BIOETHICS LTD - Quarter Report: 2014 June (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 June 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) |
182 S. 400 E., Alpine, Utah 84004 |
(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 August 5, 2014, the issuer had outstanding 116,000,000 shares of common stock, par value $0.001.
BIOETHICS, LTD.
FORM 10-Q
FOR THE QUARTER ENDED JUNE 30, 2014
INDEX
PART I Financial Information |
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Item 1. | Financial Statements (Unaudited) | 3 |
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Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 9 |
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Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 10 |
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Item 4. | Controls and Procedures | 11 |
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PART II Other Information |
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Item 1. | Legal Proceedings | 11 |
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Item 1A. | Risk Factors | 11 |
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Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 11 |
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Item 3. | Defaults Upon Senior Securities | 11 |
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Item 4. | Mine Safety Disclosures | 12 |
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Item 5. | Other Information | 12 |
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Item 6. | Exhibits | 12 |
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SIGNATURES | 13 | |
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PART I – FINANCIAL INFORMATION
BIOETHICS, LTD.
[A Development Stage Company]
CONTENTS
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— | Unaudited Condensed Balance Sheets, June 30, 2014 and December 31, 2013 | 4 |
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— | Unaudited Condensed Statements of Operations, for the three and six months ended June 30, 2014 and 2013 and from inception on July 26, 1990 through June 30, 2014 | 5 |
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— | Unaudited Condensed Statements of Cash Flows, for the six months ended June 30, 2014 and 2013 and from inception on July 26, 1990 through June 30, 2014 | 6 |
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— | Notes to Unaudited Condensed Financial Statements | 7 |
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BIOETHICS, LTD.
[A Development Stage Company]
UNAUDITED CONDENSED BALANCE SHEETS
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| June 30, |
| December 31, | ||
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| 2014 |
| 2013 | ||
CURRENT ASSETS |
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Cash |
| $ | 2,546 |
| $ | 359 |
Prepaid Expenses |
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| 380 |
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| - |
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Total Current Assets |
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| 2,926 |
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| 359 |
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| $ | 2,926 |
| $ | 359 |
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CURRENT LIABILITIES |
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Accounts payable |
| $ | 8,439 |
| $ | 3,795 |
Accrued Interest Payable - Stockholder |
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| - |
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| 11,877 |
Notes Payable – Stockholder |
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| - |
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| 80,000 |
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Total Current Liabilities |
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| 8,439 |
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| 95,672 |
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Total Liabilities |
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| 8,439 |
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| 95,672 |
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STOCKHOLDERS’ EQUITY (DEFICIT): |
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Common stock; $.001 par value,150,000,000 shares authorized,116,000,000 shares and 11,000,000 issued and Outstanding, respectively |
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| 116,000 |
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| 11,000 |
Capital in excess of par value |
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| 92,776 |
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| 92,776 |
Deficit accumulated during the development stage |
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| (214,289) |
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| (199,089) |
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Total Stockholders’ Equity (Deficit) |
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| (5,513) |
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| (95,313) |
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| $ | 2,926 |
| $ | 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
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| From Inception | |||||||||
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| On July 26, 1990 | |||||||||
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| For the Three Months Ended June 30, |
| For the Six Months Ended June 30, |
| Through June 30, | |||||||||
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| 2014 |
| 2013 |
| 2014 |
| 2013 |
| 2014 | |||||
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REVENUE |
| $ | - |
| $ | - |
| $ | - |
| $ | - |
| $ | - |
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EXPENSES: |
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General and administrative |
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| 5,776 |
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| 3,151 |
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| 13,077 |
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| 9,428 |
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| 200,289 |
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LOSS BEFORE OTHER INCOME (EXPENSE) |
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| (5,776) |
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| (3,151) |
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| (13,077) |
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| (9,428) |
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| (200,289) |
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OTHER INCOME (EXPENSE) |
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Interest Expense |
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| (881) |
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| (1,131) |
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| (2,123) |
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| (2,166) |
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| (14,000) |
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LOSS BEFORE INCOME TAXES |
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| (6,657) |
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| (4,282) |
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| (15,200) |
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| (11,594) |
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| (214,289) |
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CURRENT TAX EXPENSE |
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| - |
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| - |
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| - |
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| - |
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| - |
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DEFERRED TAX EXPENSE |
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| - |
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| - |
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| - |
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| - |
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| - |
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NET LOSS |
| $ | (6,657) |
| $ | (4,282) |
| $ | (15,200) |
| $ | (11,594) |
| $ | (214,289) |
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LOSS PER COMMON SHARE |
| $ | 0.00 |
| $ | 0.00 |
| $ | 0.00 |
| $ | 0.00 |
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The accompanying notes are an integral part of these unaudited condensed financial statements.
5
BIOETHICS, LTD.
[A Development Stage Company]
UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS
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 June 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 June 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 2009, the Company received a total of $62,776 in shareholder contributions.
NOTE 3 - RELATED PARTY TRANSACTIONS
Management Compensation - During the six months ended June 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 at June 30, 2014 all principal and accrued interest was paid in full.
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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:
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| For the Three Months Ended June 30, |
| For the Six Months Ended June 30, | ||||||||
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| 2014 |
| 2013 |
| 2014 |
| 2013 | ||||
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Loss from continuing operations applicable to common stockholders (numerator) |
| $ | (6,657) |
| $ | (4,282) |
| $ | (15,200) |
| $ | (11,594) |
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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 June 30, 2014, the Company had a working capital deficit of $5,513 and a deficit accumulated during the development stage of $214,289.
