BIOETHICS LTD - Quarter Report: 2014 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, 2014

      .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.)
3625 Cove Point Drive, Salt Lake City, Utah		84104
(Address of principal executive offices)		(Zip Code)

(801) 209-0740

(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 October 31, 2014, the issuer had outstanding 116,000,000 shares of common stock, par value $0.001.

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BIOETHICS, LTD.

FORM 10-Q

FOR THE QUARTER ENDED JUNE 30, 2014

INDEX

			Page
PART I Financial Information
Item 1.	Financial Statements (Unaudited)		3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		9
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		10
Item 4.	Controls and Procedures		10
PART II Other Information
Item 1.	Legal Proceedings		11
Item 1A.	Risk Factors		11
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		11
Item 3.	Defaults Upon Senior Securities		11
Item 4.	Mine Safety Disclosures		11
Item 5.	Other Information		11
Item 6.	Exhibits		12
SIGNATURES			13

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PART I—FINANCIAL INFORMATION

BIOETHICS, LTD.

[A Development Stage Company]

CONTENTS

		Page
Unaudited Condensed Balance Sheets, September 30, 2014 and December 31, 2013		4
Unaudited Condensed Statements of Operations, for the three and nine months ended September 30, 2014 and 2013 and from inception on July 26, 1990 through September 30, 2014		5
Unaudited Condensed Statements of Cash Flows, for the nine months ended September 30, 2014 and 2013 and from inception on July 26, 1990 through September 30, 2014		6
Notes to Unaudited Condensed Financial Statements		7

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BIOETHICS, LTD.

[A Development Stage Company]

UNAUDITED CONDENSED BALANCE SHEETS

		September 30,			December 31,
		2014			2013
CURRENT ASSETS
Cash		$	58		$	359
Prepaid Expenses			380			−
Total Current Assets			438			359
		$			$
			438			359
CURRENT LIABILITIES
Accounts payable		$	1,634		$	3,795
Accrued Interest Payable - Stockholder			−			11,877
Notes Payable – Stockholder			175			80,000
Total Current Liabilities			1,809			95,672
Total Liabilities			1,809			95,672
STOCKHOLDERS’ EQUITY (DEFICIT):
Common stock; $.001 par value, 150,000,000 shares authorized, 116,000,000 shares and 11,000,000 issued and outstanding, respectively			116,000			11,000
Capital in excess of par value			97,913			92,776
Deficit accumulated during the development stage			(215,284)			(199,089)
Total Stockholders’ Equity (Deficit)			(1,371)			(95,313)
		$	438		$	359

Note: The balance sheet at December 31, 2013 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 Months Ended						For the Nine Months Ended						From Inception on July 26, 1990 Through
		September 30,						September 30,						September 30,
		2014			2013			2014			2013			2014
REVENUE		$	−		$	−		$	−		$	−		$	−
EXPENSES:
General and administrative			995			4,548			14,072			13,975			201,284
LOSS BEFORE OTHER (EXPENSE)			(995)			(4,548)			(14,072)			(13,975)			(201,284)
OTHER (EXPENSE)
Interest Expense			−			(1,210)			(2,123)			(3,376)			(14,000)
LOSS BEFORE INCOME TAXES			(995)			(5,758)			(16,195)			(17,351)			(215,284)
CURRENT TAX EXPENSE			−			−			−			−			−
DEFERRED TAX EXPENSE			−			−			−			−			−
NET LOSS		$	(995)		$	(5,758)		$	(16,195)		$	(17,351)		$	(215,284)
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

		For the Nine Months Ended						From Inception on July 26, 1990 Through
		September 30,						September 30,
		2014			2013			2014
Cash Flows from Operating Activities:
Net loss		$	(16,195)		$	(17,351)		$	(215,284)
Adjustments to reconcile net loss to net cash  used by operating activities:
Changes in assets and liabilities:
(Increase) in prepaid expense			(380)			−			(380)
Increase (decrease) in accounts payable			(2,161)			−			1,634
Increase in accrued interest			2,123			3,376			14,000
Net Cash (Used) by Operating Activities			(16,613)			(13,976)			(200,030)
Cash flows from Investing Activities:			−			−			−
Net Cash Provided by Investing Activities			−			−			−
Cash Flows from Financing Activities:
Proceeds from common stock issuance			−			−			41,000
Capital contribution			5,137			−			67,941
Proceeds from notes payable			11,175			10,000			91,175
Net Cash Provided by Financing Activities			175			10,000			200,088
Net Increase (Decrease) in Cash			(301)			(3,976)			58
Cash at Beginning of Period			359			4,505			−
Cash at End of Period		$	58		$	529		$	58
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, 2014:
Conversion of unsecured promissory notes payable and accrued Interest		$	105,000		$	−		$	105,000
For the nine months ended September 30, 2013
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, 2014 and 2013 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, 2013 audited financial statements. The results of operations for the periods ended September 30, 2014 and 2013 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.

