BIOETHICS LTD - Quarter Report: 2012 September (Form 10-Q)

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, 2012

      . TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______________________________ to ______________________________

Commission File Number 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.)
182 S. 400 E., Alpine, Utah	84004
(Address of principal executive offices)	(Zip Code)
(505) 681-4210
(Issuer’s telephone number, including area code)
__________________________________________________________________________
(Former name, former address, and former fiscal year, if changed since last report)

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, 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.

Large accelerated filer	.	Accelerated filer	.
Non-accelerated filer	. (Do not check if a smaller reporting company)	Smaller reporting company	X .

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 November 1, 2012, the issuer had outstanding 11,000,000 shares of common stock, par value $0.001.

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BIOETHICS, LTD.

FORM 10-Q

FOR THE QUARTER ENDED SEPTEMBER 30, 2012

INDEX

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PART I – FINANCIAL INFORMATION

Item 1. Financial Statements.

BIOETHICS, LTD.
[A Development Stage Company]
UNAUDITED CONDENSED BALANCE SHEETS
		September 30,		December 31,
		2012		2011
CURRENT ASSETS
Cash	$	10,966	$	6,989
Total Current Assets		10,966		6,989
	$	10,966	$	6,989
CURRENT LIABILITIES
Bank Overdraft	$	-	$	-
Accounts payable		997		-
Accrued Interest Payable - Stockholder		6,232		3,730
Notes Payable – Stockholder		70,000		50,000
Total Current Liabilities		77,229		53,730
Total Liabilities		77,229		53,730
STOCKHOLDERS’ EQUITY (DEFICIT):
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		92,776		92,776
Deficit accumulated during the        development stage
		(170,039)		(150,517)
Total Stockholders’ Equity (Deficit)		(66,263)		(46,741)
	$	10,966	$	6,989
Note: The balance sheet at December 31, 2011 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.

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BIOETHICS, LTD.
[A Development Stage Company]
UNAUDITED CONDENSED STATEMENTS OF OPERATIONS
		For the Three				For the Nine				From Inception
		Months Ended				Months Ended				On July 26, 1990
		September 30,				September 30,				Through Sept 30,
		2012		2011		2012		2011		2012
REVENUE	$	-	$	-	$	-	$	-	$	-
EXPENSES:
General and administrative		6,852		7,457		17,020		16,941		163,807
LOSS BEFORE OTHER   INCOME (EXPENSE)
		(6,852)		(7,457)		(17,020)		(16,941)		(163,807)
OTHER INCOME (EXPENSE)
Interest Expense		(1,006)		(756)		(2,502)		(1,544)		(6,232)
LOSS BEFORE INCOME TAXES		(7,858)		(8,213)		(19,522)		(18,485)		(170,039)
CURRENT TAX EXPENSE		-		-		-		-		-
DEFERRED TAX EXPENSE		-		-		-		-		-
NET LOSS	$	(7,858)	$	(8,213)	$	(19,522)	$	(18,485)	$	(170,039)
LOSS PER COMMON SHARE	$	0.00	$	0.00	$	0.00	$	0.00
The accompanying notes are an integral part of these unaudited condensed financial statements

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BIOETHICS, LTD.
[A Development Stage Company]
UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS
						From Inception
						on July 26,
		For the Nine Months Ended				1990 Through
		September 30,				September 30,
		2012		2011		2012
Cash Flows from Operating Activities:
Net loss	$	(19,522)	$	(18,485)	$	(170,039)
Adjustments to reconcile net loss to net cash       used by operating activities:
Changes in assets and liabilities:
Increase (decrease) in accounts payable		997		-		997
Increase (decrease) in accrued interest		2,502		1,544		6,232
Net Cash (Used) by Operating Activities		(16,023)		(16,941)		(162,810)
Cash flows from Investing Activities:		-		-		-
Net Cash Provided by Investing Activities		-		-		-
Cash Flows from Financing Activities:
Increase in bank overdraft		-		-		-
Proceeds from common stock issuance		-		-		41,000
Capital contribution		-		-		62,776
Proceeds from notes payable		20,000		25,000		70,000
Net Cash Provided by Financing Activities		20,000		25,000		173,776
Net Increase (Decrease) in Cash		3,977		8,059		10,966
Cash at Beginning of Period		6,989		4,463		-
Cash at End of Period	$	10,966	$	12,522	$	10,966
Supplemental Disclosures of Cash Flow Information:
Cash paid during the period for:
Interest	$	-	$	-	$	-
Income Taxes	$	-	$	-	$	-
Supplemental schedule of Non-cash Investing and Financing Activities:
For the nine months ended September 30, 2012:
None
For the nine months ended September 30, 2011:
None
The accompanying notes are an integral part of these unaudited condensed financial statements.

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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 as defined in ASC Topic No. 915. 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, 2012 and 2011 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, 2011 audited financial statements.  The results of operations for the periods ended September 30, 2012 and 2011 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 years 2005 to 2009, the Company received a total of $62,776 in shareholder contributions.