The Company incurred net losses of $6,657 and $15,200 for the three months and six months ended June 30, 2014 and 2013, respectively, as compared to $4,282 and $11,594 for the three months and six months ended June 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 six month period ended June 30, 2014 or 2013, respectively, and had no assets other than cash and prepaid expenses. At June 30, 2014, the Company had cash in the amount of $2,546 as compared to cash at December 31, 2013 in the amount of $359. The increase 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 June 30, 2014, the Company had total current liabilities of $8,439, consisting of accounts payable of $8,439, which represents a substantial reduction from the $95,672 payable at December 31, 2012. 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 $5,513 at June 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 six month period ending June 30, 2014 or 2013. The Company incurred general and administrative expenses of $5,776 and $13,077 during the three month and six month periods ended June 30, 2014, as compared to $3,151 and $9,428 during the three months ended June 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 $6,657 and 15,200 during the three month and six month periods ended June 30, 2014 as compared to a net loss of 4,282 and $11,594 during the three month and six month periods ended June, 2013. The increase in net loss in 2014 as compared to 2013 is the result of higher 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 $214,289
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Liquidity and Capital Resources
Net cash used by operating activities was $22,813 during the six months ended June 30, 2014, resulting primarily from the net loss of $15,200, an increase in accounts payable and prepaid expenses of $4,644 and $380, respectively, offset by a decrease of $11,877 in accrued interest. Net cash used by operating activities during the six months ended June 30, 2013 was $9,005, resulting primarily from the net loss of $11,594 partially offset by a $423 increase in accounts payable and a $2,166 increase in accrued interest. Net cash used by operating activities since inception (July 26, 1990), through June 30, 2014, was $206,230.
No cash was provided or used by investing activities during the six month periods ending June 30, 2014 or 2013, respectively.
Net cash of $11,000 was provided by financing activities during the six-month period ended June 30, 2014 as a result of proceeds from notes payable bearing interest at 6% per annum. Net cash of $10,000 was provided or used by financing activities during the six month period ended June 30, 2013.
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.”
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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 March 31, 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 June 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.
Changes in Internal Control over Financial Reporting
There was no change in our internal control over financial reporting during the quarter ended June 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 II¾OTHER 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.
On June 17, 2014, Bioethics, Ltd. (the “Company”) approved the conversion into common stock certain notes (the “Notes”) issued by the Company between January 18, 2010 and May 10, 2013. Subject to the terms and conditions contained therein, the Notes were converted into an aggregate of 105,000,000 shares of restricted common stock of the Company (the “Shares”). The recipient of securities of the Company was an accredited investor, or is considered by the Company to be a “sophisticated person”, inasmuch as the possess such knowledge and experience in financial and business matters that they are capable of evaluating the merits and risks of receiving securities of the Company. No solicitation was made and no underwriting discounts were given or paid in connection with these transactions. The Company believes that the issuance of its securities as described above was exempt from registration with the Securities and Exchange Commission pursuant to Section 4(2) of the Securities Act of 1933.
Item 3. Defaults Upon Senior Securities.
Not Applicable.
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Item 4. Mine Safety Disclosures.
Not Applicable.
Item 5. Other Information.
The Board of Directors of the Company approved an amendment and restatement of the Company’s Articles of Incorporation that become effective June 17, 2014, on filing with the Office of the Secretary of State of the State of Nevada. The amendment and restatement of the Articles of Incorporation:
(i)
Increased the number of authorized shares of Preferred Stock to 25,000,000;
(ii)
Increased the number of authorized shares of Common Stock to 150,000,000;
(iii)
Set the par value of the Common and Preferred Stock to$0.001;
(iv)
Defined, with respect to the Preferred Stock, the manner in which the Board may define the powers, preferences, rights, and restrictions thereof.
Item 6. Exhibits
The following documents are included as exhibits to this report:
(a)
Exhibits
Exhibit Number |
| SEC Reference Number |
| Title of Document |
| Location |
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3.1 |
| 3 |
| Articles of Incorporation |
| Incorporated by Reference* |
3.2 |
| 3 |
| Bylaws |
| Incorporated by Reference* |
3.3 |
| 3 |
| Amended and Restated Articles of Incorporation of Bioethics, Ltd |
| Incorporated by Reference+ |
3.4 |
| 3 |
| Amended and Restated Bylaws of Bioethics, Ltd. |
| Incorporated by Reference+ |
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** |
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| XBRL Instance Document |
| This Filing |
101.SCH** |
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| XBRL Taxonomy Extension Schema |
| This Filing |
101.CAL** |
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| XBRL Taxonomy Extension Calculation Linkbase |
| This Filing |
101.DEF** |
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| XBRL Taxonomy Extension Definition Linkbase |
| This Filing |
101.LAB** |
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| XBRL Taxonomy Extension Label Linkbase |
| This Filing |
101.PRE** |
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| XBRL Taxonomy Extension Presentation Linkbase |
| This Filing |
*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.
12
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. |
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Date: August 14, 2014 | By /s/ Bradly Petersen |
| Bradly Petersen |
| President, Chief Executive Officer and |
| Chief Financial Officer |
| (Principal Executive and Financial Officer) |
13