $48,886 and $12,001 during the six months ended June 30, 2019 and 2018, respectively.

 

Net cash provided by investing activities was $-0- during both the six months ended June 30, 2019 and 2018.

 

Net cash provided by financing activities was $35,314 and $11,600 during the six months ended June 30, 2019 and 2018, 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 June 30, 2019, the end of the period covered by this report.  Based upon that evaluation, our Chief


12



Executive Officer/Chief Financial Officer, who is our sole officer and director, concluded that our disclosure controls and procedures as of June 30, 2019 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 June 30, 2019 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

 

 

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, 2018.

 

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.


13



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:  August 9, 2019

By /s/ Mark A. Scharmann

 

Mark A. Scharmann

 

President, Chief Executive Officer and

 

Chief Financial Officer

 

(Principal Executive and Financial Officer)

 


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