NOTE 3 - RELATED PARTY TRANSACTIONS

Management Compensation - During the nine months ended September 30, 2012 and 2011, 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.

Notes Payable - In January 2010, the Company borrowed $25,000 from a stockholder of the Company pursuant to an unsecured promissory note.  In May and June 2011, the Company borrowed $5,000 and $20,000 from a stockholder of the Company pursuant to unsecured promissory notes.  In July 2012, the Company borrowed $20,000 from a stockholder of the Company pursuant to an unsecured promissory note.  Such notes are due on demand and accrue interest at 6% per annum.  At September 30, 2012 accrued interest on such notes was $6,232.

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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 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 5 - LOSS PER SHARE

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

		For the Three Months Ended September 30,				For the Nine Months Ended September 30,
		2012		2011		2012		2011
Loss from continuing operations applicable to common stockholders (numerator)
	$	(7,858)	$	(8,213)	$	(19,522)	$	(18,485)
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		11,000,000

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 the date the financial statements were issued and determined there are no events to disclose.

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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” 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 2011 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, 2012, the Company had a working capital deficit of $66,263 and a stockholders’ deficit of $66,263.  The Company incurred net losses of $7,858 for the three months ended September 30, 2012 and $19,522 for the nine months ended September 30, 2012.  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 Month Periods ended September 30, 2012 Compared to the Three and Nine Month Periods ended September 30, 2011

The Company did not conduct any operations during its fiscal quarters ended September 30, 2012 or 2011, respectively, and had no assets other than cash.  At September 30, 2012, the Company had cash in the amount of $10,966 as compared to cash at December 31, 2011 in the amount of $6,989.  The increase in cash is the result of the receipt of proceeds from a stockholder loan during July 2012.  At September 30, 2012, the Company had total current liabilities of $77,229, consisting of accounts payable of $997, accrued interest payable - stockholder of $6,232 and notes payable – stockholder of $70,000, as compared to total current liabilities of $53,730 at December 31, 2011 consisting of accrued interest payable – stockholder of $3,730 and notes payable - stockholder of $50,000.  The Company had a working capital deficit of $66,263 at September 30, 2012 as compared to a working capital deficit of $46,741 at December 31, 2011.   

The Company did not generate revenues during the first nine months of 2012 or 2011.  The Company incurred general and administrative expenses of $6,852 during the three months ended September 30, 2012 as compared to $7,457 during the three months ended September 30, 2011.  The Company incurred general and administrative expenses of $17,020 during the nine months ended September 30, 2012 as compared to $16,941 during the nine months ended September 30, 2011.  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 a net loss of $7,858 during the three months ended September 30, 2012 as compared to a net loss of $8,213 during the three months ended September 30, 2011 with the difference being attributable to a slight decrease in general and administrative expenses during 2012 that was partially offset by an increase in interest expense.  The Company incurred a net loss of $19,522 during the nine months ended September 30, 2012 as compared to a net loss of $18,485 during the nine months ended September 30, 2011 with the difference being primarily attributable to an increase in interest expense during 2012.  

Net cash used by operating activities was $16,023 for the nine months ended September 30, 2012 resulting from the net loss of $19,522, a $997 increase in accounts payable and a $2,502 increase in accrued interest. Net cash used by operating activities was $16,941 during the nine months ended September 30, 2011 resulting from the net loss of $18,485 partially offset by a $1,544 increase in accrued interest.

No cash was provided or used by investing activities during the first nine months of 2012 or 2011.

Net cash provided by financing activities during the nine months ended September 30, 2012 was $20,000 as a result of a demand loan from a stockholder.  Net cash provided by financing activities during the nine months ended September 30, 2011 was $25,000 as a result of demand loans from a stockholder.  All of such stockholder loans bear interest at 6% per annum.  

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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 May and June 2011 the Company borrowed $25,000 from a stockholder pursuant to unsecured demand notes bearing interest at the rate of 6% per annum.  During July 2012, the Company borrowed $20,000 from a stockholder pursuant to a demand note bearing interest at the rate of 6% per annum.  It is anticipated that the proceeds from such July 2012 loan will be sufficient to pay the Company’s costs of operation for at least the next three months unless the holder of the note should demand repayment.  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 is 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, 2012, 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, 2012 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, 2012 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, 2011, 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.

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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, 2011.

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

Not Applicable.

Item 3. Defaults Upon Senior Securities.

Not Applicable.

Item 4. Mine Safety Disclosures.

Not Applicable.

Item 5.  Other Information.

Not Applicable.

Item 6.

Exhibits

The following documents are included as exhibits to this report:

(a) Exhibits

Exhibit Number		SEC Reference Number		Title of Document		Location
3.1		3		Articles of  Incorporation		Incorporated by Reference*
3.2		3		Bylaws		Incorporated by Reference*
10.1		10		Promissory Note dated July 16, 2012		This Filing
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

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

**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.

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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 1, 2012	By  /s/ Jed Beck
	Jed Beck
	President, Chief Executive Officer and
	Chief Financial Officer
	(Principal Executive and Financial Officer)

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