In June 2014, the Company issued 105,000,000 shares of its previously authorized but unissued common stock in connection with the conversion of outstanding promissory notes with 25,000,000 shares preferred not designated. Total proceeds from the sale of stock amounted to $105,000 (or $.001 per share). The issuance of common stock resulted in a change in control of the Company.

Capital Contribution - During the years 2005 to 2014, the Company received a total of $67,913 in shareholder contributions.

NOTE 3 – RELATED PARTY TRANSACTIONS

Management Compensation - During the nine months ended September 30, 2014 and 2013, 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. In May 2013, the Company borrowed $10,000 from a stockholder of the Company pursuant to an unsecured promissory note. In January 2014, the Company borrowed $5,000 from a stockholder of the Company pursuant to an unsecured promissory note. In March 2014, the Company borrowed $6,000 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. . In June 2014, the Company issued 105,000,000 shares of its common stock in connection with the conversion of $91,000 in unsecured promissory notes and $14,000 in accrued interest owed pursuant to the terms of the unsecured promissory notes, so that all principal and accrued interest was paid in full. During the three month period ended September 30, 2014, the borrowed $175 from a stockholder pursuant to a non-interest bearing demand note.

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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						For the Nine Months Ended
		September 30,						September 30,
		2014			2013			2014			2013
Loss from continuing operations applicable to common stockholders (numerator)		$	(995)		$	(5,758)		$	(16,195)		$	(17,351)
Weighted average number of common shares outstanding used in loss per share calculation during the period (denominator)			116,000,000			11,000,000			116,000,000			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 additional 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” 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.

Results of Operations

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 2013 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, 2014, the Company had a working capital deficit of $1,371 and a deficit accumulated during the development stage of $215,284.

The Company incurred net losses of $995 and $16,195 for the three months and nine months ended September 30, 2014 and 2013, respectively, as compared to $5,758 and $17,351 for the three months and nine months ended September 30, 2013. 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 Company did not conduct any operations during it's the nine month period ended September 30, 2014 or 2013, respectively, and had no assets other than cash and prepaid expenses. At September 30, 2014, the Company had cash in the amount of $58 as compared to cash at December 31, 2013 in the amount of $359. The decrease in cash is the result of the receipt of loan proceeds from stockholder loans partially offset by the payment of expenses during the reporting period. At September 30, 2014, the Company had total current liabilities of $1,809, consisting of accounts payable of $1,634, which represents a substantial reduction from the $95,672 payable at December 31, 2013. The reduction in current liabilities is due to the conversion of outstanding promissory notes and the related accrued interest to shares of common stock of the Company during the reporting period. As a result of the note conversions, the Company had a working capital deficit of $1,371 at September 30, 2014 as compared to a working capital deficit of $95,313 at December 31, 2013.

The Company did not generate revenues during either the three-month or nine month period ending September 30, 2014 or 2013. The Company incurred general and administrative expenses of $995 and $14,072 during the three month and nine month periods ended September 30, 2014, as compared to $4,548 and $13,975 during the three and nine months ended September 30, 2013. 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 $995 and $16,195 during the three-month and nine-month periods ended September 30, 2014 as compared to a net loss of $5,758 and $17,351 during the three month and nine month periods ended September 30, 2013. The decrease in net loss in 2014 as compared to 2013 is the result of lower general and administrative expenses and interest expense in 2014.

The Company has never had substantial and/or ongoing operations. As a result, since its inception on July 26,1990, the Company has an accumulated deficit of $215,284.

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Liquidity and Capital Resources

Net cash used by operating activities was $16,613 during the nine months ended September 30, 2014. Net cash used by operating activities during the nine months ended September 30, 2013 was $13,975. Net cash used by operating activities since inception (July 26, 1990) through September 30, 2014, was $200,030.

No cash was provided or used by investing activities during the nine-month periods ending September 30, 2014 or 2013, respectively.

Net cash of $11,175 was provided by financing activities during the nine-month period ended September 30, 2014 as a result of proceeds from a non-interest bearing demand note. Net cash of $10,175 was provided or used by financing activities during the nine month period ended September 30, 2014.

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. The Company requires additional contributions to capital, loans, or proceeds from sales of its common stock in order to continue its operations. 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.

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 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, 2014, 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, 2014 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.

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Changes in Internal Control over Financial Reporting

There was no change in our internal control over financial reporting during the quarter ended September 30, 2014 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, 2013, 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, 2013.

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.

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ITEM 6. EXHIBITS.

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’ 2014 Form 10-KSB report, filed March 30, 2004.

+ Incorporated by reference to Exhibits 3(i) and 3(ii) of the Company’s Current Report on Form 8-K, filed June 25, 2014.

** 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 7, 2014	By /s/ Bradly Petersen
	Bradly Petersen
	President, Chief Executive Officer and
	Chief Financial Officer
	(Principal Executive and Financial Officer)

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