BIOETHICS LTD - Quarter Report: 2009 September (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

 

 

(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, 2009

 

 

For the transition period from ______________________________ to ______________________________

 

Commission File Number 33-55254-41

 

 

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.     

 

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). The registrant has not yet been phased into the Interactive Data reporting system.

 

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.

 

 

Indicate by check mark whether the issuer is a shell company (as defined in rule 12b-2 of the Exchange Act).

 

As of November 4, 2009, the issuer had outstanding 11,000,000 shares of common stock, par value $0.001. 

 

BIOETHICS, LTD.

 

FORM 10-Q

 

FOR THE QUARTER ENDED SEPTEMBER 30, 2009

 

INDEX

 

 

 

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

 

 

 

PART II Other Information

 

 

 

 

 

 

 

 

 

2

 

Item 1. Financial Statements.

 

 

 

 

 

BIOETHICS, LTD.

[A Development Stage Company]

 

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

 

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 has not commenced planned principal operations and is considered a development stage company. 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 September 30, 2009 and 2008 and for the periods then ended 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 condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s December 31, 2008 audited financial statements. The results of operations for the periods ended September 30, 2009 and 2008 are not necessarily indicative of the operating results for the full year.

 

NOTE 2 - CAPITAL STOCK

 

Common Stock - In 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).

 

In 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.

 

Capital Contribution - During the nine months ended September 30, 2009, a shareholder of the Company contributed $17,775 to the Company.

 

NOTE 3 - RELATED PARTY TRANSACTIONS

 

Management Compensation - During the nine months ended September 30, 2009 and 2008, the Company did not pay 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.

 

 

BIOETHICS, LTD.

[A Development Stage Company]

 

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

 

NOTE 4 - 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 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 additional sales of its common stock. 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 5 - LOSS PER SHARE

 

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

 

 

Dilutive loss per share was not presented, as the Company had no common equivalent shares for all periods presented that would affect the computation of diluted loss per share.

 

NOTE 6 – SUBSEQUENT EVENTS

 

The Company has evaluated subsequent events from the balance sheet date through November 3, 2009.

 

 

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

 

When used in this Form 10-Q, in our filings with the Securities and Exchange Commission (“SEC”), in our press releases or other public or stockholder communications, or in oral statements made with the approval of an authorized executive officer, 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.

 

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 2008 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, 2009, the Companyhad a working capital deficit of $473 and a stockholders’ deficit of $473. The Company incurred net losses of $4,463 for the three months ended September 30, 2009 and $17,246 for the nine months ended September 30, 2009. 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 Fiscal Quarter ended September 30, 2009 Compared to the Fiscal Quarter ended September 30, 2008

 

The Company did not conduct any operations during its fiscal quarters ended September 30, 2009 or 2008, respectively, and had no assets other than cash. At September 30, 2009, the Company had cash in the amount of $3,256 as compared to cash at December 31, 2008 in the amount of $1,818. The increase in cash is the result of the $9,000 capital contribution made by a stockholder during the three months ended September 30, 2009. At September 30, 2009, the Company had liabilities in the form of accounts payable in the amount of $3,729, as compared to liabilities in the form of accounts payable in the amount of $2,820 at December 31, 2008. The decrease in accounts payable is primarily the result of legal and accounting expenses incurred by the Company during the first nine months of 2009 in connection with its SEC reports, offset by contributions to capital from a stockholder during the first nine months of 2009 in the aggregate amount of $17,775 that were used in part to pay down accounts payable. The Company had a working capital deficit of $473 at September 30, 2009 as compared to a working capital deficit of $1,002 at December 31, 2008.

 

The Company did not generate revenues during the third fiscal quarter of 2009 or 2008. The Company incurred general and administrative expenses of $4,463 during the quarter ended September 30, 2009 and $2,734 during the quarter ended September 30, 2008. The Company incurred general and administrative expenses of $17,246 during the nine months ended September 30, 2009 as compared to $9,157 during the nine months ended September 30, 2008. The increase in such expenses is primarily the result of increased legal and accounting expenses incurred by the Company during 2009 in connection with a review of the Company’s 2007 report on Form 10-K by the SEC.

 

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. During the year ended December 31, 2007, a stockholder of the Company contributed $15,000 to the Company and during the nine months ended September 30, 2009 a stockholder contributed $17,775 to the Company, which contributions were sufficient to pay a substantial portion of the Company’s costs of operation through September 30, 2009. However, as of September 30, 2009, the Company’s current liabilities exceeded its current assets by $473 and the Company will be required to obtain additional contributions to capital, loans or proceeds from sales of its common stock in order to continue its operations during the remainder of the 2009 fiscal year. In the event the Company locates a suitable candidate for potential acquisition, the Company will also 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 such 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.

Recent Accounting Pronouncements

 

The Company has not adopted any new accounting policies that would have a material impact on the Company’s financial condition, changes in financial condition or results of operations.

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

 

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

 

Item 4T. 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, 2009, 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, 2009 were 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, 2009 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 December 31, 2008, using the COSO framework, 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, 2008.

 

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

 

Not Applicable.

 

Item 3. Defaults Upon Senior Securities.

 

 

Item 4. Submission of Matters to a Vote of Security Holders.

 

Not Applicable.

 

Item 5. Other Information.

 

Not Applicable.

 

 

The following documents are included as exhibits to this report:

 

(a) Exhibits

*Incorporated by reference to Exhibits 3(i) and 3(ii) of the Company’ 2003 Form 10-KSB report, filed March 30, 2004.

 

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.